高溢价跨界收购宇邦半导体 康欣新材遭上交所“闪电”问询

Core Viewpoint - Kangxin New Materials Co., Ltd. is making a strategic move to acquire a 51% stake in Wuxi Yubang Semiconductor Technology Co., Ltd. for 392 million yuan, aiming to diversify into the semiconductor industry due to declining demand in its core container flooring business [1][4][11] Group 1: Acquisition Details - The acquisition involves a cash payment of 392 million yuan, which will make Yubang Semiconductor a subsidiary of Kangxin New Materials [4][6] - The acquisition price reflects a valuation of 6.92 billion yuan for Yubang Semiconductor, indicating a premium of 430.8% [6][7] - Yubang Semiconductor has committed to achieving net profits of at least 50 million yuan, 53 million yuan, and 56 million yuan for the years 2026, 2027, and 2028, respectively, totaling a minimum of 159 million yuan [5] Group 2: Financial Performance - Kangxin New Materials has faced continuous financial pressure, reporting revenues of 246 million yuan, 602 million yuan, and 278 million yuan for the years 2023, 2024, and the first three quarters of 2025, with net losses of 297 million yuan, 334 million yuan, and 189 million yuan during the same periods [8][10] - Yubang Semiconductor reported revenues of 150 million yuan and 166 million yuan for the first three quarters of 2024 and 2025, with net profits of approximately 14 million yuan and 7.8 million yuan, respectively [4] Group 3: Strategic Rationale - The move into the semiconductor sector is a response to declining demand in the container flooring market, influenced by international trade dynamics and U.S. tariff policies [3][11] - Kangxin New Materials aims to optimize its industrial structure and foster new growth drivers through this acquisition, aligning with national policies encouraging mergers and acquisitions [5][11] - The company acknowledges the risks associated with the acquisition, particularly regarding the valuation of Yubang Semiconductor and the feasibility of the profit commitments [7][10]