Core Viewpoint - The acquisition of 100% equity of Better Electronics by Yangjie Technology was abruptly terminated, raising market concerns, particularly after the disclosure of disciplinary actions by the Shenzhen Stock Exchange against Better Electronics for various violations during its IPO application process [2][3][4]. Group 1: Acquisition Details - Yangjie Technology announced a cash acquisition of Better Electronics for 2.218 billion yuan, but the deal was called off due to differences in business types, management styles, and corporate culture [7]. - The Shenzhen Stock Exchange publicly reprimanded Better Electronics and its executives for undisclosed financial irregularities, including a hidden "off-balance sheet" fund and inaccurate disclosures regarding performance commitments related to acquisitions [3][4][6]. Group 2: Regulatory Findings - Better Electronics failed to disclose an off-balance sheet fund with a balance of 703,300 yuan as of the end of 2023, which had inflows of 15.0943 million yuan and outflows of 14.373 million yuan during the reporting period [3][4]. - The company also did not accurately disclose performance commitments related to its acquisition of Dongguan Boyue Electronics, misleading the Shenzhen Stock Exchange during the IPO process [4][5]. Group 3: Company Background - Better Electronics, established in 2003, specializes in mid-to-high-end circuit protection components and has clients including Midea, Gree, and BYD [5]. - Yangjie Technology, founded in 2006, is a vertically integrated enterprise in the semiconductor industry, with a revenue exceeding 6 billion yuan in 2024 and a year-on-year growth of 20.89% in the first three quarters of 2025 [6][7].

Core Viewpoint - The challenges faced by Better Electronics in its IPO process are attributed to regulatory concerns over "fabricated listing" and recent penalties imposed on its sponsoring representatives, indicating potential issues with information disclosure and compliance [2][4][9]. Group 1: IPO Process and Regulatory Issues - Better Electronics terminated its IPO review in August 2024 after failing to address regulatory concerns regarding "fabricated listing" [2][5]. - The company had initially submitted its IPO application in June 2023 and completed the first round of inquiries by January 2024, but faced delays and ultimately withdrew its application [5][6]. - The company reported revenue growth from 449 million to 627 million from 2021 to 2023, with a compound annual growth rate (CAGR) of 18.19%, and a net profit CAGR of 64.80% during the same period [5][6]. Group 2: Financial Performance and Compliance - Better Electronics' financial data indicated it met the previous IPO requirements, but the introduction of stricter regulations in April 2024 raised the bar for net profit thresholds, complicating its IPO prospects [6][10]. - The company faced scrutiny over a significant increase in net profit in 2022, which was linked to an acquisition of Dongguan Boyue Electronics, raising questions about the legitimacy of its financial performance [7][9]. - The acquisition contributed significantly to Better Electronics' revenue and profit, with Dongguan Boyue accounting for approximately 30% of its revenue and nearly 48% of its net profit in 2022 [7][11]. Group 3: Consequences of Regulatory Actions - The penalties imposed on sponsoring representatives Zhang Tengfu and Wang Jianwei are seen as a reflection of Better Electronics' compliance issues during its IPO process [4][9][15]. - Following the termination of its IPO, Better Electronics attracted interest from Yangjie Technology, which proposed a cash acquisition valued at 2.218 billion, exceeding the valuation from its halted IPO [12][13]. - Despite the attractive acquisition offer, Better Electronics ultimately declined the proposal due to significant differences in business operations and management philosophy [13][14].

Core Insights - Yangjie Technology announced the termination of its cash acquisition of 100% equity in Dongguan Better Electronics Technology Co., Ltd. due to differences in business philosophy between the two parties, raising questions about the logic of mergers and acquisitions in the semiconductor industry [1][3] Group 1: Transaction Background - Better Electronics is a leading company in the domestic power electronic protection device sector, with core products including power fuses and self-resetting fuses, widely used in high-growth sectors such as new energy vehicles, photovoltaics, and energy storage [2] - In 2024, Better Electronics achieved a revenue of 837 million yuan and a net profit of 148 million yuan, continuing its growth trend into Q1 2025 with a revenue of 218 million yuan and a net profit of 41.13 million yuan [2] - The acquisition was based on the expected strategic synergy between Yangjie Technology's power semiconductor business and Better Electronics' protective components, aiming to cover a complete range of electrical scenarios from device protection to power control [2] Group 2: Reasons for Termination - The direct reason for the termination was the proactive halt by Better Electronics' actual controller and major shareholders, stemming from significant differences in business types, management styles, and corporate cultures [3] - The high premium risk associated with the acquisition was also a critical consideration, with Better Electronics' valuation showing an increase of 282.89%, translating to an increase of 1.64 billion yuan over its book net assets [3] - Yangjie Technology had designed strict performance-based clauses, requiring compensation if actual net profits did not meet 90% of the promised value by the end of 2027, along with a requirement for the sellers to invest 716 million yuan in Yangjie Technology's stock as a performance guarantee [3] Group 3: Industry Implications - The termination of this acquisition serves as a warning for the semiconductor industry, highlighting the risks associated with high premiums and long-term performance guarantees in M&A transactions [4] - The case of Better Electronics illustrates that even with solid performance growth, significant differences in governance structure and cultural integration can lead to failed transactions [4] - Investors should focus on the feasibility of achieving synergies from acquisitions rather than relying solely on financial data and performance guarantees [4]

