Wind Kai plans to acquire 100% equity of Zeng Ruizhi Holdings: The target company's revenue in 2025 is expected to exceed 170 million yuan, with net profit attributable to the parent less than 10 million yuan.

Ask AI · How does Wandkai’s acquisition of Zeng Rui Zhikong promote industrial upgrading?

Everyday Economic News Reporter: Wen Duo Everyday Economic Editor: Bi Luming

After market close on April 7th, Wandkai (SZ301309) disclosed that it plans to acquire 100% equity of Jiangsu Zeng Rui Zhikong Technology Co., Ltd. (hereinafter referred to as Zeng Rui Zhikong) through issuing shares and paying cash, and to raise supporting funds by issuing shares to no more than 35 specific targets.

The purpose of this transaction is to promote the listed company’s expansion into high value-added fields such as automotive and industrial applications, achieving industrial upgrading. The company’s stock will resume trading starting April 8th.

Initial issuance price set at 24.77 yuan/share

According to the plan, Wandkai intends to purchase 100% equity of Jiangsu Zeng Rui Zhikong Technology Co., Ltd. held by Suzhou Orlando Precision Manufacturing Co., Ltd., Li Ronghu, Suzhou Chenrong Intelligent Technology Co., Ltd., and Suzhou Wuzhong District Jichuang Investment Partnership (Limited Partnership) through issuing shares and paying cash. This transaction constitutes an asset purchase via share issuance and cash payment but is not expected to constitute a major asset reorganization, related-party transaction, or restructuring listing.

Currently, the audit and valuation work for the target assets has not been completed, and the final transaction price will be negotiated by the parties based on the valuation results.

The issuance price for this share issuance and asset purchase is set at 24.77 yuan/share. The number of shares issued will depend on the final transaction price. After issuance, the lock-up period for the shares obtained by the transaction counterparties will differ based on how long they hold the equity of the target company: those holding the equity for more than 12 months will not be able to transfer within 12 months from the end of the new share issuance; those holding less than 12 months will not be able to transfer within 36 months from the end of the new share issuance.

Regarding the private placement, the company plans to issue shares to no more than 35 qualified specific targets to raise supporting funds. The issuance price has not yet been determined but will not be less than 80% of the average trading price of the company’s stock during the 20 trading days prior to the pricing date (the first trading day of this supporting fund issuance).

The scale of the raised funds is still uncertain, and the use is planned for project construction of the target company, supplementing working capital, etc. Among them, the proportion of supporting funds used to supplement the company’s working capital will not exceed 25% of the transaction price or 50% of the total supporting funds raised.

Zeng Rui Zhikong’s 2025 revenue is 174 million yuan, with total assets of 164 million yuan

Founded on June 4, 2019, Zeng Rui Zhikong is represented by Li Ronghu, with a registered capital of 50 million yuan. It is a high-tech enterprise relying on precision manufacturing technology, specializing in the research, development, production, and sales of various precision valves, valve parts, and pipe fittings such as electromagnetic valves and hydraulic valves.

The precision components produced by Zeng Rui Zhikong are widely used in automotive complete vehicles, engineering machinery, agricultural equipment, liquid cooling, and other terminal fields.

As of the end of last year, Zeng Rui Zhikong had total assets of 164 million yuan, with annual revenue reaching 174 million yuan, and net profit attributable to the parent of 9.9787 million yuan. In 2024, the target company’s revenue also reached 132 million yuan, with net profit attributable to the parent of 8.0827 million yuan.

As of the signing date of this plan, Zeng Rui Zhikong owns several subsidiaries, including Suzhou Witeo Technology Co., Ltd., Zeng Rui Precision Optical Components (Suzhou) Co., Ltd., and Zeng Hui Precision Machinery (Suzhou) Co., Ltd.

Wandkai states that after the completion of this restructuring, the listed company will gain control of the target company.

“Both parties can further achieve upstream and downstream business synergy along the industrial chain, complement each other’s advantages, enhance the ability for sustained development of main business, and help the listed company’s products and markets expand into high value-added fields such as automotive and industrial applications, continuously improving operational quality and bringing new growth points.” Wandkai said.

Daily Economic News