禾信仪器主业承压三年半亏2.22亿 推3.84亿重组突围将增3.26亿商誉

Core Viewpoint - HeXin Instruments (688622.SH) is restructuring to enter the quantum computing sector, aiming to overcome challenges in its core business, which has been under pressure due to market conditions and declining demand [1][4]. Group 1: Restructuring Details - HeXin Instruments plans to acquire 56% of Shanghai Liangxi Technology Co., Ltd. for approximately 384 million yuan, with a total valuation of Liangxi Technology at 686 million yuan, reflecting a significant premium of 1083.71% [1][2]. - The acquisition will be financed through a combination of cash and stock, with up to 246 million yuan raised from specific investors to support the transaction and improve liquidity [2][3]. - Post-acquisition, Liangxi Technology will become a subsidiary of HeXin Instruments, enhancing its product offerings in high-end scientific instruments [3][6]. Group 2: Financial Performance - HeXin Instruments reported a revenue of 52.82 million yuan in the first half of 2025, a decline of 48.88% year-on-year, with a net loss of 17.46 million yuan, although this represents a reduction in losses by 20.86% compared to the previous year [1][4]. - The company has experienced continuous losses over the past three and a half years, with cumulative net losses amounting to approximately 222 million yuan [5]. - In contrast, Liangxi Technology demonstrated stronger profitability, with revenues of 26.79 million yuan, 74.35 million yuan, and 70.80 million yuan from 2023 to the first half of 2025, and net profits of 0.20 million yuan, 2.20 million yuan, and 2.81 million yuan during the same period [6]. Group 3: Performance Commitments - The transaction includes performance commitments from Liangxi Technology, ensuring net profits of no less than 35 million yuan, 50 million yuan, and 65 million yuan for the years 2025 to 2027, with a cumulative target of at least 150 million yuan [3][4]. - If the cumulative net profit falls between 90% and 100% of the target, the performance guarantors will not be obligated to compensate for the shortfall [4].