On December 17, Fuda Alloy held a "Investor Explanation Meeting on Termination of Major Asset Restructuring". At the presentation, Wang Dawu, chairman of Fuda Alloy, said, "In the future, the company will actively seek more development opportunities including project incubation and mergers and acquisitions at the right time to continuously improve the company's operating performance .". "
Previously, on December 15, a paper announcement of Fuda Alloy put an end to the cross-border mergers and acquisitions that took nearly half a year.".
The announcement shows that Fuda Alloy originally planned to acquire Zhejiang Guangda Electronics Technology Co., Ltd. (Hereinafter referred to as "Guangda Electronics") for 352 million yuan in cash.
In order to safeguard the interests of listed companies and investors, it was decided to terminate the transaction.
However, since the acquisition was disclosed in July 2025, the process has been repeatedly blocked.
Only 26 days! Be quickly inquired by the Shanghai Stock Exchange!
On September 26, the company officially announced the transaction draft, confirming the acquisition of Guangda Electronics 52
from 15 shareholders such as Wenzhou Chuangda and Wang Zhongnan for 352 million yuan. Less than a month after the draft was published, the Shanghai Stock Exchange quickly issued an inquiry letter requesting the company to respond to the purpose of the transaction, the compliance of the scheme, the financial situation of the target company and the valuation of the transaction.
In this regard, the Shanghai Stock Exchange asked Fuda Alloy to explain the rationality of this related party acquisition under the background of "Red Sea Competition" in the industry and the continued decline in the gross interest rate of the target.
In addition, the coverage ratio of performance commitment in this transaction is obviously low . Only Wang Zhongnan and Wenzhou Chuangda made a performance compensation commitment, promising that the non-net profit deducted by Guangda Electronics in 2025-2027 would not be less than 52.1849 million yuan, 66.3254 million yuan and 84.671 million yuan respectively, and that the cumulative net profit in three years would not be less than 20318.
In this regard, the Shanghai Stock Exchange requires Fuda Alloy to explain the reasons why the family of the actual controller of the target company and Wenzhou Chuangda only sell part of the shares, whether there are other interest arrangements, whether there are subsequent plans to continue to acquire the shares of the target company, and the rationality of other counterparties'non-performance commitments and compensation arrangements.
Second, the financial situation of the target company is worrying.
The inquiry letter pointed out that although the operating income and net profit of Guangda Electronics in 2023, 2024 and January-June 2025 showed a growth trend, the proportion of the company's accounts receivable and the balance of accounts receivable financing in the operating income increased year by year. In terms of
cash flow, Guangda Electronics has been negative for many years and fluctuated greatly . During the reporting period, the net cash flow from operating activities was RMB-98.7335 million, RMB-99.8994 million and RMB-729.9 million, respectively.
In this regard, the Shanghai Stock Exchange requires Fuda Alloy to explain the reasons for the increase in performance and whether the increase in receivables is related to the relaxation of credit policy. And the reason and rationality of operating cash flow from negative to positive in the first half of 2025.
In addition, in view of the fact that the asset-liability ratio of Guangda Electronics has been higher than 70% for a long time, the Shanghai Stock Exchange also asked it to further explain the causes of the high debt ratio of the target company and the specific reasons for the acquisition of related party assets in cash.
Third, about transaction valuation. During the
reporting period, despite the continuous decline in gross profit margin of Guangda Electronics and insufficient coverage of performance commitments, Fuda Alloy still chose to acquire at a high premium. As of June 30, 2025, the book value of the total shareholders' equity of Guangda Electronics was 246.9 million yuan, while according to the income approach, the overall valuation was 670 million yuan, with a value-added rate of 171.
Faced with the continuous questioning of the inquiry letter, Fuda Alloy seems to have fallen into a state of "being asked" and "not being able to answer".
During this period, Fuda Alloy applied for six consecutive postponements on the grounds of "need for further supplement and improvement" until the transaction was terminated, and Fuda Alloy failed to give a clear answer to the relevant queries. Add
another storm!
On November 6, Zhejiang Sote, a subsidiary of Dike Holdings, sued Guangda Electronics, the target company, in the Zhejiang Provincial Higher People's Court for "infringement of invention patents" and claimed 200 million yuan .
Zhejiang Suote said that Guangda Electronics manufactured, sold and promised to sell a large number of photovoltaic conductive silver paste products without permission, and the products have fallen into its 201180032359.
In February 2021, Jiangsu Suote, a subsidiary of Dike Co., Ltd.
On November 23, Guangda Electronics filed a counterclaim against the above case , accusing Zhejiang Sott of maliciously filing an intellectual property lawsuit, claiming 5 million yuan and demanding an apology on its official website and other platforms to eliminate the impact.
On November 24, in response to the counterclaim , Zhejiang Sott applied for the addition of "the defendant immediately stops manufacturing, selling and promising to sell the infringement plaintiff 201180032701.12
10 months, and the case has made new progress.". Zhejiang Suote received the Civil Ruling issued by Zhejiang Provincial Higher People's Court, which rejected the objection raised by Guangda Electronics to the jurisdiction of the original case.
On the whole, Guangda Electronics has gradually fallen behind in this round of patent confrontation.
To say the least, does Fuda Alloy really have the ability to acquire? According to
the company's financial data, as of September 30, 2025, the total assets of Fuda Alloy were 2.905 billion yuan, the total liabilities were 1.88 billion yuan, and the asset-liability ratio was 64.
Short-term borrowing is as high as 7. At this time, if 352 million cash is invested in the acquisition, its asset-liability ratio will soar to 77.
It was originally intended to open up the second growth curve by cross-border photovoltaic silver paste, but if Fuda Alloy is under cash flow pressure, it is eager to sell heavily. They are afraid that they will drag themselves down and lose more than they gain. Now the termination of the acquisition, no matter what the reason, will give Fuda Alloy more time to find a safer way out.
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