禾信仪器32亿元并购：高商誉压顶、核心资产识别存疑、估值逻辑难自洽

Core Viewpoint - The acquisition strategy of technology-based listed companies, such as HeXin Instruments, raises concerns when the financial structure shows high reliance on intangible judgments and significant goodwill, which may obscure the true motives and potential risks of the transaction [1] Financial Structure and Goodwill - HeXin Instruments plans to acquire a target company, resulting in an additional goodwill of 325.65 million yuan, which accounts for 24.76% of its total assets and 53.72% of its net assets as of June 2025, significantly exceeding the generally accepted safety threshold for A-share listed companies [2] - The inquiry letter highlights the need to confirm whether identifiable intangible assets have been adequately recognized, pointing out the core vulnerability of high goodwill acquisitions where many core resources are hidden within goodwill, potentially leading to impairment risks [2][3] Valuation Methodology - The target company's intangible assets include patents, software copyrights, and trademarks, evaluated using the income approach based on historical earnings and industry trends, but the identification process for key competitive intangible assets was not detailed [3] - The use of the income approach for valuation, which relies heavily on future cash flow projections, raises concerns about the subjectivity of key assumptions such as revenue growth rates and discount rates [4] Performance Projections and Risks - The projected net profits for the target company from 2025 to 2027 are 43.83 million yuan, 48.64 million yuan, and 63.92 million yuan, while the performance commitment is lower, indicating a significant discrepancy [5] - The discount rate used in the valuation is 11.29%, with a specific risk premium of only 2.00%, neglecting the high customer concentration risk, which artificially lowers the discount rate and inflates the valuation [5] Comparability and Market Position - HeXin Instruments selected comparable companies such as Geosun Technology and Tianrui Instruments, claiming the target company deserves a higher valuation multiple due to its technological advantages, with a transaction price-to-sales ratio (PS) of approximately 8-10 times and a price-to-earnings ratio (PE) of 25-30 times, both significantly above industry averages [6] - The high profitability may not guarantee sustainable high valuations due to the project-based nature of the scientific instrument industry, which is characterized by large order amounts and long delivery cycles, leading to potential volatility in performance [6] Strategic Intent and Market Environment - The acquisition aims to strengthen HeXin Instruments' position in the high-end mass spectrometry market, which is strategically sound; however, the justification for the strategy cannot replace financial prudence [8] - The capital market is shifting towards a focus on quality, with regulatory scrutiny on high-premium acquisitions, making it challenging for companies to justify inflated valuations based on perceived technological scarcity or industry uniqueness [8]