公司在技术、产品、客户、产业链等维度与麦歌恩具备较强协同，并购有望带动收入规模增长及盈利能力提升。麦歌恩在磁传感器领域具备丰富研发经验，可期进一步增强公司在相关领域的技术实力和产品组合。麦歌恩在磁传感下游汽车电子、消费电子及工业驱动等领域积累了广泛的客户基础，与公司现有产品品类相结合，围绕客户需求可以实现更具竞争力的解决方案，进一步提升公司品牌覆盖率与市场占有率。同时，麦歌恩主要的晶圆代工和封测服务提供商与公司主要供应商存在重合，本次并购完成后亦有望强化供应链采购协同合作，发挥规模效应，提高公司对上游供应商的议价能力。The company plans to acquire McGowan as a wholly-owned subsidiary. <财产份额转让协议之补充协议>The company issued the “Notice on the Progress and Agreement Concerning the Proposed Acquisition of Shares in Shanghai McGowan Microelectronics Co., Ltd.”, which changed the acquisition of 79.31% of McGowan's shares as set out in the original transaction plan to the acquisition of 100% of the shares. There was no change in McGowan's overall valuation corresponding to the transaction price, and it is still 1 billion yuan.
Wholly-owned holdings are expected to improve integration and operational efficiency. After the transaction is completed, the company will directly and indirectly hold 100% of McGowan's shares. The company can fully control McGowan's operations and decisions to ensure the consistency of strategic goals and company interests; help improve the company's overall business integration efficiency, concentrate R&D resources more effectively, achieve optimal allocation of resources, and improve overall operational efficiency; enable the company and McGowan's business to continue to maintain steady development and strengthen the company's competitiveness in the market.
Take more measures to strengthen the stability of McGowan's core team. In order to enable McGowan to balance short-term performance goals with long-term development needs, optimize the company's resource allocation, and enhance the synergy between the company and McGowan, the company's transaction schedule does not set performance commitment clauses. In order to protect the company's legitimate rights and interests, this supplementary agreement stipulates that Fang Jun, founder of McGowan, should sign restrictions such as competition agreements. At the same time, by paying its property share transfer price in installments to McGowan's core team, the company helps stabilize McGowan's management team and core employees, maintain McGowan's core competitiveness, and achieve long-term stable development.
The company has strong collaboration with McGowan in terms of technology, products, customers, and industrial chain, and mergers and acquisitions are expected to drive revenue growth and profitability. McGowan has rich R&D experience in the field of magnetic sensors, and can be expected to further enhance the company's technical strength and product portfolio in related fields. McGowan has accumulated a broad customer base in the fields of downstream automotive electronics, consumer electronics and industrial drives. Combined with the company's existing product categories, it can achieve more competitive solutions around customer needs, further enhancing the company's brand coverage and market share. At the same time, McGowan's main foundry and testing service providers overlap with the company's main suppliers. After the completion of this merger and acquisition, it is also expected to strengthen supply chain procurement collaboration, exert scale effects, and enhance the company's bargaining power with upstream suppliers.
Investment advice: We expect the company's revenue for 2024/2025/2026 to be 1.906/2.776/3.447 billion yuan, and net profit to mother of 0.148/0.114/0.281 billion yuan, corresponding to 2025/2026 PE of 151.43/61.62 times.
Maintain an “Overweight” rating.
Risk warning: Industry demand falls short of expectations; new product development falls short of expectations; industry competition intensifies; mergers and acquisitions fall short of expectations.
