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帝科股份高负债下溢价930%再度跨界收购年内10.8亿交易或新增商誉超6亿

Core Viewpoint - The company intends to acquire a 62.5% stake in Jiangsu Jingkai Semiconductor Technology Co., Ltd. for 300 million yuan, marking a significant move into the semiconductor storage business, despite facing financial challenges and declining performance [1][2]. Financial Performance - Jiangsu Jingkai reported a loss of 3.72 million yuan in the first four months of the year, with a full-year profit commitment of at least 1 million yuan, significantly lower than the previous year's net profit of 13.55 million yuan [2][3]. - The company's net profit for 2024 is projected to be 360 million yuan, a year-on-year decrease of 6.66%, with a further decline of 70.03% expected in the first half of 2025 [3]. Debt and Cash Flow - The company has experienced long-term negative cash flow, with a debt ratio exceeding 80% as of June 2025, marking a historical high [4]. - Following the acquisition, the company may incur an additional goodwill of 326 million yuan, increasing financial pressure [6]. Acquisition Details - The valuation of Jiangsu Jingkai's equity was assessed at 361 million yuan, representing a 930% increase compared to its book net assets of approximately 35.04 million yuan [5]. - This acquisition is the third external merger for the company this year, following the purchases of 60% of Zhejiang Suote for 696 million yuan and 80% of Jinko New Materials for 80 million yuan [6][7]. Market Concerns - The company faces scrutiny regarding the high premium paid for acquisitions, with concerns about potential asset impairment and the sustainability of its aggressive expansion strategy in both the photovoltaic and semiconductor sectors [10].