BPSemi(SH:688368) Nan Fang Du Shi Bao·2025-12-01 07:22Core Viewpoint - The acquisition of Sichuan Yichong Technology Co., Ltd. by Crystal Source Mingyuan (688368.SH) for 3.282 billion yuan, with a value-added rate of 260.08%, involves innovative clauses such as "differentiated pricing" and "business split performance guarantees" to meet various investor demands, but raises concerns about fairness and protection of minority investors' interests [2][3]. Group 1: Acquisition Details - The acquisition price for all shares of Yichong Technology is set at 3.282 billion yuan, while the audited net assets on the purchase date were 984 million yuan, leading to an additional goodwill of 1.661 billion yuan for Crystal Source Mingyuan post-acquisition [3][4]. - The goodwill will require annual impairment testing, posing a risk to profits if Yichong Technology's operational performance deteriorates [3][4]. - A performance compensation agreement has been signed with several shareholders of Yichong Technology, establishing performance guarantees [4][5]. Group 2: Performance Guarantees - The performance compensation agreement stipulates that the net profits for Yichong Technology's charging chip business for the years 2025, 2026, and 2027 must not be less than 92 million yuan, 120 million yuan, and 160 million yuan, respectively [4]. - For the "other power management chip" segment, the required revenues for the same years are set at 190 million yuan, 230 million yuan, and 280 million yuan [4]. - If the performance targets are met at 90% or above, the compensation mechanism will not be triggered, providing a buffer against external economic fluctuations [5]. Group 3: Financial Performance of Yichong Technology - Yichong Technology's performance has been underwhelming, with significant losses reported in recent years despite revenue growth [6][8]. - In 2023 and 2024, the company reported revenues of 650 million yuan and 956 million yuan, respectively, but net losses of 502 million yuan and 512 million yuan [8]. - For the first five months of 2025, Yichong Technology achieved a revenue of 476 million yuan, indicating a slowdown in growth, with a net profit of 42 million yuan [8][9]. Group 4: Pricing and Cost Analysis - The unit price of charging chips has decreased significantly, with a drop of 18.54% from 5.34 yuan to 4.35 yuan per unit between 2024 and the first five months of 2025 [10]. - Despite a rise in gross margin due to reduced costs, the overall pricing pressure indicates a competitive market environment [10][11]. - The gross margin for the charging chip business improved to 40.61% in early 2025, but this was largely due to a significant drop in unit costs [10][11]. Group 5: Other Business Segments - The "other power management chip" segment also shows concerning performance, with a gross margin of only 21.07% in early 2025, despite a notable increase from the previous year [12][13]. - The overall financial metrics indicate that despite reduced expenses, the segment continues to operate at a loss, raising questions about operational efficiency and cost management [13][14].