Core Viewpoint - The company Kangxin New Material (600076.SH) announced plans to acquire a 51% stake in Wuxi Yubang Semiconductor Technology Co., Ltd. for 392 million yuan, despite facing questions from the Shanghai Stock Exchange regarding the rationale behind the acquisition amid ongoing losses [1][7]. Group 1: Acquisition Details - The acquisition involves a total investment of 688 million yuan, with 312 million yuan used to acquire 45.30% of Yubang Semiconductor's registered capital and an additional 80 million yuan for a 10.42% stake through capital increase [2]. - Following the transaction, Yubang Semiconductor will become a subsidiary of Kangxin New Material, included in the consolidated financial statements [5]. Group 2: Financial Performance of Yubang Semiconductor - Yubang Semiconductor, established in 2014, specializes in semiconductor manufacturing equipment and has shown steady revenue growth, with projected revenues of 150 million yuan in 2024 and 166 million yuan in the first nine months of 2025, alongside net profits of 13 million yuan and 22 million yuan respectively [5]. - The valuation of Yubang Semiconductor was assessed using the income approach, resulting in a value of 692 million yuan, reflecting a significant increase of 430.80% [5]. Group 3: Performance Commitments and Risks - The sellers have committed to performance guarantees, ensuring that Yubang Semiconductor achieves audited net profits of at least 50 million yuan, 53 million yuan, and 56 million yuan for the years 2026 to 2028, with a cumulative net profit of no less than 1.59 billion yuan [6]. - Concerns have been raised regarding the sustainability of Yubang Semiconductor's business and its ability to meet these performance commitments, given its recent financial results [10]. Group 4: Market Reaction and Regulatory Scrutiny - Following the announcement, Kangxin New Material's stock price fell by 9.75% to 4.26 yuan, with a trading volume of 2.25 million shares, indicating market skepticism about the acquisition [1]. - The Shanghai Stock Exchange has requested detailed disclosures regarding the acquisition process and any potential insider trading, particularly given the stock's prior unusual price movements [11].
负债近16亿康欣新材跨界收购遇“当头棒喝”!股价跌停+上交所问询