通业科技拟以5.61亿元收购思凌科91.69%股权 交易方承诺三年累计净利润不低于1.75亿元

Core Viewpoint - Tongye Technology plans to acquire 91.69% of Beijing Silin Semiconductor Technology Co., Ltd. for a total price of 561 million yuan, marking a significant asset restructuring and related party transaction [1][2] Group 1: Acquisition Details - The acquisition price is based on an evaluation report from Zhongshui Zhiyuan Asset Appraisal Co., Ltd., which values 100% of Silin's equity at 612 million yuan, reflecting an appreciation rate of 387.41% compared to the book value of 126 million yuan [2] - The payment for the acquisition will be made in two installments: 50% (281 million yuan) within five working days after the agreement takes effect, and the remaining 50% after the asset registration is completed [2][4] Group 2: Financial Performance - Tongye Technology's revenue and net profit have shown growth, with revenues of 359 million yuan, 425 million yuan, and 294 million yuan for the first three quarters of 2023, 2024, and 2025 respectively, and net profits of 36 million yuan, 49 million yuan, and 27 million yuan for the same periods [3] - Silin achieved net profits of 27.71 million yuan and 20.32 million yuan in 2023 and 2024, respectively, but reported a loss of 3.25 million yuan in the first seven months of 2025 due to seasonal factors [3] Group 3: Performance Commitment - A performance commitment agreement has been signed, ensuring that Silin will achieve a cumulative net profit of no less than 175 million yuan from 2026 to 2028, with specific conditions for compensation if the target is not met [4] - If Silin's cumulative net profit reaches or exceeds 95% of the committed amount, no compensation will be required; otherwise, compensation will be made in cash [4] Group 4: Related Party Transactions - The acquisition also involves related party transactions, where Tongye's controlling shareholders will transfer 6% of the company's shares to a party controlled by Silin's actual controller, ensuring that the control of Tongye remains unchanged [5] - Post-acquisition, Tongye aims to leverage its advantages in the rail transit market to apply Silin's high-speed power line carrier chips in rail transit power grid systems and signal systems [5][6]