信邦智能28亿元收购：账面资金或被“掏空”新增商誉21亿 标的公司研发费用率畸低产销率连降

Core Viewpoint - The acquisition of Wuxi Indichip Microelectronics by Xinbang Intelligent for 2.856 billion yuan raises concerns about the high valuation and the financial health of both companies, particularly given the declining profits and low R&D expenditure of the target company [1][2][3]. Financial Performance - Xinbang Intelligent's net profits from 2022 to the first three quarters of 2025 have shown a continuous decline, with figures of 0.67 billion yuan, 0.39 billion yuan, -0.07 billion yuan, and -0.11 billion yuan, representing year-on-year decreases of 19.01%, 40.83%, 118.97%, and 732.37% respectively [2][19]. - The company's cash reserves are insufficient to cover the cash payment of 1.163 billion yuan for the acquisition, with only 0.331 billion yuan in cash and 0.403 billion yuan in financial assets available as of the end of the third quarter of 2025 [2][19]. Acquisition Details - The acquisition involves a total payment of 2.856 billion yuan, with 1.163 billion yuan in cash and the remainder in stock [1][2]. - The valuation of the target company, Indichip Microelectronics, is based on a market approach, resulting in a 432% premium over its book value [3][5]. Valuation Concerns - The target company's revenue is heavily reliant on automotive chips, accounting for over 94% of its income, which raises questions about the comparability of its valuation with the selected peer companies, whose automotive chip revenue ratios are significantly lower [5][10]. - A recent share transfer in December 2024 valued the target company at only 2 billion yuan, which is substantially lower than the acquisition price [7][9]. R&D and Product Performance - Indichip Microelectronics has a notably low R&D expense ratio, with figures of 18.81%, 19.98%, and 20.9% for 2023, 2024, and the first eight months of 2025, respectively, which is significantly below the industry average [15][17]. - The average selling price of the target company's automotive chips has been declining, with prices of 5.29 yuan, 4.55 yuan, and 4.15 yuan per unit over the same period [11][12]. Market Position and Risks - The target company's production and sales rates for automotive chips have also decreased significantly, from 94.89% in 2023 to 67.99% in the first eight months of 2025 [14]. - The ability of Indichip Microelectronics to meet its performance commitments is in doubt, especially given the projected average net profit target of 1 billion yuan per year for the next three years [10][14].