康欣新材跨界买“芯”被问询 股价提前20日抢跑 标的公司溢价率高达430%

Core Viewpoint - Kangxin New Material plans to acquire 51% of Wuxi Yubang Semiconductor Technology Co., Ltd. for 391.68 million yuan, which will make Yubang a subsidiary, despite the significant difference in their business sectors [1][9][10]. Financial Performance - Kangxin New Material experienced a significant decline in revenue from over 2 billion yuan in 2018-2019 to 447 million yuan in 2022, with a year-on-year decrease in container board shipments of 81.60% [2][12]. - The company's revenue for 2022 to the first three quarters of 2025 was 447 million yuan, 246 million yuan, 602 million yuan, and 278 million yuan, with net profits of -194 million yuan, -297 million yuan, -334 million yuan, and -189 million yuan respectively [2][13]. - Operating cash flows for the same period were 34 million yuan, -94 million yuan, 68 million yuan, and -62 million yuan, indicating a struggle to maintain positive cash flow [2][14]. Financial Position - As of the end of Q3 2025, Kangxin had 320 million yuan in cash but faced a short-term debt of 419 million yuan, resulting in a cash shortfall of 100 million yuan [3][14]. - The acquisition of Yubang for 391.68 million yuan may impose significant financial pressure on Kangxin [3][14]. Stock Performance - Kangxin's stock price rose 65% from 2.86 yuan to 4.72 yuan per share in the 20 trading days prior to the announcement [3][14]. - Following the inquiry from the stock exchange, the stock price dropped by 9.75% and 9.86% but rebounded by 9.90% shortly after [3][14]. Regulatory Scrutiny - The Shanghai Stock Exchange issued an inquiry regarding the transaction's rationale, sustainability of Yubang's business, performance commitments, valuation, and potential insider information leaks [1][11][15]. - The performance commitments from Yubang's original shareholders are significantly higher than historical data, promising net profits of at least 50 million yuan, 53 million yuan, and 56 million yuan from 2026 to 2028, totaling 1.59 billion yuan [7][18]. Valuation Concerns - The valuation of Yubang using the income approach shows a staggering 430.80% increase, raising concerns about the sustainability of such high performance commitments [8][19]. - The difference in valuation methods indicates a potential risk of goodwill impairment if Yubang fails to meet its performance targets [8][19].