Core Viewpoint - Yangjie Technology plans to acquire 100% equity of Dongguan Better Electronics for 2.218 billion yuan in cash, marking a significant move in the Chinese power semiconductor industry [1][2]. Transaction Structure - The acquisition will be paid entirely in cash, with a total price of 2.218 billion yuan, representing a premium of over 270% compared to Better Electronics' net assets of 590 million yuan [5]. - Payment will be made in three phases: the first phase involves a 30% payment (665 million yuan), and the second phase involves a 70% payment of 550 million yuan to non-performance commitment parties [6]. Performance Commitment - Yangjie Technology has set strict performance targets for Better Electronics, requiring a cumulative net profit of no less than 555 million yuan from 2025 to 2027 [7]. Acquisition Motivation - The acquisition is a strategic decision based on multiple considerations, as Better Electronics' products complement Yangjie Technology's existing power device offerings [8]. - Better Electronics specializes in overcurrent and overtemperature protection components, enhancing Yangjie Technology's product matrix and enabling comprehensive solutions for customers [9][10]. Synergy Effects - There is a high customer overlap between Yangjie Technology and Better Electronics, with Better's clients including major companies in home appliances and new energy sectors, which can create significant synergy [11]. - Both companies will share R&D outcomes, enhancing Yangjie Technology's research capabilities [12]. Overseas Expansion - Both companies have extensive overseas business experience, which can lead to beneficial business complementarity [13]. - Yangjie Technology's overseas revenue reached 834 million yuan in the first half of 2025, a year-on-year increase of 34.97%, while Better Electronics has a 26.9% export ratio in 2023 [14]. About Better Electronics - Founded in 2003, Better Electronics focuses on power electronic protection components and has a 4.3% share in the global fuse market as of 2022 [15]. - The company reported a revenue of 837 million yuan and a net profit of 148 million yuan in 2024, with a compound annual growth rate of approximately 28% in revenue from 2020 to 2024 [15]. About Yangjie Technology - Established in 2000, Yangjie Technology has evolved into a representative IDM model enterprise in China's semiconductor discrete device sector, with a market value of approximately 36 billion yuan [17]. - The company achieved a revenue of 3.455 billion yuan in the first half of 2025, a year-on-year increase of 20.58% [17]. Industry Background - The A-share merger and acquisition market has become active due to policies like the new "National Nine Articles" and "Merger Six Articles," with over 1.4 trillion yuan in total transaction value in the first half of 2025 [19]. - Better Electronics' choice to be acquired follows its unsuccessful IPO attempt, reflecting a trend among companies seeking alternative growth paths [19]. Future Outlook - Yangjie Technology aims to reach a revenue of 10 billion yuan by 2027, with the acquisition of Better Electronics being a crucial step towards this goal [20]. - The merger is expected to create positive synergies in product categories, R&D, customer bases, and sales channels [20].

公司公告：拟通过发行股份及支付现金的方式购买东莞市贝特电子科技股份有限公司100%股份。贝特电子产 品主要为电子电路系统的过流和过温保护元器件，24年已实现收入8.26亿元（YoY+31%），净利润1.52亿元 （YoY+44%）。 国信电子观点 1）产品矩阵方面，贝特电子产品对扬杰保护器件产品可进行补充，24年贝特电子已实现收入8.26亿元 （YoY+31%），净利润1.52亿元（YoY+44%），此前在熔断器领域22年全球市占率已超4%；若收购完成，扬 杰在保护器件领域产品矩阵完整度将提升。2）在客户与市场方面，贝特电子与扬杰科技客户重叠度高，产品 方案渐完整有助于公司在头部客户的份额加速做大。3）贝特电子2023年外销占比为26.88%，综合毛利率为 42%，对扬杰毛利率中枢及海外业务均有正向贡献。若本次收购顺利，我们认为对公司产品矩阵、海外布局及 盈利能力均有正向推动；中长期维度，我们看好公司"双品牌"覆盖国内外市场的全球化业务能力，产品与产能 升级的长期规模优势，维持"优于大市"评级。 点击 关注我们 评论 核心观点 事项 贝特电子为国内电力电子保护元件领域的领先企业之一，其产品线涵盖了电子类熔断器 ...