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罗曼股份: 罗曼股份:关于上海证券交易所对公司资产收购及股权收购相关事项的监管工作函的回复公告

Core Viewpoint - The company, Shanghai Roman Technology Co., Ltd., is responding to regulatory inquiries regarding its acquisition of Shanghai Wutong Tree High-tech Co., Ltd., which operates in a different industry focused on AIDC computing infrastructure integration services. The acquisition presents both opportunities and risks, particularly in integration and performance expectations. Group 1: Acquisition and Integration Risks - The target company operates in the AIDC computing infrastructure sector, which is distinct from the company's main business in landscape lighting, leading to potential integration challenges due to lack of relevant management experience [1][2][3] - The target company was established in December 2023 and has a relatively small business scale, which may result in future earnings not meeting expectations due to macroeconomic fluctuations and competitive pressures [1][3][4] - The target company has performance commitments for net profits of no less than 400 million yuan from 2025 to 2027, which may be affected by various risks, including national policies and market conditions [1][2][3] Group 2: Market and Industry Analysis - The AIDC sector is experiencing rapid growth, with the Chinese AIDC market investment reaching 87.9 billion yuan in 2023 and projected to grow to 288.6 billion yuan by 2028, reflecting a compound annual growth rate (CAGR) of 27% [4][5] - The target company focuses on providing domestic computing solutions through self-developed networking technology, which is crucial for the AI-driven data center market [4][5][6] - The target company has identified significant demand in the education and research sectors, with major universities and laboratories expanding their GPU computing needs [5][6] Group 3: Competitive Positioning - The target company faces competition from established players like Beijing Guanghuan New Network Technology Co., Ltd., Shenzhen Deepin Technology Co., Ltd., and Ruijie Networks, which have larger market shares and established reputations [6][7] - The target company reported revenues of 32.94 million yuan in 2024, with a projected increase to 131.49 million yuan in the first half of 2025, indicating a growth trajectory despite its small size [7][8] - The target company's self-developed networking technology enhances GPU performance and supports large-scale computing systems, positioning it favorably against competitors [9][10] Group 4: Financial Projections and Valuation - The target company's revenue is projected to reach 552.6 million yuan in the latter half of 2025, with a growth rate of 20% in 2026, supported by existing orders and favorable market conditions [20][29] - The valuation of the target company was determined using the income approach, reflecting its potential future earnings and operational capabilities [15][16][17] - The target company's gross margin is expected to stabilize around 25%, aligning with industry standards despite initial lower margins due to its early-stage development [23][24]