Core Viewpoint - Tongye Technology's (300960.SZ) announcement of a cross-industry restructuring was expected to boost its stock price but instead led to a three-day decline, with a total drop of over 12% prior to the latest 3.99% decrease on August 21 [2][3]. Group 1: Transaction Details - Tongye Technology plans to acquire 100% of Beijing Silingke Semiconductor Technology Co., Ltd. for no more than 670 million yuan in cash, which is expected to constitute a major asset restructuring [2]. - The transaction includes a controversial side agreement where the controlling shareholder and related parties will transfer 10% of the equity to Silingke's shareholder Huang Qiang and his associates for approximately 390 million yuan, raising concerns about the flow of funds back to the controlling shareholder [2][4]. - Huang Qiang's cash from the sale is less than 200 million yuan, indicating he will need to "pay" to acquire shares in the listed company, which creates a rare impression of cash flow back to the controlling shareholder immediately after the acquisition [2][4]. Group 2: Financial Performance and Valuation - Silingke's net assets have reportedly shrunk by 40% in the past seven months, raising questions about the valuation of the acquisition, which is set at a price-to-earnings ratio (PE) of 21.7, considered above average for similar semiconductor acquisitions [5][6]. - As of July 31, 2025, Silingke's net assets are reported at 137.87 million yuan, down from over 200 million yuan in the previous two years [6]. - The financial data for Silingke shows a significant drop in total assets and net profit, with net profit for 2023 at 29.49 million yuan and for 2024 at 30.88 million yuan, while only 5.35 million yuan was reported for the first seven months of 2025 [6][7]. Group 3: Performance Commitments and Market Position - Huang Qiang has committed to a cumulative net profit of no less than 160 million yuan for Silingke from 2026 to 2028, which appears optimistic given the company's recent performance [7][9]. - Silingke's core products are high-speed power line carrier communication chips, primarily serving large state-owned enterprises, but its future performance is uncertain given the recent struggles of similar companies in the sector [7][9]. - The potential for collaboration between Tongye Technology and Silingke is questioned, as Tongye primarily operates in the rail transit sector, while Silingke's technology may face competition from established international brands [9][10]. Group 4: Competitive Concerns - Huang Qiang is also associated with another semiconductor company, Huzhou Maixin Semiconductor Technology Co., Ltd., which has overlapping business interests with Silingke, raising concerns about potential conflicts of interest and competition [10][13]. - The existence of shared patents and similar product lines between Silingke and Huang Qiang's other ventures adds to the complexity of the acquisition and the potential risks involved [13][15].
从“贴钱”买股，到“画饼”式承诺，通业科技的跨界重组疑云 ｜并购一线