通业科技账面现金仅2亿仍推5.61亿收购 3.59亿商誉悬顶

Core Viewpoint - Tongyi Technology (300960.SZ) is extending its business into the power IoT chip sector through a high-premium acquisition of a 91.69% stake in Beijing Silin Semiconductor Technology Co., Ltd. for 561 million yuan, which will significantly enhance its core competitiveness in the market [1][3]. Group 1: Acquisition Details - The acquisition involves a premium valuation of 387.41% for Silin Semiconductor, resulting in an additional goodwill of 359 million yuan for Tongyi Technology [1][4]. - The transaction is significant, constituting 57.6% of Tongyi Technology's total assets and 90.52% of its net assets by the end of 2024, with Silin Semiconductor projected to contribute 65.2% of Tongyi Technology's revenue in 2024 [3][4]. - Silin Semiconductor focuses on the research, design, and sales of power IoT communication chips, including high-speed power line carrier communication chips and modules [3]. Group 2: Financial Implications - Following the acquisition, Tongyi Technology's asset-liability ratio is expected to rise from 37.53% to 66.95%, indicating increased financial and integration risks [2][9]. - As of July 2025, Tongyi Technology's cash and cash equivalents are 200 million yuan, which presents a funding gap against the total payment of 561 million yuan for the acquisition [2][9]. - The projected financial performance post-acquisition indicates a 57.65% increase in revenue and a 32.96% decrease in net profit for the first seven months of 2025 compared to pre-acquisition figures [9]. Group 3: Performance and Risks - Silin Semiconductor reported revenues of 2.59 billion yuan, 2.77 billion yuan, and 1.25 billion yuan for the years 2023, 2024, and the first seven months of 2025, respectively, with a net profit of -325,300 yuan in the latter period [6][7]. - The major customer base for Silin Semiconductor includes state-owned enterprises, with 75.14% of sales concentrated among the top five clients, including the State Grid [7][8]. - The acquisition includes performance commitments from Silin Semiconductor's controlling party, ensuring a cumulative net profit of no less than 175 million yuan from 2026 to 2028 [4][5].