Smartgiant(SH:688115) 市值风云·2025-08-07 10:07Core Viewpoint - The article discusses the complexities and challenges of mergers and acquisitions, using the example of the acquisition of Qingdao Kekai Electronics Research Institute by Silin Jie (688115.SH), highlighting the significant valuation discrepancies and the implications of high goodwill on the acquiring company [3][4][41]. Group 1: Company Overview - Silin Jie, listed on the Sci-Tech Innovation Board in 2022, specializes in industrial automation testing instruments, with embedded intelligent instrument modules contributing over 50% of its revenue [5][6]. - Kekai Electronics is a military enterprise focused on high-reliability microcircuit modules, with applications in various military fields [9][11]. Group 2: Financial Performance - Silin Jie experienced a 30% revenue decline in 2023, with projected revenue of only 185 million in 2024, indicating a challenging financial environment [17][19]. - Kekai Electronics' revenue dropped from 308 million in 2024 to 164 million, with net profit decreasing from 167 million to 100 million, reflecting a decline of over 40% [21][22]. Group 3: Acquisition Details - The acquisition involves a significant valuation gap, with Silin Jie valued at 1.433 billion and Kekai Electronics at 2.93 billion prior to the deal, highlighting a nearly fourfold difference in valuations [24]. - The acquisition price is set at 1.42 billion, with 563 million paid in shares, leading to a dilution of Silin Jie's controlling shareholder's stake from 36.8% to 24.5% [31][32]. Group 4: Goodwill and Risks - The acquisition will result in a high goodwill of 732 million, which constitutes 21.7% of Silin Jie's total assets as of the end of 2024, raising concerns about the sustainability of this goodwill [41]. - The article notes that the acquisition's success hinges on the approval from regulatory bodies, given the high goodwill and the challenges faced by Kekai Electronics [37][41].