Core Viewpoint - Huafeng Chemical (002064.SZ) is advancing its related acquisition by planning to purchase 100% equity of two companies controlled by its actual controller, You Xiaoping, through a combination of share issuance and cash payment, despite concerns over high asset-liability ratios and related transactions [2][3][4]. Group 1: Acquisition Details - The acquisition involves 100% equity of Zhejiang Huafeng Synthetic Resin Co., Ltd. and Zhejiang Huafeng Thermoplastic Polyurethane Co., Ltd., with a total transaction price of 6 billion yuan, including 600 million yuan in cash and 5.4 billion yuan through share issuance [3][4]. - The valuation of the two target companies shows significant appreciation, with Huafeng Synthetic Resin valued at 4.04 billion yuan (an increase of 506.96%) and Huafeng Thermoplastic valued at 1.96 billion yuan (an increase of 478.49%) [4]. Group 2: Financial Performance and Concerns - Both target companies have seen their asset-liability ratios increase, with Huafeng Synthetic Resin's ratio rising from 60.48% to 75.75% and Huafeng Thermoplastic's from 71.44% to 85.21%, which is significantly higher than industry averages [4][5]. - In 2024, the two companies distributed a total of 2 billion yuan in dividends, primarily benefiting the family of the actual controller, raising concerns about the sustainability of the acquisition given the rising debt levels [4][7]. Group 3: Historical Context and Future Projections - This acquisition follows a previous related transaction in 2019, where Huafeng Chemical acquired 100% equity of Zhejiang Huafeng New Materials Co., Ltd. with a valuation increase of 222% [14]. - Huafeng Chemical's financial performance has been under pressure, with a reported revenue of 26.93 billion yuan in 2024, a year-on-year increase of 2.4%, but a net profit decline of 10.4%, marking three consecutive years of profit decline [15].
华峰化学高溢价关联并购:标的突击分红,关联交易暗增|并购一线