超2亿元跨界收购引监管二度问询！天龙股份回复：标的静态回报期近8年 不存在评估预测过于乐观的情形

Core Viewpoint - Tianlong Co., Ltd. is facing regulatory scrutiny regarding its acquisition of Suzhou Haomibo Technology Co., Ltd. for over 230 million yuan, raising concerns about the transaction's rationale, valuation, and potential impact on future earnings [2][6]. Group 1: Transaction Details - The acquisition consists of two parts: a cash purchase of 132 million yuan for 32.30% equity and a capital increase of 100 million yuan to acquire an additional 33.33% equity [5]. - Upon completion, Tianlong will hold 54.87% of Suzhou Haomibo, which will become a subsidiary included in the consolidated financial statements [6]. Group 2: Financial Projections and Valuation - The static payback period for the investment is approximately 7.9 years, with expectations of continued losses for Suzhou Haomibo in 2026 and 2027, which may negatively affect Tianlong's performance in the next 2 to 3 years [6][8]. - Tianlong anticipates that Suzhou Haomibo's net profit will reach 98 million yuan annually once it stabilizes, translating to a 23.15% return on the investment of 232 million yuan, exceeding the company's projected return on equity of 7.56% for 2024 [6][8]. Group 3: Regulatory Concerns and Responses - The high valuation of Suzhou Haomibo, estimated at 354.7 million yuan, has drawn regulatory inquiries, with Tianlong asserting that the income approach better reflects the company's true value [8]. - Tianlong's revenue projections for Suzhou Haomibo suggest a compound annual growth rate of 41.29% from 2026 to 2030, with expected revenues of 438 million yuan and 500 million yuan in 2029 and 2030, respectively [8][9]. Group 4: Production Capacity and Market Outlook - Suzhou Haomibo's existing production capacity is designed for 1 million units annually, with plans to expand to 5.5 million units by 2032 through the establishment of new production lines [9]. - The company projects that its revenue will remain robust, with significant contributions from existing vehicle models and potential projects, despite a gradual decrease in growth rates [9][10]. Group 5: Risk Management and Sensitivity Analysis - The discount rate used for valuation is set at 11.75%, which is higher than the industry average, indicating a conservative approach to risk assessment [10]. - Sensitivity analysis shows that lowering the discount rate to 10.25% would increase the valuation by 31.27%, suggesting that the current valuation adequately covers potential risks [10].