华海诚科11.2亿并购背后：321%溢价收购商誉风险悬顶

Core Viewpoint - Huahai Chengke disclosed a revised restructuring plan to acquire 70% of Hengsu Huawei for a transaction price of 1.12 billion yuan, raising concerns over a 321.98% valuation increase and the absence of performance compensation clauses [1] Group 1: Acquisition Details - The acquisition price is set at 1.12 billion yuan, with an additional fundraising of 800 million yuan [1] - The valuation of the target asset is 1.658 billion yuan, corresponding to a price-to-earnings ratio of 53 times for 2023, significantly higher than the semiconductor materials industry average [1] Group 2: Goodwill and Performance Risks - If the acquisition is completed, the company will add 1.081 billion yuan in goodwill, which will account for 10.4% of its net assets by the end of 2024 [1] - A sensitivity analysis indicates that a goodwill impairment rate of just 6.18% could lead to annual losses for the company [2] Group 3: Governance and Financial Concerns - There are significant concerns regarding the safety of funds, as Hengsu Huawei has borrowed over 1.459 billion yuan from related parties without real transaction backgrounds, with 1.159 billion yuan borrowed in 2023 alone [3] - The sustainability of Hengsu Huawei's performance is in question, with a projected revenue growth rate of only 17.23% for 2024, while Huahai Chengke's net profit dropped by 43.56% in Q1 2025 [3]