公司拟使用自有资金3.36 亿元收购鸿舸半导体少数股东合计30.5%股权，本次交易完成后，公司对鸿舸半导体的直接持股比例将由60%增加至90.5%，我们认为控股股权提升，进一步夯实公司在零部件领域的布局，同时有利于后续零部件产品拓展。2024 年1-11 月鸿舸半导体实现净利润9109 万元，同比增长约35%，交易估值11 亿元，线性外推25 年10 亿营收+1.5 亿利润，PE 估值7X，估值较为便宜，显著低于可比公司估值（wind 一致预期，江丰/富创/新莱25 年对应PE 估值42X/44X/26X）。鸿舸gas box 已经向国内头部半导体设备公司批量供货，截至Q3，公司非设备（零部件和模组、气体和先进材料以及MRO 业务）新签合同同比增长83%，占比已超过38%，持续高速增长，随着设备商上清单，美国管制进一步细化严格，将充分受益零部件国产替代加速。Incident Overview
On December 3, the company continuously announced three important matters: the acquisition of Hongge's shares, the second phase of the employee stock ownership plan, and the issuance of convertible bonds. The strategic layout is clear, the business development logic is clear, and the long-term development prospects are clear.
The share of the acquisition of Hongge Holdings increased to 90.5%, and parts businesses such as gas bos are expected to usher in rapid development
The company plans to use 0.336 billion yuan of its own capital to acquire a total of 30.5% of Hongge Semiconductor's minority shareholders' shares. After the transaction is completed, the company's direct shareholding ratio in Hongge Semiconductor will increase from 60% to 90.5%. We believe that the increase in the controlling shareholding will further consolidate the company's layout in the parts field and facilitate subsequent component product development. From January to November 2024, Hongge Semiconductor achieved net profit of 91.09 million yuan, a year-on-year increase of about 35%, transaction valuation of 1.1 billion yuan, linear extrapolation of 25 billion revenue plus 0.15 billion profit, PE valuation 7X. The valuation was cheaper, significantly lower than the comparable company's valuation (Wind agreed, Jiang Feng/Fuchuang/Xinlai corresponds to PE valuation 42X/44X/26X in 25). Hongge Gas Box has been supplying large quantities to leading domestic semiconductor equipment companies. As of Q3, the company's new contracts for non-equipment (components and modules, gas and advanced materials, and MRO business) increased by 83% year-on-year, accounting for more than 38%, and continued to grow rapidly. As equipment vendors are on the list, US regulations are further refined and strict, and domestic replacement of fully benefiting parts will be accelerated.
The second phase of the employee stock ownership plan was launched after a lapse of 1 year to normalize the incentive system to promote long-term development
The company plans to distribute approximately 6.1 million shares to no more than 70 employees (including general managers, directors and 68 mid-level core employees), accounting for about 2.11% of the company's share capital, and the planned transfer price is 19.50 yuan/share. This time, the employee stock ownership plan was unlocked over three years, with an unlocking ratio of 40%/35%/25% for each period. The assessment index is based on net profit deducted from the mother in 2024, and the net profit growth rate after deducting non-return to the mother will not be less than 20% every year from 2025 to 2027. Looking at the company's performance in the past, the company's net profit growth rate CAGR in 2020-2023 was 66.25%, and the 24Q1-3 net profit growth rate was 54.67%, which has maintained rapid growth over a long period of time. Therefore, we believe that the goal of this assessment is less difficult, and we prefer to motivate employees by allocating shares to motivate employees, retain core talents, and maintain the company's competitive advantage. At the same time, we noticed that only one year has passed since the first phase of the company's shareholding plan, and the company used stocks as a long-term incentive mechanism to retain core talents, fully demonstrating confidence in long-term development.
Issued convertible bonds to raise 1.04 billion yuan, focusing on projects to expand production of electronic specialty gas and advanced materials
The company plans to issue convertible bonds to unspecified targets to raise no more than 1.04 billion yuan, of which 0.35 billion yuan will be invested in the Tongling Zhengfan Electronic Materials Phase II project (annual output of 890 tons of advanced electronic materials and 0.3 million cubic electronic grade mixed gases); 0.4 billion yuan in the Zhengfan Lishui special gas project; 0.15 billion yuan in the new pharmaceutical core equipment and materials research and development base project; 0.17 billion yuan will be used to refill the flow. Looking at investment trends, this fundraising focuses on: 1) electronic specialty gas: focusing on increasing electronic bulk gas to expand product and regional coverage; 2) advanced materials (mainly precursors): the core raw materials for semiconductor thin film deposition, the Tongling base will cover more than 20 types of precursor products. After production line construction is completed, the OPEX business is expected to accelerate volume.
Investment advice
We maintained the company's 2024-2026 revenue forecasts of $53.96, 71.46, and 9.043 billion yuan, respectively, +41%, +32 and +27%, and slightly adjusted the 2024-2026 net profit forecasts of 5.52, 7.96, and 1,093 million yuan (original values were 5.52, 7.94, and 1,092 million yuan), respectively, +38%, +44, and +37%; the 2024-2026 EPS forecast was 1.91, 2.75 and 3.78 yuan, respectively (original Values are 1.92, 2.76, and 3.79 yuan), and the 2024/12/3 stock price of 38.6 yuan corresponds to PE 20, 14, and 10 times, maintaining an “gain” rating.
Risk warning
There is uncertainty that matters such as declining downstream capital expenditure, increased market competition, new business development falling short of expectations, proposed acquisitions and proposed issuance of convertible bonds have not yet been completed.
