Smartgiant(SH:688115) Xin Lang Cai Jing·2025-12-23 15:03Core Viewpoint - Guangzhou Silin Jie Technology Co., Ltd. (hereinafter referred to as "Silin Jie") plans to acquire 71% equity of a military technology company for a transaction price of 1.314 billion yuan, aiming to enhance its core competitiveness in the military market through industry chain integration [1] Group 1: Transaction Background and Asset Overview - Silin Jie specializes in embedded intelligent instrument modules for industrial automation detection, while the target company focuses on high-reliability micro-circuit modules for military applications, covering products like motor drivers and signal controllers [2] - The target company is projected to generate revenues of 308 million yuan, 164 million yuan, and 119 million yuan for the years 2023, 2024, and the first half of 2025, respectively, with net profits of 167 million yuan, 100 million yuan, and 49 million yuan, indicating strong profitability and technical barriers [2] Group 2: Synergy Effects - The two companies will create complementary strengths in the electronic core industry chain, with the target company excelling in hardware design and Silin Jie specializing in software algorithms, holding 51 software copyrights related to signal acquisition and control [3] - Silin Jie can leverage the target company's military qualifications and customer channels to quickly enter the military detection equipment market, with the target company’s military revenue expected to grow at an annual rate of 111.9% from 2023 to 2024 [4] Group 3: Transaction Structure and Funding Arrangement - The total transaction price is 1.314 billion yuan, with 785 million yuan (59.8%) paid in cash and 529 million yuan (40.2%) in shares, with cash payments structured in three phases [5] - The target company commits to a cumulative net profit of no less than 516 million yuan from 2025 to 2028, with a compensation cap of 907 million yuan, covering 69% of the transaction price [5] Group 4: Integration Control and R&D Assurance - To ensure stable control, Silin Jie will appoint a financial officer to the target company and hold three board seats with veto power, while the core management team of the target company will remain stable [6] - Both companies have established a joint R&D mechanism, planning to invest no less than 50 million yuan in joint research and development in 2025 [7]