Core Viewpoint - Xunbang Intelligent (301112.SZ) plans to acquire 100% equity of Wuxi Indichip Microelectronics Technology Co., Ltd. for a total price of 2.856 billion yuan, driven by anxiety over its main business under pressure and previous unsuccessful acquisitions in the new energy sector [1][2]. Group 1: Company Performance - Xunbang Intelligent's performance has been declining since its listing in June 2022, with net profit dropping from 56.03 million yuan in 2022 to 23.28 million yuan in 2023, and further down to 4.89 million yuan in 2024, representing a 79.01% decrease year-on-year [2]. - The company reported a loss of 2.29 million yuan in the first three quarters of 2025, marking the first time it recorded a loss after deducting non-recurring gains [2]. Group 2: Previous Acquisition Issues - The first cross-industry acquisition aimed at the new energy thermal management sector resulted in continuous losses, with losses of 16.14 million yuan in 2024 and 34.72 million yuan in the first half of 2025 for the acquired company, Jingsheng Technology [2][3]. Group 3: Target Company Performance - Indichip Microelectronics, the target company, has also been experiencing losses, with revenues of 494 million yuan in 2023 and 584 million yuan in 2024, while net losses were 3.50 million yuan and 38.06 million yuan respectively [4]. - The company’s accounts receivable turnover rate decreased from 5.85 times/year in 2023 to 3 times/year in the first four months of 2025, indicating worsening cash flow issues [5]. Group 4: Valuation Concerns - The valuation method used for Indichip Microelectronics raised concerns, as the comparable companies selected had significantly different revenue compositions, leading to potential overvaluation [6][8]. - The final valuation of 2.8 billion yuan may be inflated due to the inclusion of companies with low revenue contributions from automotive chips, which do not accurately reflect Indichip's business model [10]. Group 5: Goodwill and Performance Commitments - The acquisition could result in a goodwill of 2.149 billion yuan, which would account for 48.60% of Xunbang Intelligent's total assets and 73.70% of its net assets, posing a risk of significant impairment if performance targets are not met [14]. - Indichip Microelectronics is required to achieve an average annual net profit of 100 million yuan from 2025 to 2027, based on a special accounting method that excludes stock payment impacts, which may obscure the true financial health of the company [11][12].
财说| 标的公司估值存疑，信邦智能28.56亿元豪赌车规芯片