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隆扬电子7.7亿元收购,竟新增5.8亿元商誉!

Core Viewpoint - Longyang Electronics (Kunshan) Co., Ltd. plans to acquire 70% of Suzhou Deyou New Materials Technology Co., Ltd. for a cash consideration of 770 million yuan, with 488 million yuan sourced from the company's raised funds and interest [1][5]. Group 1: Acquisition Details - The acquisition will be executed in two phases: the first phase involves acquiring 70% of Deyou New Materials, making it a subsidiary, while the second phase will occur after the first performance commitment period, acquiring the remaining 30% [5][6]. - Deyou New Materials specializes in the research, production, and sales of composite functional materials, primarily serving the consumer electronics sector [5][8]. Group 2: Financial Performance and Commitments - Deyou New Materials is projected to achieve revenues of 236.36 million yuan in 2023, 418.91 million yuan in 2024, and 73.98 million yuan in early 2025, with net profits of 25.88 million yuan, 93.50 million yuan, and 18.29 million yuan respectively [5][8]. - The first performance commitment requires Deyou New Materials to achieve a cumulative net profit of no less than 315 million yuan over the years 2025 to 2027 [6][7]. Group 3: Valuation and Goodwill - The valuation of Deyou New Materials shows a significant increase, with a 453.32% premium over its book value, leading to a valuation of 1.104 billion yuan for 100% of the company [10]. - Following the acquisition, Longyang Electronics will recognize approximately 579.67 million yuan in goodwill, which may be subject to impairment if future performance does not meet expectations [11]. Group 4: Company Performance Context - Longyang Electronics has experienced declining performance, with revenue and net profit decreasing by 12.11% and 14.58% in 2022, and further declines of 29.51% and 42.7% in 2023, although a slight revenue increase of 8.51% is expected in 2024 [11].