罗曼股份: 罗曼股份：关于购买资产暨关联交易的公告

Transaction Overview - The company plans to acquire 39.2308% of the equity of Shanghai Wutong Tree High-tech Co., Ltd. for a cash consideration of 196.154 million yuan [1][5] - The transaction constitutes a related party transaction but does not qualify as a major asset restructuring [1][4] - The acquisition will allow the company to consolidate the target company into its financial statements as a subsidiary [5][10] Performance Commitment and Risk Mitigation - The transaction includes performance compensation clauses; if performance targets are not met, the sellers must compensate the company in cash [2][22] - The target company is expected to achieve a cumulative net profit of no less than 40 million yuan for the years 2025, 2026, and 2027 [3][22] - The company’s major shareholder will guarantee the performance obligations if the sellers fail to meet their commitments [2][22] Financial and Valuation Details - The target company's valuation is set at 513.08 million yuan, with a significant appreciation rate of 1,687.42% based on the income approach [15][20] - The target company reported total assets of 65.5 million yuan and net assets of 28.05 million yuan as of June 30, 2025 [14][19] - The acquisition price reflects a fair valuation based on the target company's growth potential and market conditions [15][23] Industry Context - The target company operates in the AIDC (Artificial Intelligence Data Center) sector, which is experiencing rapid growth due to increasing demand for intelligent computing solutions [10][11] - The AIDC market is projected to grow at a compound annual growth rate (CAGR) of 27% from 2023 to 2028, driven by advancements in AI and data center technologies [10][11] - The target company focuses on providing integrated services for computing power infrastructure, which is critical for AI applications [10][12]