石基信息商誉高悬仍要收购 标的公司营收净利润双降

Core Viewpoint - Shiji Information plans to acquire 13.50% of Shenzhen Sihon Software Co., Ltd. through a share issuance, which may indicate a continuation of high premium pricing based on historical acquisition patterns [1][2] Group 1: Company Overview - Shenzhen Sihon Software, established in April 2004, specializes in digital solutions for the retail industry, offering products such as smart retail, SaaS, digital operations, and Sihon Pay [1] - In 2023, Sihon Software attempted an IPO on the Beijing Stock Exchange but later terminated it [1] Group 2: Financial Performance - For the first three quarters of 2024, Sihon Software reported a 10.79% year-on-year decline in revenue and a 12.38% decrease in net profit attributable to shareholders [1] - As of September 2024, Shiji Information's goodwill reached 1.194 billion yuan, accounting for 12.5% of total assets, primarily from multiple acquisitions [1] Group 3: Acquisition Context - Historical acquisitions by Shiji Information, such as those of Zhongdian Devices, showed significant premiums due to shareholder differences, suggesting a potential for high premium pricing in the current acquisition [1] - The acquisition of Sihon Software may have limited synergy with Shiji Information's main hotel information business, as evidenced by past integration challenges faced by Alibaba Group with Shiji's retail business [2] Group 4: Financial Risks - In 2019, Shiji Information did not recognize impairment for goodwill related to loss-making subsidiaries, raising concerns about aggressive accounting practices [2] - As of Q3 2024, Shiji Information's cash reserves decreased by 276 million yuan, and while the acquisition will not directly consume cash, it may dilute earnings per share [2]