On the evening of March 28, Shanghai Belling Corp.Ltd(600171) ( Shanghai Belling Corp.Ltd(600171) , SH) announced that it planned to acquire 100% equity of Shenzhen Sita Technology Co., Ltd. (hereinafter referred to as Sita Technology) with its own funds, with a total transaction price of 360 million yuan.
It is understood that silicon tower technology is a company engaged in analog-to-digital hybrid IC Design of motor drive and motor control chips. The main product lines include motor (DC motor, stepping motor, DC brushless motor) drive chip, grid drive chip, Hall sensor chip, etc.
The reporter of the daily economic news noted that the assessed value of silicon tower technology was 361 million yuan, 124189% higher than the book net assets of 268891 million yuan. Finally, after negotiation between Shanghai Belling Corp.Ltd(600171) , existing shareholders of silicon tower technology, the total price of this transaction is 360 million yuan.
is 124189% higher than the book net assets
According to Shanghai Belling Corp.Ltd(600171) introduction, the core team of silicon tower technology has more than 10 years of experience in digital analog hybrid IC design. The core team members are mainly from Texas Instruments. The silicon tower technology team has outstanding abilities in product definition, technology research and development, scheme integration and so on.
Therefore, Shanghai Belling Corp.Ltd(600171) believes that after the acquisition, the company will be able to provide customers with complete motor control and drive system solutions, improve the company’s IC product business ecosystem and produce good business synergy. The transaction is also in line with the strategy of Huada Semiconductor Co., Ltd., the controlling shareholder of the company, and Shanghai Belling Corp.Ltd(600171) focusing on the development of power chain analog circuit business.
At the same time, Shanghai Belling Corp.Ltd(600171) said that the acquisition can strengthen the company’s technical advantages in the field of power management and power devices, solve the localization of several core components, serve the national strategy, realize independent control, and expand and strengthen domestic chips.
According to the appraisal results of the appraisal institution, the total equity value of shareholders of Sita technology has been evaluated by two methods. The appraisal result of asset-based method is 631307 million yuan and that of income method is 361 million yuan.
Shanghai Belling Corp.Ltd(600171) believes that in view of the purpose of this appraisal, the income method can objectively and reasonably reflect the market value of the appraisal object, and the appraisal result of the income method is taken as the appraisal result. That is, the assessed value of silicon tower technology is 361 million yuan, 124189% higher than its book net assets of 268891 million yuan. After negotiation between Shanghai Belling Corp.Ltd(600171) , existing shareholders of Sita technology, the total price of this transaction is 360 million yuan.
According to the announcement, the controlling shareholder of silicon tower technology is Xiao Ming, who holds 93.4% of the equity of silicon tower technology.
promised to deduct non net profit of no less than 90 million yuan in three years
From January to September in 2020 and 2021, silicon tower technology realized an operating revenue of 250014 million yuan and 398194 million yuan respectively, a net profit of 4.6248 million yuan and 178136 million yuan, and a gross profit margin of 41.78% and 55.47% respectively.
Shanghai Belling Corp.Ltd(600171) said that the performance of silicon tower technology has increased rapidly in recent two years, and the gross profit margin of products is more than 50%. The market channel of silicon tower technology is excellent. With the gradual maturity of its business layout, its performance is expected to increase significantly in the next few years, which will improve Shanghai Belling Corp.Ltd(600171) operating revenue capacity and asset return capacity, and improve the return on investment of shareholders of the company.
Meanwhile, the existing shareholders of Sita technology promise that the cumulative audited net profit (excluding non recurring profits and losses) of Sita technology from 2022 to 2024 will not be less than 90 million yuan.
While Shanghai Belling Corp.Ltd(600171) plans to make performance award arrangements for the core team of Sitar Technology: if the actual audited net profit (excluding non recurring profits and losses) of Sitar technology from 2022 to 2024 exceeds 95 million yuan, 50% of the part exceeding 95 million yuan shall be regarded as the performance award of the core team of Sitar Technology (but the total amount of performance award shall not exceed 20% of the total equity transfer price of this transaction, i.e. 72 million yuan).
Shanghai Belling Corp.Ltd(600171) said that as of the announcement date, although the company has fulfilled the relevant state-owned assets supervision and internal decision-making procedures, it has not completed the relevant equity change registration and other procedures with the counterparty, and there is a risk of failure to complete the transaction, such as failure to transfer ownership.
Meanwhile, Shanghai Belling Corp.Ltd(600171) said that due to changes in the industry, market, economy and other environment, the subject enterprise’s technology research and development, business development and business integration may not be smooth, resulting in the risk that the investment does not meet the expectations. The valuation of silicon tower technology referred to in this transaction is 124189% higher than its book net assets of 268891 million yuan on September 30, 2021. If the target enterprise fails to achieve the promised performance as expected, the company will face a large risk of goodwill impairment.
