DEEP RESEARCH · Roswell
Roswell (900260): The Delisting Event Matters More Than ZTE Revenue Growth
A special-situation report on a China-linked telecom equipment company: revenue surge, thin margins, debt, and tender-offer structure.
0. Bottom line first
Roswell’s revenue surge appears to have substance through ZTE orders. But this should be framed less as a normal low-PER/low-PBR turnaround and more as a special situation driven by voluntary delisting, tender-offer price, and minority-shareholder exit mechanics.
Interpretation: A 0.23x PBR may not simply mean “cheap”; it may reflect a China-linked foreign-listing discount, governance discount, and delisting risk all at once.
1. Company identity and key event
Official fact: Roswell is described as a telecom equipment manufacturer based in Jiangsu, China. Its two business axes are telecom antennas/components supplied to ZTE and automotive electronics including CAN bus control systems and HVAC systems.
Official fact: It is a foreign corporation listed on KOSDAQ, and the controlling shareholder structure is described as moving from Zhou Xiang Dong to TRILLION LUCK GROUP LIMITED. The source also mentions TRILLION LUCK GROUP LIMITED at 62.77%.
Official fact: In December 2025, controlling shareholder Trillion Luck Group conducted a tender offer for voluntary delisting, and the controlling shareholder change was completed in January 2026.
2. Revenue surge and revenue quality
| Period | Revenue | Operating profit | Net income | OPM |
|---|---|---|---|---|
| 2022 | KRW 85.1bn | -KRW 6.6bn | -KRW 16.2bn | -7.8% |
| 2023 | KRW 362.9bn | KRW 14.5bn | KRW 15.0bn | 4.0% |
| 2024 | KRW 509.6bn | KRW 19.5bn | KRW 17.4bn | 3.8% |
| 2025 Q4 only | KRW 367.7bn | KRW 6.8bn | KRW 11.2bn | 1.8% |
Official fact: Revenue rose 4.3x in 2023, from KRW 85.1bn to KRW 362.9bn. The source attributes this to large ZTE order recognition and mass supply of antennas and telecom equipment alongside China’s 5G infrastructure expansion.
Official fact: 2025 Q4 standalone revenue of KRW 367.7bn equals about 72% of 2024 full-year revenue of KRW 509.6bn, which the source interprets as a large-project delivery pattern.
Interpretation: Revenue surged, but OPM fell to 4.0%, 3.8%, and 1.8%, while higher manufacturing cost ratio and SG&A were mentioned. This looks more like low-margin order-driven scale growth than high-margin structural improvement.
3. Controlling-shareholder basis and cheap-looking multiples
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Consolidated net income | -KRW 16.2bn | KRW 15.0bn | KRW 17.4bn |
| Controlling EPS | -448 won | 416 won | 482 won |
| BPS | 5,483 won | 5,880 won | 7,110 won |
| ROE | -7.95% | 7.35% | 7.43% |
Official fact: On the controlling-shareholder basis, 2024 net income is KRW 17.4bn and EPS is 482 won. At a share price of 1,654 won, the source cites PER 3.4x and PBR 0.23x.
Interpretation: Those numbers should start the question “why is it this cheap?” rather than end the analysis with “it is cheap.”
4. Why the market cap is low
- Planned delisting: the controlling shareholder announced voluntary delisting, increasing liquidity risk.
- China risk: the company is effectively Chinese, and the market discounts audit and accounting transparency.
- ZTE customer concentration: most revenue depends on ZTE orders.
- 35% free float: the source says foreign ownership is 54.5%, mostly related to the controlling shareholder, leaving little real float.
- Zero dividends: no dividends from 2022 to 2024.
- 300% debt ratio: the 2024-end debt ratio of 300.88% highlights borrowing dependence.
5. Cash flow, debt, and EV view
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Debt ratio | 42% | 97% | 301% |
| Quick ratio | 319% | 177% | 104% |
| Reserve ratio | 7.6% | 15.6% | 24.7% |
Interpretation: The debt ratio jumped from 42% to 301% in two years, while the quick ratio fell from 319% to 104%. The source reads this as financing working capital, inventory, and receivables needed for ZTE order expansion through debt.
