15.8亿元跨界并购，竟无业绩承诺？

Core Viewpoint - Hunan Youyi Apollo Commercial Co., Ltd. (Youya Shares) plans to acquire 100% equity of Shenzhen Shangyangtong Technology Co., Ltd. (Shangyangtong) for approximately 1.58 billion yuan, marking a strategic shift into the power semiconductor sector to enhance profitability and create a second growth curve [1][9]. Group 1: Acquisition Details - The acquisition involves issuing shares and cash payments, with a total fundraising of up to 550 million yuan for transaction costs and integration expenses [1]. - Shangyangtong's 100% equity is valued at approximately 1.757 billion yuan, with an agreed transaction price of 1.58 billion yuan [1][9]. - The valuation represents a significant decrease compared to Shangyangtong's previous IPO valuation, which was around 6.804 billion yuan [13][14]. Group 2: Shangyangtong's Financial Performance - Shangyangtong's revenue for 2023 and 2024 is projected to be 673.39 million yuan and 605.73 million yuan, respectively, with net profits of 82.70 million yuan and 45.67 million yuan, indicating a revenue decline of 10% and a net profit drop of 44.78% in 2024 [4]. - The company's performance has fluctuated significantly, with a 75% decline in net profit from 2022 to 2024 [6][14]. - Shangyangtong's previous IPO attempt was halted in July 2024, reflecting challenges in maintaining stable financial performance [3][4]. Group 3: Youya Shares' Business Context - Youya Shares primarily operates in the retail sector, facing declining revenues and profits since 2019, with 2024 revenue at 1.297 billion yuan, down 3.36% year-on-year [17]. - The company has been under financial pressure, with short-term loans reaching 2.549 billion yuan and cash flow management challenges evident [17]. - The acquisition aims to pivot Youya Shares into the semiconductor industry, potentially providing new revenue streams amid declining retail performance [18].