信邦智能28亿收购引监管问询:商誉占净资产74%,交易必要性与财务影响成关注

Core Viewpoint - The Shenzhen Stock Exchange has issued an inquiry letter regarding Xunbang Intelligent's acquisition of 100% equity in Yindi Chip Micro, focusing on the high goodwill risk post-transaction [1] Group 1: Transaction Details - The acquisition will result in a goodwill of 2,148.65 million yuan, which represents 48.61% of total assets and 74.12% of net assets [1] - The regulatory body has requested clarification on the potential impact of goodwill impairment on key financial indicators such as net assets and net profit, as well as the company's risk-bearing capacity [1] Group 2: Company Response - Xunbang Intelligent claims that Yindi Chip Micro is a leading supplier of automotive-grade chips, with cumulative shipments exceeding 350 million units, and has achieved operational profitability excluding share payments [1] - The company has set performance commitments for 2025-2027, with average revenue expected to be ≥850 million yuan and net profit ≥100 million yuan, which is projected to effectively cover goodwill impairment risks [1] Group 3: Strategic Implications - The transaction is expected to create synergies between "equipment and chips," aligning with the automotive industry's demand for self-sufficiency and significantly enhancing the supply chain [1] - Although there may be a short-term dilution of earnings per share, the long-term outlook indicates substantial growth in total assets and revenue, with a projected increase of 653.95% in net profit attributable to the parent company for the period from January to August 2025, excluding special factors [1]