金橙子拟1.88亿收购萨米特55%股权 对赌三年净利9150万形成产品互补

Core Viewpoint - The global laser industry has seen a significant increase in merger and acquisition activities since the second half of 2025, with companies like Jinchengzi, Guangku Technology, and Guangyunda accelerating their globalization and strengthening industry chain integration and technological collaboration [1] Group 1: Acquisition Details - Jinchengzi announced plans to acquire 55% of Samit through a combination of share issuance and cash payment, raising matching funds [1][3] - As of June 30, 2025, Samit's book value of equity attributable to the parent company was 41.9683 million yuan, with an assessed value of 342 million yuan, resulting in an appraisal increase of 300 million yuan and an increase rate of 715.77% [3][4] - The final transaction price for the 55% stake in Samit was agreed upon at 188 million yuan [4] Group 2: Performance Commitments - The counterparties have committed to achieving net profits of no less than 26.8 million yuan, 30.5 million yuan, and 34.2 million yuan for the years 2025, 2026, and 2027, respectively, totaling 91.5 million yuan over three years [4] Group 3: Company Background and Product Offerings - Jinchengzi is a leading company in the field of laser processing control systems, focusing on automation and intelligence in advanced laser manufacturing [2] - Samit specializes in the research, production, and sales of precision optoelectronic control products, with key products including fast mirrors and high-precision mirrors [3][5] Group 4: Financial Performance - For the first three quarters of 2025, Jinchengzi reported revenues of 185 million yuan, a year-on-year increase of 15.80%, and a net profit of 36.5129 million yuan, up 32.86% year-on-year [6] - The company’s net profit excluding non-recurring gains and losses grew by 55.97% [6] Group 5: Asset Transactions - Jinchengzi is also divesting assets, having agreed to sell a 15% stake in Suzhou Kamenhas Laser Technology for 75 million yuan, which was a profit of 35 million yuan from a previous investment [7][8] - Kamenhas achieved revenues of 240 million yuan and 106 million yuan in 2024 and the first half of 2025, respectively, with net profits of 17.4005 million yuan and 9.5404 million yuan [9]