Core Viewpoint - The acquisition of 98.5632% stake in Guangdong Xingyun Kaiwu Technology Co., Ltd. by Guangdong Tianyi Ma Information Industry Co., Ltd. for 1.189 billion yuan is the largest asset restructuring since Tianyi Ma's listing in 2021, but the market response has been negative, with a significant drop in stock price following the announcement [1][2]. Acquisition Details - The acquisition involves a total transaction price of 1.189 billion yuan, with 582 million yuan paid in shares and 606 million yuan in cash. Tianyi Ma plans to raise up to 155 million yuan through issuing shares to one of its controlling shareholders to cover cash payments and related expenses [5][6]. - Tianyi Ma will issue 21.76 million shares at a price of 26.76 yuan per share for the share payment, and up to 4.73 million shares at 32.74 yuan per share for the financing [6][7]. Valuation Concerns - The valuation of Xingyun Kaiwu's 100% equity is set at 1.21 billion yuan, reflecting a staggering 649.77% increase, raising concerns about the high premium that needs to be justified by future performance [9]. - The performance commitments from the sellers include net profits of no less than 90 million yuan, 95 million yuan, and 105 million yuan for the years 2025 to 2027, which, if achieved, could significantly enhance Tianyi Ma's profitability [9]. Financial Performance - Tianyi Ma's core business focuses on smart city solutions, but it has experienced a decline in performance since its listing, with revenues dropping from 4.67 billion yuan in 2021 to an estimated 2.24 billion yuan in 2024, and net profits turning negative [12][13]. - In contrast, Xingyun Kaiwu is positioned in a rapidly growing sector, providing IoT management services for over 3 million self-service devices, which could potentially boost Tianyi Ma's revenue significantly post-acquisition [15][16]. Market Trends - The self-service device sector is experiencing rapid growth, driven by trends such as "unmanned service, instant satisfaction, and small frequent transactions," with technologies like 5G and AI further enhancing service capabilities [18][19]. - Xingyun Kaiwu has successfully integrated its business model with offline traffic, achieving breakeven and expanding into various self-service equipment areas, which aligns with the growing demand for digital solutions [20][21][22]. Shareholder Actions - Several major shareholders of Tianyi Ma have recently engaged in share sell-offs, raising concerns about insider confidence in the company's future performance [24][26].
上市次年业绩“变脸”，大股东频频减持，这家公司高价并购引质疑！