Possible "Indirect Listing" for Three Companies Owned by Fulude's Major Shareholder via Semiconductor Asset Acquisition?
The concept stock of photolithography equipment, Fulude, is entering an "active period" of mergers and acquisitions.
Last night, Fulude (301297.SZ) announced that it is planning to acquire semiconductor industry-related assets under the indirect holding company FERROTEC Group (hereinafter referred to as "Japanese Magnetic Holdings Company"). The announcement did not disclose the specific acquisition targets. According to the reporter's analysis, the Japanese Magnetic Holdings Company currently controls three semiconductor companies in China, with revenue sizes mostly above that of Fulude.
In fact, this is not the first time Fulude has acquired assets from the Japanese Magnetic Holdings Company. In June of this year, Fulude acquired 100% of the equity of Hangzhou Zhixin Semiconductor Co., Ltd. (hereinafter referred to as "Hangzhou Zhixin") under the Japanese Magnetic Holdings Company for 68 million yuan.
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Some industry insiders believe that Fulude's multiple acquisitions of related companies may be due to the indirect holding company, the Japanese Magnetic Holdings Company, hoping to inject some of its assets into Fulude through acquisitions. The current market conditions and policy environment are also relatively favorable. On the one hand, since the beginning of this year, the valuation of semiconductor companies has gradually rebounded, and the semiconductor industry has begun to recover. On the other hand, the China Securities Regulatory Commission recently issued the "Opinions on Deepening the Reform of the Mergers and Acquisitions Market of Listed Companies," emphasizing active support for listed companies to conduct mergers and acquisitions around strategic emerging industries and future industries.
Proposed acquisition of related semiconductor assets
According to Fulude's disclosure, the company is planning to acquire semiconductor industry-related assets under the indirect holding company, the Japanese Magnetic Holdings Company, through the issuance of RMB ordinary shares, convertible corporate bonds, cash, and other methods. This transaction is expected to constitute a significant asset restructuring and also constitutes a related transaction. The company's stock has been suspended from trading since the opening of the market on September 26, 2024, and it is expected that the suspension will not exceed 10 trading days.
According to the semi-annual report, as of June 30, 2024, Shanghai Shenhe Company holds 50.24% of Fulude's shares. Shanghai Shenhe Company is a wholly-owned subsidiary of the Japanese Magnetic Holdings Company.
Although this announcement did not disclose the specific acquisition of assets, it can also be seen from the asset situation of the Japanese Magnetic Holdings Company.
The First Financial Daily noticed that the Japanese Magnetic Holdings Company has three semiconductor companies in China, all of which are not listed. These three companies are Ningxia Dunyuan Juxin Semiconductor Technology Co., Ltd. (hereinafter referred to as "Dunyuan Juxin"), Hangzhou Zhongxin Silicon Wafer Semiconductor Co., Ltd. (hereinafter referred to as "Zhongxin Silicon Wafer"), and Jiangsu Fuluhua Semiconductor Technology Co., Ltd. (hereinafter referred to as "Fuluhua").
The revenue sizes of these three companies are mostly comparable to or greater than Fulude.According to public information, Dun Yuan Ju Xin is mainly engaged in the research and development, production, and sales of silicon components and quartz crucibles. The company's revenue in 2023 was 1.316 billion yuan, with a net profit of 247 million yuan. Fu Le Hua's main business is the research and development, production, and sales of power semiconductor substrates. The company has undergone listing guidance and has not yet submitted a prospectus.
Zhong Xin Jing Yuan's main business is the research and development, production, and sales of semiconductor silicon wafers. According to the previous prospectus, from 2019 to 2021, the company achieved operating revenues of 387 million yuan, 425 million yuan, and 823 million yuan, respectively; the net profit for the same period was a loss of 176 million yuan, 424 million yuan, and 317 million yuan, respectively, with a cumulative loss of more than 900 million yuan over three years.
Compared with the above two companies, Fu Le De's operating income from 2021 to 2023 was only 569 million yuan, 624 million yuan, and 594 million yuan, respectively, with a relatively small scale.
