After several months of planning, on May 22, Shanghai Sk Automation Technology Co.Ltd(688155) ( Shanghai Sk Automation Technology Co.Ltd(688155) ) announced the draft report on major asset purchase. The company plans to purchase 51% equity of Ningde Dongheng held by Shi Zenghui, Lin Chenbin and Lin Liju in cash, with a transaction amount of 816 million yuan.
Shanghai Sk Automation Technology Co.Ltd(688155) said that the transaction will expand the company's business from the field of new energy battery production line to the field of new energy battery parts, enhance the company's ability to serve customers of new energy vehicles and power batteries, and increase the company's profitability and sustainable operation ability.
overweight new energy vehicle industry
Shanghai Sk Automation Technology Co.Ltd(688155) mainly engaged in R & D, production and marketing of various intelligent manufacturing equipment. At present, the company mainly provides intelligent automatic production lines for medium and high-end automobile manufacturers and automobile parts manufacturers at home and abroad.
In February this year, Shanghai Sk Automation Technology Co.Ltd(688155) announced that it planned to acquire 51% equity of Ningde Dongheng Machinery Co., Ltd. in cash. The letter of intent for equity acquisition has been signed in this transaction. The specific transaction methods and terms are subject to the formal acquisition agreement signed by all parties.
According to the draft released on May 22, Shanghai Sk Automation Technology Co.Ltd(688155) this time plans to purchase 51% equity of Ningde Dongheng held by Shi Zenghui, Lin Chenbin and Lin Liju in cash, with a total transaction amount of 816 million yuan. Upon completion of the transaction, Shanghai Sk Automation Technology Co.Ltd(688155) will hold 51% equity of Ningde Dongheng.
As the audited net assets and operating income of Ningde Dongheng in the latest period accounted for more than 50% of the relevant indicators in the audited consolidated financial report of Shanghai Sk Automation Technology Co.Ltd(688155) last fiscal year, and both exceeded 50 million yuan, this transaction constituted a major asset reorganization.
Statistics show that Ningde Dongheng is mainly engaged in the R & D, design, production and sales of precision metal structural parts of power batteries. Its main products and services are applied to new energy passenger vehicles, commercial vehicles, shared bicycles, charging piles, etc., and its end customers include major automobile enterprises.
Shanghai Sk Automation Technology Co.Ltd(688155) this acquisition aims to add weight to the new energy power battery industry. The company said that after the completion of the transaction, the company can quickly improve the product layout in terms of power lithium battery parts, expand the company's business segment, effectively improve the overall ability of listed companies to serve customers in the power battery and new energy vehicle industry, and effectively implement the strategic goal of deeply cultivating the new energy vehicle industry.
In 2021, benefiting from the explosive growth of the new energy vehicle industry, Shanghai Sk Automation Technology Co.Ltd(688155) 's new energy vehicle automation equipment business orders increased significantly compared with the previous year, driving its operating revenue to increase by 119.36% year-on-year.
subject matter has a high appreciation rate
According to the appraisal report, by the end of 2021, through the income method, the appraised value of Ningde Dongheng's net assets is 1.64 billion yuan, which is 1.557 billion yuan higher than the book net assets of the parent company of 820668 million yuan, with an appreciation rate of 188531%. Compared with the book net assets assessed according to the consolidated criteria, the value added was 1.369 billion yuan, with a value-added rate of 504.09%.
Shanghai Sk Automation Technology Co.Ltd(688155) said that the main reason for the high value-added is that the income method comprehensively considers the impact of the target company's business ability, innovation ability, asset status, operation and management, customer resources and other factors on the enterprise value from the perspective of the target company's future profitability. Fully consider the impact of the expected development factors of the target company in the future.
According to the evaluation results, after negotiation, both parties agreed to take 816 million yuan as the final consideration for 51% equity of Ningde Dongheng Shanghai Sk Automation Technology Co.Ltd(688155) will pay the transaction fee in two installments before June 30 this year.
Ultra high evaluation value-added rate often corresponds to high performance commitment. According to the draft, Shi Zenghui, one of the counterparties of this transaction, promised that the net profit of Ningde Dongheng from 2022 to 2024 would not be less than 150 million yuan, 160 million yuan and 170 million yuan respectively. If the performance commitment is not fulfilled, Shi Zenghui will give corresponding compensation to the listed company.
In 2020 and 2021, the operating revenue of Ningde Dongheng was 414 million yuan and 904 million yuan respectively; The net profit in the same period was 61.65 million yuan and 142 million yuan respectively, which was in rapid growth.
In terms of sales, Ningde Dongheng has always maintained close business relations with Contemporary Amperex Technology Co.Limited(300750) company. In 2021, Ningde Dongheng's sales to Contemporary Amperex Technology Co.Limited(300750) reached 840 million yuan, accounting for 93% of the company's current operating revenue. In 2020, the sales of Contemporary Amperex Technology Co.Limited(300750) accounted for 87.63% of the company's current revenue.
Shanghai Sk Automation Technology Co.Ltd(688155) previous announcements showed that in 2021, the growth of the company's operating revenue mainly came from the largest customer, and its sales to the largest customer was 640 million yuan, accounting for 58.06% of the company's total annual sales. The largest customer of Shanghai Sk Automation Technology Co.Ltd(688155) is Contemporary Amperex Technology Co.Limited(300750) company.
