Core Viewpoint - Xunbang Intelligent (301112.SZ) is pursuing an asset restructuring to seek breakthroughs after three consecutive years of declining performance since its listing in 2022. The company plans to acquire 100% of Wuxi Yindichip Microelectronics Technology Co., Ltd. for 2.856 billion yuan and raise up to 1.313 billion yuan in supporting funds [1][3]. Group 1: Financial Performance - Xunbang Intelligent reported a revenue of 295 million yuan for the first three quarters of 2025, a year-on-year decline of 31.87%. The net profit attributable to shareholders was 3.5939 million yuan, down 58.28%, while the net profit after deducting non-recurring gains and losses was a loss of 2.2686 million yuan, a decline of 132.07% [1][6]. - Yindichip Microelectronics has also faced financial challenges, with revenues of 494 million yuan, 584 million yuan, and 165 million yuan from 2023 to the first four months of 2025, and net losses of 6.3442 million yuan, 33.2549 million yuan, and 23.1233 million yuan during the same period [6][7]. Group 2: Acquisition Details - The acquisition of Yindichip Microelectronics involves a valuation premium of 432%, with the total consideration set at 2.856 billion yuan, which is 0.56 billion yuan above the assessed value of 2.8 billion yuan. The cash component of the deal is 1.632 billion yuan [3][4]. - The transaction is expected to create synergies in the automotive supply chain, enhancing both companies' customer resources, sales channels, and technological cooperation [3][4]. Group 3: Strategic Importance - This restructuring is a crucial step for Xunbang Intelligent to upgrade its industry position, allowing it to enter the automotive chip sector while continuing its existing business in industrial robotics [1][4]. - The acquisition aligns with the company's strategy to invest in the automotive chip market, which is characterized by rapid growth and low domestic production rates [3][4]. Group 4: Future Projections and Risks - The deal includes performance commitments, requiring Yindichip Microelectronics to achieve an average annual net profit growth rate of no less than 180% from 2025 to 2027 [8]. - Post-transaction, Xunbang Intelligent's goodwill is expected to increase from zero to 2.149 billion yuan, representing 48.60% of total assets and 73.70% of net assets [8].
信邦智能前三季扣非亏227万降132% 推28.6亿重组突围将新增商誉21.5亿