Core Viewpoint - Tongyi Technology plans to acquire 91.69% of Beijing Siling Semiconductor Technology Co., Ltd. for 561 million yuan, indicating a strategic move to enhance its technological capabilities and market position in the rail transit electrical equipment sector [1][2]. Group 1: Acquisition Details - The total assessed value of Siling's 100% equity is 612 million yuan, representing a 387.41% increase over its book net assets of 126 million yuan [1][3]. - Despite a loss of 3.253 million yuan in the first seven months of 2025 due to seasonal factors in power grid procurement, Siling's core products have entered the State Grid supply chain, achieving net profits of 27.7129 million yuan in 2023 and 20.318 million yuan in 2024 [1][4]. Group 2: Strategic Rationale - The acquisition is not a blind expansion but a precise layout based on technological synergy and market complementarity, as Tongyi Technology seeks new growth points amid slowing revenue growth [1][2]. - In the first three quarters of 2025, Tongyi Technology reported revenues of 294 million yuan and a net profit of 26.6136 million yuan, with revenue growth of 11.97% year-on-year but a net profit decline of 15.56% [1][3]. Group 3: Performance Commitments - To protect shareholder interests, a strict performance commitment and compensation agreement has been signed, requiring Siling to achieve a cumulative net profit of no less than 175 million yuan from 2026 to 2028, averaging approximately 58.33 million yuan per year, which is about double the net profits of 27.7129 million yuan in 2023 and 20.318 million yuan in 2024 [2][5]. - If performance targets are not met, compensation will be limited to the after-tax proceeds from the sale of all shares held by Siling in Tongyi Technology, which may be affected by stock price declines or dilution [5]. Group 4: Industry Context - The acquisition aligns with the trends of semiconductor localization and new infrastructure development, marking a strategic upgrade driven by technology for Tongyi Technology [2][5].
通业科技5.61亿跨界收购思凌科 标的公司增值率近400% 业绩补偿条款或增加中小股东风险