Core Viewpoint - Tianyi Ma (301178.SZ) is attempting to revitalize its performance through a high-premium acquisition of 98.5632% of Guangdong Xingyun Kaiwu Technology Co., Ltd. for 1.189 billion yuan, despite facing declining performance post-IPO [1][2]. Group 1: Acquisition Details - The acquisition will be executed through a combination of share issuance and cash payment, with a total valuation premium of 649.77% for Xingyun Kaiwu [3][4]. - The deal includes a performance commitment from Xingyun Kaiwu to achieve a cumulative net profit of no less than 290 million yuan over three years [1][8]. - Following the acquisition, Tianyi Ma will incur goodwill of 1.049 billion yuan, which will represent 37.19% of the company's total assets as of June 2025 [1][8]. Group 2: Financial Performance - Tianyi Ma has experienced a decline in revenue and profit from 2022 to 2024, with revenues of 439 million yuan, 410 million yuan, and 224 million yuan, reflecting decreases of 5.98%, 6.65%, and 45.46% respectively [7]. - In the first nine months of 2025, Tianyi Ma reported revenues of 228 million yuan, a year-on-year increase of 46.62%, and a net profit of 4.19 million yuan, up 119.8% [2][7]. - Post-acquisition, it is projected that Tianyi Ma's revenue and net profit will increase by 170.29% and 887.63% respectively, with total assets reaching 2.82 billion yuan, a 95.93% increase [7]. Group 3: Market Reaction and Shareholder Actions - Following the announcement of the restructuring plan, Tianyi Ma's stock price fell by 9.52% to 56.37 yuan per share [4]. - During the restructuring process, several shareholders have reduced their holdings, including a complete sell-off by a major shareholder, resulting in approximately 130 million yuan in cash [5].
天亿马业绩三连降推11.89亿重组谋变 标的估值溢价649.8%将猛增10.49亿商誉