Core Viewpoint - Longyang Electronics plans to acquire 70% of Suzhou Deyou New Material Technology Co., Ltd. for an undisclosed amount, with a valuation of 1.104 billion yuan based on the income approach, reflecting a significant premium of 453.32% compared to its actual financial performance [1] Valuation Concerns - The valuation of Deyou New Material shows a stark contrast to its operational data, with a projected net profit of only 15.6 million yuan for 2024 and a net asset value of 198 million yuan, leading to a transaction premium rate exceeding 122% [1] - The company has committed to a cumulative net profit of no less than 315 million yuan from 2025 to 2027, based on assumptions of domestic substitution for polyacrylic acid foam tape and an annual revenue growth rate of less than 7%, with a stable gross margin of 47%, lacking specific customer orders or proof of technological barriers [1] Performance Commitment Pressure - The gap between the promised performance and reality is significant, as achieving the cumulative target of 315 million yuan would require an average annual net profit of 105 million yuan, which is 673% higher than the 2024 level [2] - Longyang Electronics has not provided detailed information on new customer acquisition or technology transfer progress, relying on vague terms like "product line expansion" and "customer development" [2] - Historical data further undermines the credibility of the commitments, as the main product's technology barriers are not disclosed, and the industry faces low-price competition [2] Financial Risks - The acquisition will be paid in cash, but Longyang Electronics' financial reserves are under pressure, with cash and equivalents at only 184 million yuan at the end of 2024, while also pursuing another acquisition of 120 million yuan [3] - The financial structure will be severely impacted, with a projected increase in total liabilities by 1546.07% post-acquisition and a 1% decrease in net asset value per share [3] - There are hidden debt risks associated with the target company, including a guarantee of 68.76 million yuan provided to a shareholder, with the pledge maturing on April 29, 2029, and no clear source of funds for the transaction [3]
隆扬电子11亿收购案遭监管拷问：453%估值溢价与业绩承诺的悬殊鸿沟