Core Viewpoint - Longyang Electronics (Kunshan) Co., Ltd. plans to acquire 70% of Suzhou Deyou New Material Technology Co., Ltd. for a total price of 770 million yuan, with 488 million yuan sourced from the company's raised funds and interest [1][3] Group 1: Acquisition Details - The acquisition will be executed in two steps: first, the company will acquire 70% of Deyou New Material for cash; second, after the performance commitment period, the company will acquire the remaining 30% [3] - Upon completion of the first step, Deyou New Material will become a subsidiary of Longyang Electronics, and after the full acquisition, it will be a wholly-owned subsidiary [3] Group 2: Financial Performance of Deyou New Material - Deyou New Material specializes in the research, production, and sales of composite functional materials, primarily for consumer electronics [4] - Projected revenues for Deyou New Material are 236.36 million yuan in 2023, 418.91 million yuan in 2024, and 73.98 million yuan in early 2025, with net profits of 25.88 million yuan, 93.50 million yuan, and 18.29 million yuan respectively [4] Group 3: Performance Commitments - The seller has committed to a cumulative net profit of no less than 315 million yuan for the first three fiscal years (2025-2027) [4] - For the second phase (2028-2030), the cumulative net profit should also be no less than 315 million yuan, but not exceed the actual net profit achieved in the first phase [5] Group 4: Valuation and Goodwill - The valuation of Deyou New Material shows a significant increase, with a valuation of 1.104 billion yuan for 100% equity, resulting in a 453.32% increase over book value [6] - The transaction will create approximately 579.67 million yuan in goodwill on Longyang Electronics' consolidated balance sheet [7] Group 5: Longyang Electronics' Performance - Longyang Electronics has experienced declining performance since its IPO in October 2022, with revenue and net profit decreasing by 12.11% and 14.58% respectively in 2022, and further declines of 29.51% and 42.7% in 2023 [7] - In 2024, revenue showed a slight increase of 8.51%, but net profit still declined by 15.02% [7]
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