Core Viewpoint - The acquisition of Better Electronics by Yangjie Technology for 2.218 billion yuan is a strategic move to enhance product synergy and expand market presence in the semiconductor industry [2][3]. Financial Summary - Better Electronics had a net asset value of 590 million yuan as of March 31, with the acquisition price representing a 270% premium over its net assets [3]. - Yangjie Technology's market capitalization reached 36.57 billion yuan, with a year-to-date increase of 12.9 billion yuan [2]. Acquisition Details - The acquisition agreement was signed on September 11, with a completion timeline of two months [2]. - The deal was finalized in 182 days, transitioning from a share-based payment to a cash payment due to the complexity of multiple shareholders [7]. - Performance commitments were established, requiring Better Electronics to achieve a net profit of no less than 555 million yuan over three years from 2025 to 2027 [8]. Strategic Rationale - The acquisition aims to leverage product synergies, as both companies operate in the power electronics sector, enhancing their offerings in current and voltage management solutions [12][14]. - Better Electronics specializes in power electronic protection components, which aligns with Yangjie Technology's focus on overvoltage and overcurrent protection devices [9][11]. Market Position and Growth - Better Electronics reported a revenue of 837 million yuan in 2024, with a projected growth rate of 33%, potentially reaching 1.1 billion yuan in 2025 [10][16]. - Yangjie Technology's revenue has grown from 650 million yuan in 2014 to 6.03 billion yuan in 2024, indicating a tenfold increase over ten years [17][18]. Leadership and Vision - Liang Qin, the founder and chairwoman of Yangjie Technology, emphasizes the importance of strategic direction and operational efficiency in driving the company's growth [5][21]. - The company aims to achieve a revenue target of no less than 10 billion yuan by 2027, with the acquisition of Better Electronics seen as a crucial step towards this goal [28].

Core Viewpoint - Yangjie Technology is set to acquire 100% equity of Better Electronics for a cash consideration of 2.218 billion yuan, indicating a significant premium over its previous valuation [2][3]. Group 1: Acquisition Details - The acquisition price of 2.218 billion yuan represents a valuation increase of 270.46% compared to the assessed value of Better Electronics' equity [4]. - Better Electronics has shown stable revenue growth, with revenues of 449 million yuan, 561 million yuan, and 627 million yuan from 2021 to 2023, and net profits of approximately 33.92 million yuan, 90.25 million yuan, and 110 million yuan during the same period [3][4]. - The company has set performance commitments, ensuring that Better Electronics achieves a net profit of no less than 555 million yuan from 2025 to 2027 [4]. Group 2: Strategic Rationale - The acquisition aims to enhance Yangjie Technology's product and technology portfolio, strengthening its position in the power electronics sector [5]. - The integration is expected to provide a comprehensive range of products and services, improving customer value and competitive edge [5]. - Post-acquisition, Yangjie Technology anticipates significant growth in revenue and profitability metrics [5]. Group 3: Transaction Challenges - The acquisition process has faced challenges, including a shift from a share issuance and cash payment model to a purely cash-based acquisition due to market conditions [6]. - The number of transaction parties was reduced from 67 to 6, indicating a streamlined negotiation process [6]. - The initial plan was terminated as the parties could not reach an agreement on the share issuance terms, prompting a reevaluation of the acquisition strategy [6].

Core Viewpoint - Yangjie Technology is set to acquire 100% equity of Better Electronics for a cash consideration of 2.218 billion yuan, indicating a significant premium over its previous valuation [1][3]. Group 1: Acquisition Details - The acquisition price of 2.218 billion yuan represents a premium of over 270% compared to Better Electronics' previous valuation [3]. - Better Electronics had previously been listed on the New Third Board and attempted an IPO in 2023, which was later withdrawn in 2024 [3][4]. - The company specializes in the research, production, and sales of power electronic protection components, including fuses and thermal protectors [3]. Group 2: Financial Performance - Better Electronics reported revenues of 449 million yuan, 561 million yuan, and 627 million yuan from 2021 to 2023, with net profits of approximately 33.92 million yuan, 90.25 million yuan, and 110 million yuan respectively [3][4]. - The company achieved a significant increase in net profit in 2022, with stable growth in 2024 and the first quarter of 2025, projecting net profits of 148.46 million yuan and 41.13 million yuan respectively [4][6]. - An earnings commitment has been set, requiring Better Electronics to achieve a total net profit of no less than 555 million yuan from 2025 to 2027 [4]. Group 3: Strategic Rationale - The acquisition is expected to enhance Yangjie Technology's product and technology portfolio, strengthening its position in the power electronics sector [5]. - The synergy between Yangjie Technology and Better Electronics is anticipated to improve customer offerings and competitive advantage in the market [5]. - Post-acquisition, Yangjie Technology expects to see significant growth in revenue and profitability metrics [6]. Group 4: Transaction Challenges - The acquisition process faced delays, initially planned as a share issuance and cash payment, which was later changed to a pure cash acquisition due to market conditions and negotiation challenges [7]. - The number of transaction parties was reduced from 67 to 6, indicating a streamlined approach to finalize the acquisition [7].

