晶升股份预亏超2900万欲重组突围 设1.98亿业绩承诺将新增商誉6.9亿

Core Viewpoint - The company, Crystal Rise Co., Ltd. (688478.SH), is implementing an asset restructuring plan to integrate resources and enhance performance in response to challenges in its main business [1][5]. Group 1: Acquisition Details - Crystal Rise plans to acquire 100% of Beijing Weizhun Intelligent Technology Co., Ltd. for a total price of 857 million yuan, funded through a combination of cash and stock issuance [1][3]. - The acquisition involves a valuation premium of 307.03% for Weizhun Intelligent, resulting in a goodwill increase from 0 to 690 million yuan for Crystal Rise post-transaction [2][4]. - The company aims to raise 316 million yuan in supporting funds, with 296 million yuan allocated for the cash portion of the acquisition [3][4]. Group 2: Financial Performance and Projections - Crystal Rise's revenue for 2023 and 2024 is projected at 406 million yuan and 425 million yuan, reflecting year-on-year growth of 82.7% and 4.78% respectively, while net profit is expected to decline significantly in 2025 to a loss of between 29 million yuan and 41 million yuan [6][8]. - The company anticipates a substantial drop in net profit for 2025, with a decrease of 176.28% to 153.96% compared to the previous year [6][8]. - Weizhun Intelligent has shown rapid revenue growth, with projected revenues of 652.4 million yuan, 1.17 billion yuan, and 1.47 billion yuan from 2023 to the first nine months of 2025, alongside a commitment to achieve a combined net profit of no less than 198 million yuan from 2026 to 2028 [8]. Group 3: Strategic Rationale - The acquisition is positioned as a strategic move to enhance Crystal Rise's product matrix, improve technical capabilities, and increase market share within the semiconductor industry [4][5]. - The company aims to leverage synergies from the acquisition to bolster its competitive edge and operational efficiency, while also addressing current market pressures and optimizing pricing strategies [7][8].