At EBITDA of about KRW 27.2bn, EV/EBITDA is presented as roughly 5-6x after considering market cap of KRW 77.6bn and net debt. Quarterly net income exists, but operating cash flow is not keeping up with revenue growth.
6. 2026 sustainability
Positive scenario
- If ZTE orders continue in 2026, annual revenue could exceed KRW 1tn.
- The China 5G-A/6G investment cycle means an order pipeline itself exists.
Why the negative scenario is stronger
Delisting underway
The biggest variable is the risk that capital gets trapped before an investment thesis can play out.
OPM decline
OPM of 4.0% → 3.8% → 1.8% suggests volume growth comes with thinner margins.
301% debt ratio
If order growth stops, this can quickly become financial stress.
ZTE dependence
Without customer diversification, order volatility becomes earnings volatility.
7. Overall judgment
| Item | Assessment |
|---|---|
| Revenue growth | Strong: explosive due to ZTE orders |
| Profitability | Weak: margin keeps falling, 2025 Q4 OPM 1.8% |
| Financial health | Weak: 301% debt ratio and worsening liquidity |
| Sustainability | Low: single-customer dependence and planned delisting |
| Valuation | Numerically very cheap, but discounted for delisting and China risk |
Conclusion: The revenue surge has substance. But because this is a company pursuing delisting, it is hard to approach it as a normal investment candidate. Tender-offer price and delisting schedule matter more than whether 2026 revenue continues.
8. Common conclusion from additional bot analysis
The source includes additional DataClaw and InsightClaw analysis. Both converge on the idea that Roswell is not a low-PER/PBR telecom parts stock, but a special-situation stock whose value is dominated by the delisting event.
- Key variable 1: speed of delisting procedure
- Key variable 2: minority-shareholder exit price and additional tender terms
- Key variable 3: controlling shareholder TRILLION LUCK’s intent
- Key variable 4: sustainability of ZTE dependence
9. Tender-offer structure and remaining shares
Official fact: The source calculates total shares at about 46,008,890 excluding treasury shares. The first tender offer ran from 2025-12-12 to 2026-01-09 for 24,147,451 shares, 52.5% of shares, at 1,580 won per share, a 58.4% premium to the prior close of 997 won.
Official fact: The second tender offer ran from 2026-01-21 to 2026-02-10 for about 7,136,439 shares, also at 1,580 won per share, with maximum consideration of about KRW 11.3bn.
| Filing | rcpNo | Date |
|---|---|---|
| First tender-offer statement | 20251212000002 | 2025-12-12 |
| First result report | 20260113000397 | 2026-01-13 |
| Second tender-offer statement | 20260121000003 | 2026-01-21 |
| Second result report | 20260212001054 | 2026-02-12 |
| Large-shareholding report | 20260213001959 | 2026-02-13 |
Official fact: The source cites the latest FnGuide figure as TRILLION LUCK and two others holding 29,914,806 shares, or 64.99%, leaving about 13,813,864 shares, or 30.01%, needed to reach the 95% delisting threshold.
Interpretation: Even after the second tender, the stake appears far below 95%. If the market price is above the tender price, minority shareholders have weak incentive to tender, creating a fork between a third tender with a higher price or giving up the delisting.
10. Governance note
| Holder | Shares | Stake |
|---|---|---|
| Zhou Xiang Dong direct holding | 11,883,837 | 25.8% |
| LUCKY GALLANT LIMITED | 9,998,418 | 21.7% |
| Total | 21,882,255 | 47.5% |
TRILLION LUCK GROUP LIMITED is summarized as a BVI entity established on 2025-08-13 with USD 50,000 capital, contact number +86 13813151669, four directors, and the role of a tender-offer SPC for Roswell’s delisting. LUCKY GALLANT LIMITED is also summarized as a BVI entity, registration number 2183700, capital USD 50,000, and director/representative ITOKAWA MASAHIRO.
Final one-line view: Roswell has real ZTE-driven revenue growth, but the correct frame is event analysis around tender-offer price, delisting schedule, and remaining stake acquisition, not ordinary earnings-stock analysis.