罗曼股份跨界收购遭监管问询高溢价并购智算公司藏风险

Core Viewpoint - Roman Co. has received a regulatory inquiry from the Shanghai Stock Exchange regarding its plan to acquire a 39.2308% stake in Shanghai Wutong Tree High-tech Co., Ltd. for 196 million yuan, which has raised significant market attention due to a staggering valuation increase of 1687.42% [1][2]. Group 1: Acquisition Details - The acquisition involves a cash payment of 196 million yuan for a stake in Wutong High-tech, a company established in December 2023, which operates in a completely different industry from Roman Co.'s main business of landscape lighting [1][2]. - Wutong High-tech reported a revenue of 32.941 million yuan and a net loss of 1.0857 million yuan for 2024, despite promising a cumulative net profit of no less than 400 million yuan from 2025 to 2027 [2]. - The valuation of Wutong High-tech was assessed at 513 million yuan using the income approach, resulting in a value increase of 484 million yuan compared to its book value [2]. Group 2: Risks and Concerns - The company has acknowledged several risks associated with the acquisition, including integration risks due to a lack of experience in the relevant industry [3]. - There is a significant risk of goodwill impairment, as the acquisition will create a large amount of goodwill on the balance sheet, which could negatively impact profits if the acquired company performs poorly [3]. - The ability to meet performance commitments is also in question, given Wutong High-tech's small business scale and low market share, which may hinder its ability to achieve expected revenues amid economic fluctuations [3]. - The performance compensation commitment from the guarantor, Shanghai Bahuang, is uncertain as it was established recently and has not completed capital contributions [3]. - The transaction structure is complex, involving "performance betting + share pledge," with Wutong's related party acquiring 5.04% of Roman Co.'s shares for 183 million yuan, pledged as performance compensation guarantee [3].