Jinfu Technology Plans To Spend 714 Million Yuan On A Cross-industry Acquisition

On the evening of February 5, Jinfutech (003018) announced its plan to acquire equity and related-party transactions. The company intends to acquire a controlling stake in two liquid cooling enterprises for no more than 714 million yuan, entering the liquid cooling sector.

The company's actual controller promises to "cover the bottom"

The transaction binding mechanism is a major feature of this acquisition. According to the announcement, Chen Jinpei, the controlling shareholder of the listed company, and Mo Zhenlong, the founding shareholder of the target company, signed the "Jinfu Technology Co., Ltd. Share Transfer Agreement" (hereinafter referred to as the "Share Transfer Agreement"), stipulating that Chen Jinpei would transfer 15.60 million shares of the listed company to Mo Zhenlong through the transfer of the agreement (hereinafter referred to as the "Agreement Transfer"), accounting for 6% of the total share capital of the listed company. The transfer of this agreement is subject to the completion of the acquisition of the underlying assets, and if the acquisition of the underlying assets by the listed company cannot be implemented for any reason, the transfer of the agreement shall not be implemented. The restriction period for the transfer of shares under this agreement is 36 months from the date of completion of the transfer of the transferred shares under this agreement.

Duchuang Finance noted that this transaction has set up a strict performance commitment and compensation system, involving the dual entities of the counterparty and the controlling shareholder of the listed company. Chen Jinpei, the controlling shareholder and actual controller of Jinfuke, also gave a "bottom-up" commitment to the transaction, which is quite different.

Specifically, the counterparties to this transaction, Mo Zhenlong, Yang Ke, Zhou Chao and Cai Ling, signed the "Performance Compensation Agreement on the Equity Transfer of Zhuohui Metal and Lianyi Thermal Energy" (hereinafter referred to as the "Performance Compensation Agreement") with the listed company and Chen Jinpei, making a commitment to the performance of the target company. The actual net profit of the target company in 2026 shall not be less than 11,000 yuan, and the cumulative actual net profit in 2027 and 2028 shall not be less than 28,000 yuan. The counterparty promises to compensate for the unrealized promised net profit in cash and pledge the remaining 49% of the equity of the target company to the listed company to ensure the realization of performance compensation. In order to guarantee the performance of the obligations under the Performance Compensation Agreement, after the transfer of the underlying shares transferred by this agreement is completed, Mo Zhenlong intends to pledge his 6% of the shares held by the listed company to Mr. Chen Jinpei. At the same time, Mr. Chen Jinpei is additionally responsible for performance compensation and asset impairment compensation for this transaction.

It is planned to cut into the high-prosperity track of liquid cooling and heat dissipation

According to public information, Jinfu Technology's main business is the research and development, design, production and sales of packaging products used in beverages, food and other fields, the company's main products are 3025 covers, 2925 covers, T2925 covers, 1881 covers, PC bottled water caps, 4.5L bottled water caps, 38 covers, 1881 covers, new packaging tab lids, plastic combination covers; It is used in dairy packaging and other bottle caps, plastic combination caps and packaging products in other fields.

According to the announcement, the target company focuses on liquid-cooled cooling products and is mainly engaged in the research and development, production and sales of precision structural parts of liquid-cooled cooling modules. The target company has a R&D team with rich experience in the field of heat dissipation, which has been carrying out R&D work around the structural design, material selection and process optimization of liquid-cooled cooling products for a long time, and can provide customized liquid-cooled cooling structural parts products according to different application scenarios and customer needs. The target company has become the core supplier of leading customers in the field of liquid cooling and heating.

Specifically, Zhuohui Metal's main products include liquid-cooled copper tubes and their components, stainless steel pipes and their components, bellows pipes and their components, aluminum tubes and their components, water collectors, etc., which are mainly used in liquid-cooled cooling systems; Lianyi Thermal's main products include water block components, stainless steel water dividers, stainless steel bellows, copper water cooling plates, memory module cooling modules, etc., which are mainly used in liquid cooling systems.

