Financial Association News, October 16th (Reporter Wang Biwei) - The detailed rules of the acquisition and restructuring case of the lithography concept stock H.B. Fuller (301297.SZ) that has attracted much market attention have been revealed.

H.B. Fuller intends to acquire Jiangsu H.B. Fuller Semiconductor Technology Co., Ltd., a power semiconductor copper ceramic substrate company controlled by its controlling shareholder, Shanghai Shenhe Investment Co., Ltd. In 2023, H.B. Fuller's revenue is close to three times that of H.B. Fuller. This move may have a significant impact on its performance and capital market performance.

According to the latest announcement by H.B. Fuller, the company plans to issue shares and convertible corporate bonds to the trading counterparty such as Shanghai Shenhe Investment Co., Ltd. to purchase 100% equity of Jiangsu H.B. Fuller Semiconductor Technology Co., Ltd. held by them, and intends to issue shares to no more than 35 specific investors to raise matching funds. The transaction is expected to constitute a major asset restructuring, constitute a related party transaction, not constitute a restructuring of the list, and the company will resume trading on the 17th.

According to Tianyancha, Shanghai Shenhe Investment Co., Ltd. holds 50.24% of H.B. Fuller's shares and 55.1117% of H.B. Fuller China's shares, and is the common controlling shareholder of H.B. Fuller and H.B. Fuller China; while Japan's Magnetic Technology Holdings Co., Ltd. (referred to as 'FERROTEC Group') holds 100% equity of Shanghai Shenhe Investment Co., Ltd., and is the indirect controlling shareholder of H.B. Fuller and H.B. Fuller China.

Last month on the evening of the 25th, H.B. Fuller announced that the company was planning to acquire semiconductor-related assets under the indirect controlling shareholder FERROTEC Group and stated that it would halt trading from the market open on September 26th. As FERROTEC Group currently controls multiple semiconductor companies in China other than H.B. Fuller, including Zhongxin Wafer, Shield Source Polycrystal, and H.B. Fuller China, all of which had IPO related plans or actions, the market speculated whether H.B. Fuller's restructuring this time would involve the acquisition of multiple related companies or semiconductor sectors controlled by FERROTEC Group in China, triggering investors' boundless imaginations.

After the disclosure of the acquisition case tonight, some investors expressed a slight disappointment in the stock bar, but many investors also have full confidence in the future performance of H.B. Fuller, because for H.B. Fuller, the injection of assets from just H.B. Fuller China alone will have a huge impact on the company.

The announcement shows that H.B. Fuller's operating income for the years 2022, 2023, and January-June 2024 (all unaudited) were 1.107 billion yuan, 1.692 billion yuan, and 0.899 billion yuan, respectively, with net profits reaching 0.261 billion yuan, 0.354 billion yuan, and 1.28 billion yuan. According to information from the Jiangsu Provincial People's Government website, H.B. Fuller's enterprise scale has grown 27 times in the past 5 years, showing astonishing growth.

H.B. Fuller's revenue in 2023 was 0.594 billion yuan, a decrease of 4.75% year-on-year; achieving a net income attributable to the shareholders of the listed company of 89.2494 million yuan, a year-on-year increase of 1.33%. The market cap before the suspension was 7.045 billion yuan. If the assets can be successfully injected, H.B. Fuller's performance and capital market performance may undergo significant changes.

However, since the acquisition is currently in the preliminary stage, whether it can proceed smoothly remains to be seen. H.B. Fuller has also provided risk warnings in this proposal, indicating that this transaction still faces approval risks, risks of adjusting or modifying the transaction terms, risks of unimplemented fundraising, among others.