溢价超430%!康欣新材拟跨界收购半导体资产,上交所火速问询

Group 1 - The company plans to acquire 51% of Wuxi Yubang Semiconductor Technology Co., Ltd. for approximately 392 million yuan, making it a subsidiary included in the company's consolidated financial statements [2][5] - The acquisition is part of the company's strategy to optimize its industrial structure and promote strategic transformation in response to national policies encouraging mergers and acquisitions [9] - The company aims to improve its financial condition and enhance sustainable profitability through this acquisition, leveraging Yubang Semiconductor's technology and customer resources [9] Group 2 - Yubang Semiconductor, established in 2014, specializes in integrated circuit manufacturing and provides repair equipment and services [5] - The projected revenues for Yubang Semiconductor are approximately 150 million yuan and 166 million yuan for 2024 and the first nine months of 2025, respectively, with net profits of 13.00 million yuan and 22.18 million yuan [5] - The valuation report estimates Yubang Semiconductor's total equity value at 692 million yuan, reflecting a significant increase of 430.80% [5][7] Group 3 - The performance commitment includes a net profit of no less than 50 million yuan, 53 million yuan, and 56 million yuan for the years 2026, 2027, and 2028, respectively, with a cumulative target of 159 million yuan [7] - The transaction does not constitute a related party transaction or a major asset restructuring and has been approved by the company's board of directors [7][9] - The company reported a revenue decline of 43.74% year-on-year, with a net loss of approximately 18.9 million yuan for the first three quarters of 2025 [9]