As for the impact of this transaction on the company, the announcement said that before this transaction, the listed company was mainly engaged in the research and development, design, production and sales of packaging products used in beverages, food and other fields. After this transaction, the listed company will cut into the high boom track of liquid cooling and heat dissipation, forming the company's second growth curve, and the listed company will actively promote the effective integration of talents, technology and customer resources, enhance the long-term profitability and industry position of the listed company, and promote the listed company to enter a new stage of high-quality development. The company still needs to implement the review procedures such as the board of directors and shareholders' meeting (if necessary) for the formal agreements signed by all parties. After careful research and discussion, the company's management believes that the relevant industries have a lot of room for growth, and the signing of the framework agreement is conducive to helping the company's strategic layout in related fields, finding new performance growth points for the company, and promoting the company's sustainable development.

Remind of risks such as non-compliance with performance commitments

The announcement reminds that the "Framework Agreement I" and "Framework Agreement II" signed this time are the preliminary consensus reached between the company and the counterparty on the acquisition matter, and the company also needs to further negotiate with all shareholders of the target company on whether to sign a formal acquisition agreement and other transaction documents based on the results of due diligence, audit, evaluation, etc., and there is still uncertainty about whether the final transaction can be reached. In addition, this transaction may also be subject to the following risks:

▲Acquisition and integration risk

The target company is mainly engaged in the research and development, production and sales of liquid cooling products, the company's main business and the target company's main business belong to different industries, before this transaction, the listed company has no management experience in related industries, the company's operation and management ability, coordination and integration ability will face certain tests. There is a risk of acquisition and integration in this transaction.

▲The risk of performance commitments not meeting the standard

The counterparties to this transaction Mo Zhenlong, Yang Ke, Zhou Chao and Cai Ling promised that the actual net profit of the target company in 2026 shall not be less than RMB 11,000 million, and the cumulative actual net profit in 2027 and 2028 shall not be less than RMB 28,000 million. The company and Chen Jinpei, a related party to the transaction and the controlling shareholder of the listed company, agreed on the performance compensation clause on the above performance commitments.

However, because the realization of the target company's performance commitments will be affected by national and industry policies, macroeconomics, industry markets, operation and management, and market failure to meet expectations, there is a risk of uncertainty in operating performance, which will affect the company's operating results.

▲Risk of goodwill impairment

After the completion of this acquisition, the company will confirm the final goodwill amount in a timely manner based on the financial data of the target company on the date of the merger. The net book assets of the target company as of the valuation reference date are about 75 million yuan, and the transaction consideration is expected to be no higher than 714 million yuan. According to the relevant provisions of the Accounting Standards for Enterprises, the goodwill formed by this acquisition will be tested for impairment every year, and if there are adverse changes in the target company's future business activities, there will be an impairment risk of goodwill.

▲There is a significant risk of uncertainty in the transaction

The company had planned to acquire control of Guangdong Lanyuan Technology Co., Ltd. in 2025, and had carried out due diligence, audit and other related work in the process of promotion, but the acquisition was finally terminated due to the failure of the two parties to reach an agreement on some core terms.

The transaction is still in the process of planning and promotion, and the transaction plan still needs to be further negotiated and confirmed by all parties to the transaction, and the necessary internal decision-making procedures need to be performed. There is uncertainty about whether the transaction will be finalized, whether it can be successfully implemented and when it will be implemented. If the parties to the transaction fail to reach an agreement on core terms such as transaction conditions and transaction consideration, or due to major changes in the market environment and other factors, there is a risk that the transaction will be terminated or cannot be implemented. The company will fulfill its information disclosure obligations in a timely manner according to the progress of relevant matters, and investors are advised to pay attention to investment risks.

Market analysis believes that after terminating the planning to control Lanyuan Technology at the end of 2025, Jinfu Technology quickly launched this cross-border acquisition, and the actual controller covered the performance commitment of the counterparty in the equity acquisition, showing the obvious sincerity of promoting the implementation of the transaction, and also reflecting the urgent desire of traditional manufacturing enterprises to find new growth poles. But on the other hand, the possible characteristics of high premium, high goodwill, and large industry span also indicate that this transaction contains certain risks. As for whether the transaction can finally be successfully implemented and the expected synergy effect can be realized, investors still need to continue to observe the progress of due diligence, audit evaluation and follow-up integration.