Industry analysts believe that the process of Dun Yuan Ju Xin, Zhong Xin Jing Yuan, and Fu Le Hua seeking listing is not smooth, so Japan Magnetic Holdings may also be considering injecting the assets of these three companies into Fu Le De through acquisition to achieve an indirect listing. Based on the latest performance, assuming the assets of these three companies are injected into Fu Le De, the operating income is expected to reach more than 2.7 billion yuan.
To achieve a "snake swallowing an elephant" merger and acquisition, funds are undoubtedly the first difficulty. At present, Fu Le De's book funds are not abundant. According to the financial report, as of June 2024, Fu Le De's monetary funds were only 345 million yuan.
In response to the question of whether there is a possibility of injecting assets under the control of the controlling shareholder, Fu Le Hua recently responded on the investor interaction platform, saying that the company currently has no relevant plans and has not received relevant news. If there are relevant plans or news, they should be based on the company's announcement.
Reason for acquisition
This is not the first time Fu Le De has acquired semiconductor assets of its indirect controlling shareholder, Japan Magnetic Holdings. On June 7, 2024, Fu Le De announced that it had signed a conditional effective "Equity Transfer Agreement" with Hangzhou Dahe Jiangdong New Material Technology Co., Ltd. (hereinafter referred to as "Jiangdong New Material"), acquiring 100% of the equity held by Jiangdong New Material in Hangzhou Zhixin. The transaction transfer price was 68 million yuan. The controlling shareholder of Jiangdong New Material is also Japan Magnetic Holdings.
One of the main reasons for Fu Le De's frequent mergers and acquisitions is related to market conditions. This year, the valuation of semiconductor companies has gradually rebounded, and the semiconductor industry has recovered. Companies' mergers and acquisitions around the upstream and downstream of the industry chain are conducive to enhancing the stability of the supply chain and reducing costs.
Taking Fu Le De itself as an example, in the first half of 2024, Fu Le De achieved an operating income of 338 million yuan in the first half of 2024, a year-on-year increase of 20.76%; the net profit attributable to the mother company was 50.012 million yuan, a year-on-year increase of 28.12%.Against this backdrop, mergers and acquisitions (M&A) in the semiconductor industry are becoming more active. This year, several listed companies in the semiconductor field, such as Sifive, FuChuang Precision, Xinlian Integration, and BoMin Electronics, have successively disclosed their intentions or progress in mergers and acquisitions. Data from Choice shows that within the year, there have been a total of 145 M&A events involving listed semiconductor companies, an increase of 18.8% year-on-year, far exceeding market expectations.
Another reason for Fulude's frequent M&A activities may be the support of the policy environment. On September 24th, the China Securities Regulatory Commission (CSRC) issued the "Opinions on Deepening the Reform of the Market for Mergers and Acquisitions of Listed Companies" (hereinafter referred to as the "Opinions"), which actively supports listed companies in conducting M&A around strategic emerging industries and future industries. This includes cross-industry M&A aimed at transformation and upgrading, acquisitions of unprofitable assets that help to strengthen the supply chain and enhance key technical levels, and supporting the "Two Innovations" sector companies in acquiring upstream and downstream assets in the industry chain, guiding more resource elements towards the direction of new quality productive forces.
The semiconductor industry-related assets that Fulude plans to acquire this time are part of the upstream and downstream of the industry chain. Fulude's main business is to provide one-stop precision cleaning services for semiconductor and display panel manufacturers. The main business of potential acquisition targets such as Dunyuan Juxin, Zhongxin Silicon Wafer, and Fuluhua focuses on the production and sales of semiconductor components. For example, Dunyuan Juxin mainly focuses on the production of silicon components and quartz crucibles, Zhongxin Silicon Wafer produces semiconductor silicon wafers, and Fuluhua produces power semiconductor substrates.
In terms of the acquisition method, Fulude plans to introduce the payment method of issuing convertible corporate bonds, which is also one of the directions of reform. The "Opinions" state that the CSRC will support listed companies in issuing shares and convertible bonds as payment tools, paying transaction consideration in installments, and providing supporting financing in installments according to the transaction arrangements, in order to improve transaction flexibility and the efficiency of capital use.