Core Viewpoint - Tianyi Ma plans to acquire 98.5632% of Xingyun Kaiwu for a total consideration of 1.1885 billion yuan, representing a significant premium of 649.77% over its assessed value [1][2][5] Group 1: Acquisition Details - The acquisition price of 1.1885 billion yuan is based on an assessed value of 121 million yuan for Xingyun Kaiwu, with a net asset value of 161 million yuan as of June 30, 2025 [2][3] - The valuation of 1.2 billion yuan is considered high, especially given that the last effective share transfer valued the company at only 136 million yuan [3][5] - The acquisition involves issuing shares at a price significantly lower than the market price, providing substantial arbitrage opportunities for original shareholders and management [6][8] Group 2: Financial Implications - Tianyi Ma will pay 582 million yuan in shares and 606 million yuan in cash, but has only 331 million yuan in cash available, leading to a funding gap of 120 million yuan [6][11] - The cash outflow will deplete the company's cash reserves, raising concerns about the interests of minority shareholders [12][10] Group 3: Company Performance and Valuation Concerns - Xingyun Kaiwu's revenue and profit growth appear to be driven by significant cost-cutting, with R&D expenses and sales costs decreasing despite revenue growth [12][13] - The company's gross margin is higher than industry averages, but its reliance on marketing is evident, as sales expense ratios exceed those of comparable companies [14][12] - The disparity between revenue growth (16.1%) and net profit growth (123.97%) raises questions about the sustainability and authenticity of the company's financial performance [12][13]
天亿马12亿元资本局：溢价649.77%收购标的遭机构多轮减资 差异化定价有无利益输送？