杰华特拟斥资3亿元收购亏损企业 业绩约定未设惩罚条件 双重估值模式引关注

Core Viewpoint - Jiewater is seeking to address operational challenges post-IPO by planning a 318.74 million yuan acquisition of Nanjing Tianyi Hexin Electronics to enhance its semiconductor business and improve profitability [1][5] Group 1: Acquisition Details - Jiewater plans to acquire a total of 40.89% equity in Tianyi Hexin for approximately 318.74 million yuan, with the acquisition split between direct and indirect purchases [1][3] - The direct acquisition involves purchasing 29.74% equity from 10 institutional shareholders at a valuation of about 1.066 billion yuan, while the indirect acquisition involves 11.15% equity from management at a valuation of approximately 778 million yuan [3][4] - The acquisition includes a unique dual valuation structure, with the external shareholders' equity priced based on "investment principal + simple interest," ensuring returns even before profitability [3][4] Group 2: Financial Performance and Projections - Tianyi Hexin is projected to generate 200 million yuan in revenue for 2024, with a net loss of approximately 43.76 million yuan, although it turned profitable in Q1 2025 with revenue of 50.04 million yuan [6][5] - Jiewater's revenue for 2024 is expected to be heavily reliant on power management chips, with signal chain chip revenue accounting for less than 2% and a gross margin of -1.66% [6][1] - The acquisition aims to enhance Jiewater's product offerings and market competitiveness, leveraging Tianyi Hexin's customer channels and shared supply chain resources [6][5] Group 3: Strategic Implications - The acquisition is seen as a strategic move to optimize Jiewater's signal chain business and improve overall performance amid a challenging semiconductor market [1][4] - Jiewater's management has set performance targets for Tianyi Hexin, aiming for a minimum annual revenue growth rate of 20% for 2026 and 2027, although these targets lack punitive measures [7][6] - The deal is structured to allow Jiewater to pay the acquisition price in two phases, reflecting its cautious cash flow management [7][1]