Event
The proposed purchase of 100% shares of Zhiliang Electronics by issuing shares and cash, and raising matching funds of no more than 550 million yuan have been approved and approved by the exchange.
Main points of investment
Zhiliang Electronics is mainly engaged in electronic countermeasures business, with high R & D investment, strong competitiveness and profitability. Zhiliang Electronics is a scarce private radar electronic countermeasure system-level manufacturer in China. Business types and technical reserves are comprehensive: electronic reconnaissance, electromagnetic protection, radar anti-jamming, simulation training. The company's operating income in the first three quarters of 18-20 was 0.58,0.88 and 71 million yuan respectively, and the product gross profit margin was 77%, 76% and 75% respectively.
It is promised that the net profit for 20-22 years will not be less than 0.48, 0.57, 0.69 million yuan, and 50% of the excess will be used as a performance reward.
Prior to this, the company announced that the potential order of Zhiliang Electronics reached 860 million yuan as of September 30: the existing order was 345 million yuan, which will be delivered in October-November, 2021 and 2022, respectively. In addition, the amount of production forecast issued by customers is 518 million yuan. Specific orders are expected to be formed in the next three years.
The matching funds raised shall be used to pay the cash consideration of the transaction, intermediary fees, replenishment and debt repayment and other supporting financing to be used to pay the cash consideration of the acquired assets, 30 million yuan for intermediary fees, and 220 million yuan for replenishment and debt repayment. As of September 30, the asset-liability ratio of the company is 52%, of which the amount of interest-bearing liabilities is 1.93 billion yuan. after repaying some of the debts, it will optimize the capital structure, reduce financial risks, and provide guarantee for the company's medium-and long-term steady development.
The national defense electronic business of listed companies is expected to further strengthen that the products of Zhiliang Electronics and Star Wave Communication can be used in the field of radar and electronic countermeasures, in which Zhiliang Electronics has the matching capability of radar electronic countermeasure system-level products. Star Wave Communications can provide microwave modules for Zhiliang Electronics related system-level products, and the two sides belong to the upstream and downstream relationship of the same industry chain, with a high degree of synergy. The demand for national defense increases during the 14th five-year Plan period, and the defense electronics business of listed companies is expected to break out after the completion of integration.
Profit forecast and valuation
The company is expected to account for 44% of defense electronics revenue and 65% of profits in 2021, and the quality of "defense electronics" has been significantly enhanced. It is estimated that the company's net return profit from 2020 to 2022 will be RMB 31x540L 650,000,000, with a year-on-year growth rate of 32%, 75% and 19%, respectively, and the corresponding PE is respectively times that of 33-19-16. Maintain a "buy" rating.
Risk hint
The investment scale of railway or power grid is lower than expected; Zhiliang Electronics M & A fails; the delivery progress of military orders is lower than expected; the risk of equity pledge of major shareholders; the risk of lifting the ban on restricted shares.