Union Optech(SZ:300691) Xin Lang Zheng Quan·2025-12-09 15:29Core Viewpoint - The company is facing a dilemma of increasing revenue without profit, prompting it to acquire Dongguan Changyi Optoelectronics Co., Ltd., which recently turned profitable after a loss in the previous year [1][2]. Group 1: Transaction Details - The company plans to acquire 100% of Changyi Optoelectronics for a total consideration of 260 million yuan, through a share issuance and fundraising [2]. - The share issuance price is set at 16.18 yuan per share, and the company aims to raise up to 200 million yuan from specific investors [2]. - The transaction will not change the control of the company, as the controlling shareholders remain the same [2]. Group 2: Voting Rights and Control - Four shareholders of Changyi Optoelectronics will delegate their voting rights to the company's actual controller, enhancing his control over the company [3]. - This arrangement, while not altering the formal control structure, effectively consolidates power within the existing management [3]. Group 3: Financial Performance - Changyi Optoelectronics has shown significant revenue fluctuations, with revenues of 197.52 million yuan in 2023, 464.76 million yuan in 2024, and 363.99 million yuan in the first eight months of 2025 [4]. - The net profit of Changyi Optoelectronics was a loss of 54.76 million yuan in 2023, a small profit of 1.38 million yuan in 2024, and a profit of 25.79 million yuan in the first eight months of 2025 [4]. - The company's main business, optical lens manufacturing, is under pressure, with a revenue of 1.436 billion yuan in the first three quarters of 2025, an 8.11% increase, but a net loss of 24.37 million yuan, a 168.14% decrease year-on-year [4]. Group 4: Market Sentiment - The market is cautious about the transaction due to the volatility of Changyi Optoelectronics' performance and the ongoing pressure on the company's main business [5]. - The stability and depth of customer relationships with industry leaders like Sunny Optical will significantly impact the post-acquisition performance [5].