对于终止原因，中英科技表示，主要由于本次交易事项自筹划以来已历时较长，市场环境较本次交易筹划之初发生较大变化，交易各方对本次交易方案进行了多次论证和协商，但未能就交易的最终方案达成一致意见。① Zhongying Technology terminates the acquisition of Botemon Electric Machine due to the parties involved failing to reach an agreement on the final plan; ② Botemon holds a 30% market share in the new energy vehicle brushless electric machine sector, and Zhongying Technology previously hoped to achieve a "New Materials + Thermal Management" dual-driven strategy through the acquisition; ③ Zhongying Technology has cash of 0.122 billion yuan on its books, and to complete this acquisition valued at 1 billion, it may need to significantly introduce bank loans and other external financing.
On December 20, according to the Financial Association (Reporter Wu Chao), Zhongying Technology (300936.SZ) originally planned to acquire a leading company in the domestic new energy vehicle brushless electric machine market, but today announced that this major asset reorganization has been terminated after approximately 5 months of planning, resulting in the demise of the envisioned "dual-driven" development strategy.
According to the announcement, Zhongying Technology received a "Negotiation Letter on the Termination of Equity Acquisition" from Suzhou Botemon Electric Machine Co., Ltd. (hereinafter referred to as "Botemon"), along with counterparts Wu Zhimin, Suzhou Boyu Technology Co., Ltd., Suzhou Tengma No. 1 Venture Capital Partnership (Limited Partnership), and Zhang Hanliang, indicating that the parties intend to terminate the equity acquisition.
Regarding the reason for termination, Zhongying Technology stated that the main reason is that the transaction has been in planning for a long time and the market environment has changed significantly since the initial planning, while the parties involved have performed multiple validations and negotiations on the transaction plan but failed to reach a consensus on the final arrangement.
Zhongying Technology first disclosed its intention to plan a major asset reorganization on July 23 this year, and on August 22 disclosed the company's signing of the "Equity Acquisition Intent Agreement" with related parties. The company proposed to acquire 55% of the shares of the target Botemon and obtain control over Botemon by means of cash payment. The estimated range of the overall valuation of Botemon for this transaction was 1.3 billion to 1.6 billion yuan, but the specific acquisition plan had never been finalized. During this period, the company disclosed the progress of the major asset reorganization four times, indicating that in communication and negotiation,
Zhongying Technology focuses on the communication field, with products centered around high-frequency communication materials. Its downstream application areas are concentrated in the heat dissipation fields of communication base stations and mobile phones. From the financial data, Zhongying Technology has seen stable growth in revenue in recent years, but the gross margin has declined, with figures of 45.62%, 37.21%, 26.90%, 27.69%, and 25.05% from 2020 to 2023 and the first three quarters of 2024, showing a situation where revenue increases without corresponding profit growth.
Additionally, as of the end of the third quarter of this year, Zhongying Technology has cash of 0.122 billion yuan. Since the payment method for this acquisition was clarified to be cash, Zhongying Technology would need to pay nearly 0.9 billion yuan based on the 55% valuation of the target to complete the anticipated restructuring, which would necessitate significant external financing means such as bank loans.
This acquisition represents a degree of cross-industry operation for Zhongying Technology. According to Botemon's official website and other materials, the company specializes in the production of brushless permanent magnet electric machines, with an annual production capacity of 9 million units, and currently holds a 30% market share in the new energy vehicle brushless electric machine sector, ranking first domestically. Apart from the automotive sector, the company's brushless electric machines are also widely used in rail transportation, industrial products, medical instruments, and other fields.
In the acquisition announcement, Zhongying Technology stated that through this Trade, the company can leverage Botema's industry position in the thermal management electric machine field of new energy vehicles to quickly enter the business area of new energy vehicle thermal management systems, and gradually promote the application of the company's thermal management component materials in related fields, further enrich the company's product line and expand downstream application areas, which is beneficial for the company to seize strategic development opportunities in the new energy vehicle industry and accelerate the realization of the "New Materials + Thermal Management" dual-drive development strategy.
During the planning of the acquisition, important shareholders of Zhongying Technology reduced their Shareholding, but did not make any corresponding increases. The company disclosed on November 29 that its controlling shareholder and actual controller's concerted action party, Changzhou Zhongying Huicai Private Equity Investment Management Center (Limited Partnership), completed the Shareholding reduction, reducing 0.609 million shares of the company from October 17 to 18, with an average transaction price of 47.28 yuan per share, for a total transaction amount of about 28.79 million yuan. Additionally, Director and Deputy General Manager Gu Shuchun originally planned to reduce no more than 0.0591 million shares before October 2, but this was ultimately not executed.