TOREAD(SZ:300005) Chang Jiang Shang Bao·2025-12-04 00:39Core Viewpoint - The outdoor products leader, Tanshan (300005.SZ), unexpectedly saw its stock price drop by 12.07% after announcing a plan to acquire two chip companies for a total of 678 million yuan, raising concerns about high premiums and future performance [1][4]. Group 1: Acquisition Details - Tanshan plans to acquire 51% stakes in Shenzhen Betel Electronic Technology Co., Ltd. for 321 million yuan and Shanghai Tongtu Semiconductor Technology Co., Ltd. for 357 million yuan [2]. - Both target companies are profitable, with Betel focusing on mixed-signal chain chips and Shanghai Tongtu specializing in IP technology licensing and chip design [2][3]. Group 2: Financial Implications - The acquisition involves high premiums, with Betel's 100% equity valued at approximately 651 million yuan (a 363.26% increase) and Shanghai Tongtu's at 703 million yuan (a 2119.65% increase) [4]. - Tanshan's financial health may be impacted, as it had 764 million yuan in cash and 186 million yuan in trading financial assets against 155 million yuan in interest-bearing liabilities as of September 2025 [4]. Group 3: Performance Challenges - Tanshan's revenue for the first three quarters of 2025 was 953 million yuan, a year-on-year decline of 13.98%, with net profit dropping nearly 68% to 33.03 million yuan [1][6]. - The decline in outdoor business sales is attributed to market conditions and product iteration cycles, while the chip business is facing challenges from exchange rate fluctuations [6]. Group 4: Future Outlook - The two target companies have committed to achieving a combined net profit of no less than 300 million yuan over the next three years [7]. - The success of the acquisition in helping Tanshan achieve a turnaround remains uncertain, given the high premiums and the need for the acquired companies to meet performance expectations [4][7].