长盈通定增4.5倍溢价收购问题标的 管理费用率达20%、股权激励或成变相补贴|CPO融资潮

Core Viewpoint - The capital heat in the optical communication industry has expanded from stock market exuberance to private placements and mergers, driven by the demand for AI computing power and the emergence of CPO technology as a core infrastructure [2][3]. Company Overview - Changyingtong's main business includes the research, production, and sales of specialty optical fibers, optical cables, optical devices, new materials, high-end equipment, and optoelectronic systems, with a focus on optical fiber rings used in fiber optic gyroscopes and specialty optical fibers for CPO technology [3][15]. Recent Financing Activity - In October 2023, Changyingtong finalized a private placement plan to raise 140 million yuan for the acquisition of 100% equity in Wuhan Shengyisheng Optoelectronics Technology Co., Ltd., with a transaction premium of 4.5 times [4][15]. - The acquisition price was 158 million yuan, representing a premium of 456.7% over Shengyisheng's net asset value, with a commitment from the seller to achieve a cumulative net profit of no less than 50 million yuan over the next three years [4][15]. Financial Performance - In the first three quarters of 2023, Changyingtong reported revenue of 269 million yuan, a year-on-year increase of 46.8%, and a net profit of 30.79 million yuan, marking a turnaround from losses [8][18]. - However, the company's capital expenditures have consistently exceeded operating cash flow, leading to financial strain [8][18]. Profitability Concerns - Shengyisheng's profitability is under scrutiny, with projected net profits of -2.45 million yuan in 2023 and 2.75 million yuan in 2024, and a forecasted increase to 10.97 million yuan in the first half of 2025, while its gross margin remains significantly lower than Changyingtong's and industry averages [4][17]. - The dependency on major clients is alarming, with the top five customers accounting for over 98% of Shengyisheng's revenue, raising concerns about customer concentration risk [7][17]. Accounts Receivable Issues - By the end of 2024, Shengyisheng's accounts receivable reached 28.59 million yuan, a year-on-year increase of 217.16%, with accounts receivable constituting 41.96% of total assets, indicating deteriorating cash flow and potential bad debt risks [7][17]. Management Expenses - Changyingtong's management expense ratio is notably high at 20%, significantly exceeding comparable companies, which raises questions about cost management [8][18]. - Part of the high management expenses is attributed to a recent stock incentive plan, which has been criticized for potentially providing disguised subsidies to a select group of employees due to low exercise thresholds [10][20]. Market Outlook - The CPO market is projected to reach a scale of 8.1 billion USD by 2030, with a compound annual growth rate of 137%, indicating significant growth potential in the optical communication sector [10][20].