纳尔股份收购关联方股权同时终止跨界半导体 相关信披前后矛盾|并购谈

Group 1 - Narl Co. announced two acquisition plans: acquiring 33.5542% stake in Nantong Narl Material Technology Co., Ltd. and terminating another acquisition [1][4] - The counterparty, Yang Jiantang, holds more than 5% of the company's shares, making the transaction a related party transaction [5] - The valuation of Nantong Narl Material Technology is still under audit and assessment, with the transaction price yet to be determined [5] Group 2 - Narl Co. terminated the acquisition of 51% stake in Shanghai Feilai Testing Technology Co., Ltd. due to disagreements on equity proportions during due diligence and negotiations [1][5] - The company assessed that the integration of business and governance structure with the target company was not mature enough to create effective synergies [5][6] - Shanghai Feilai Testing specializes in semiconductor chip testing reliability solutions, with an estimated overall valuation of 750 million yuan and a value increase rate of approximately 255.45% [2][6] Group 3 - For the year 2024, Shanghai Feilai Testing is projected to achieve revenue of 123 million yuan with a net profit of approximately 1.9 million yuan; in the first half of 2025, revenue is expected to reach 92.46 million yuan with a net profit of about 2.293 million yuan [2][6] - The parties involved set performance commitment mechanisms, with expected net profits for 2025-2027 of no less than 28 million, 36 million, and 48.2 million yuan respectively, totaling at least 112.2 million yuan over three years [2][6] - Historical performance commitments from Narl Co.'s acquisition of Junhong Optics indicate execution risks, as previous commitments were not met, leading to cash and equity compensation from original shareholders [2][6]