TOREAD(SZ:300005) Bei Jing Shang Bao·2025-12-02 12:27Core Viewpoint - The company, Explorer (探路者), has experienced a significant drop in stock price, falling 12.07% on December 2, 2023, which resulted in its market capitalization dropping below 10 billion yuan to 9.208 billion yuan. This decline follows the announcement of a major acquisition in the chip sector, which raised concerns among investors about the high premium and performance commitments associated with the deal [2][4]. Acquisition Details - Explorer announced plans to invest 678 million yuan to acquire 51% stakes in two companies: Shenzhen Betelgeuse Electronics Technology Co., Ltd. and Shanghai Tongtu Semiconductor Technology Co., Ltd. The acquisition aims to strengthen the company's position in the chip industry [2][4]. - The acquisition of Betelgeuse includes performance commitments, with the seller promising net profits of no less than 33.7 million yuan, 47.7 million yuan, and 68.6 million yuan for the years 2026, 2027, and 2028, respectively [7][8]. Financial Performance - Explorer's chip business revenue has shown a steady increase, with projected revenues of approximately 8.43 million yuan in 2022, 133 million yuan in 2023, and 222 million yuan in 2024, representing 0.74%, 9.6%, and 13.97% of total revenue, respectively [5]. - Despite the growth in the chip sector, the company's overall performance has been mixed, with a reported revenue decline of 13.98% year-on-year to approximately 953 million yuan and a net profit drop of 67.53% to about 33.037 million yuan in the first three quarters of the current year [6]. Market Reaction - Following the acquisition announcement, Explorer's stock price fell sharply, with a high opening followed by a significant drop, indicating investor skepticism regarding the acquisition's potential benefits and the company's financial health [4][6]. - The company's market capitalization had previously exceeded 10 billion yuan on November 28 and December 1, but the recent decline has raised concerns about its valuation and future prospects [4]. Ownership Structure Concerns - The acquisition of Shanghai Tongtu involves complexities related to shareholding, including shareholding by proxy, which may pose regulatory risks. The company is primarily engaged in chip design and development [9]. - The ownership structure of Shanghai Tongtu shows that key individuals hold significant stakes, with potential implications for governance and operational clarity [9].