Core Viewpoint - Guangdong Tianyi Ma Information Industry Co., Ltd. (301178.SZ) has disclosed a plan to acquire 98.5632% of Guangdong Xingyun Kaiwu Technology Co., Ltd. for a total consideration of 1.189 billion yuan, marking the largest asset restructuring since its listing in 2021. However, the market response has been negative, with Tianyi Ma's stock price dropping significantly following the announcement [1][3]. Acquisition Details - The acquisition will be financed through a combination of issuing shares and cash, with a total transaction value of 1.189 billion yuan, comprising 582 million yuan in shares and 606 million yuan in cash [3]. - Tianyi Ma plans to issue 21.76 million new shares at a price of 26.76 yuan per share for the share consideration, and up to 4.73 million shares at 32.74 yuan per share for supporting financing [4][5]. Valuation Concerns - The valuation of Xingyun Kaiwu's 100% equity is set at 1.21 billion yuan, reflecting a substantial premium of 649.77%, which raises concerns about the sustainability of such a high valuation without significant future performance growth [6][7]. - Performance commitments have been made by the shareholders of Xingyun Kaiwu, with net profit targets of no less than 90 million yuan, 95 million yuan, and 105 million yuan for the years 2025 to 2027 [7]. Financial Performance - Tianyi Ma's core business focuses on smart city solutions, but it has experienced a decline in performance since its IPO, with revenue dropping from 4.67 billion yuan in 2021 to an estimated 2.24 billion yuan in 2024, and net profit turning negative at -495.53 million yuan [8]. - In contrast, Xingyun Kaiwu is positioned in a rapidly growing sector, providing IoT management services for over 3 million self-service devices, which could significantly enhance Tianyi Ma's revenue post-acquisition [10][11]. Industry Trends - The self-service device sector is experiencing rapid growth, driven by trends such as "unmanned service, instant satisfaction, and small high-frequency transactions," with technologies like 5G and IoT facilitating this expansion [12][13]. - Xingyun Kaiwu has established a nationwide network of smart devices, collaborating with over 10,000 enterprises and 4.5 billion service users, indicating a robust market presence [15]. Shareholder Activity - Recent activities show that several major shareholders of Tianyi Ma have opted to reduce their holdings, raising concerns about insider confidence in the company's future prospects [16][17].
上市次年业绩“变脸”，大股东频频减持，这家公司高价并购引质疑！