Core Viewpoint - Yangjie Technology is acquiring 100% equity of Better Electronics for a cash consideration of 2.218 billion yuan, with a premium exceeding 270% compared to its assessed value [1][3][6]. Group 1: Acquisition Details - The acquisition price of 2.218 billion yuan represents a significant premium over Better Electronics' assessed value of 2.22 billion yuan, indicating a valuation increase of 270.46% compared to the book value of 599.248 million yuan [6]. - Better Electronics, which previously listed on the New Third Board, had its IPO application accepted in June 2023 but withdrew it in August 2024 [4][6]. - The company specializes in the research, production, and sales of power electronic protection components, with products including power fuses and resettable fuses [4]. Group 2: Financial Performance - Better Electronics reported revenues of 449 million yuan, 561 million yuan, and 627 million yuan from 2021 to 2023, with net profits of approximately 33.92 million yuan, 90.25 million yuan, and 110 million yuan respectively [4][5]. - The company experienced explosive growth in net profit in 2022, and its performance has remained stable with projected revenues of 837.418 million yuan and 217.599 million yuan for the first three months of 2024 and 2025, respectively [5]. - An earnings commitment has been set, requiring Better Electronics to achieve a cumulative net profit of no less than 555 million yuan from 2025 to 2027 [5]. Group 3: Strategic Rationale - The acquisition is expected to enhance Yangjie Technology's product and technology portfolio, solidifying its position in the power electronics sector [9]. - The synergy between Yangjie Technology and Better Electronics is anticipated to improve customer offerings and enhance competitiveness in the market [9]. - Post-acquisition, Yangjie Technology expects significant growth in revenue and profitability metrics [10]. Group 4: Transaction Challenges - The acquisition process faced delays, initially planned as a share issuance and cash payment, which was later changed to a pure cash acquisition due to market conditions and negotiation challenges [11]. - The number of transaction parties was reduced from 67 to 6, indicating a streamlined approach to finalize the acquisition [11].

Core Viewpoint - Yangjie Technology has terminated its original plan to acquire Better Electronics through a combination of issuing shares and cash payments, opting instead to pursue a cash acquisition plan [2][3]. Group 1: Acquisition Details - Yangjie Technology signed a cash acquisition intention agreement with six major shareholders of Better Electronics on July 2, 2025, indicating a shift to negotiate a cash purchase of all or part of Better Electronics' shares [3][11]. - The original acquisition plan involved issuing shares and cash to 67 parties for 100% of Better Electronics, but the new plan significantly reduces the number of parties involved to just six [7][8]. - The decision to terminate the original plan was influenced by the changing capital market environment and the inability to reach an agreement on the terms of the share issuance and cash payment [8]. Group 2: Financial Performance - Yangjie Technology reported a revenue of 6.033 billion yuan in 2024, a year-on-year increase of 11.53%, and a net profit of 1.002 billion yuan, up 8.50% [12]. - In the first quarter of 2025, the company continued its growth trajectory with a revenue of 1.579 billion yuan, representing an 18.90% increase year-on-year, and a net profit of 273 million yuan, up 51.22% [12]. Group 3: Market Position and Strategy - Better Electronics specializes in the research, production, and sales of power electronic protection components, which aligns with Yangjie Technology's strategic focus on over-voltage protection products [11]. - The acquisition is expected to enhance Yangjie Technology's market position and competitiveness in the downstream customer segment [11].

星标 ★ IPO日报 精彩文章第一时间推送 又一家IPO撤否公司，改道"牵手"上市公司。 3月13日午间，扬杰科技披露公告称，公司拟以发行股份及支付现金方式购买东莞市贝特电子科技股份有限公司（以下简称"贝特电子"）控制权，并募集 配套资金。 公司证券自3月13日开市起开始停牌，公司预计在不超过10个交易日的时间内申请复牌。 制图：佘诗婕 标的公司曾冲击创业板IPO 01 一些投资者对于上市公司此次收购的贝特电子或许并不陌生。 此前，贝特电子曾在新三板挂牌。具体来看，贝特电子于2016年4月25日正式在股转系统挂牌并公开转让。2018年7月11日，该公司终止挂牌。 贝特电子曾有过一段IPO经历。2023年6月，贝特电子创业板IPO获得受理，公司拟首发募资5.5亿元，不过在2024年8月IPO撤单。 据悉，贝特电子主要从事电力电子保护元件及相关配件的研发、生产与销售，主要产品有电力熔断器、电子熔断器、自恢复保险丝、一次性热熔断体及可 复位温控器等。 2021年至2023年，公司营业收入分别为4.49亿元、5.61亿元及6.27亿元，净利润分别约为3392.49万元、9025.17万元和1.10亿元，扣非归母净利润 ...