又一起“蛇吞象”收购，标的公司曾IPO折戟

Core Viewpoint - Hangzhou Wanlong Optoelectronics Co., Ltd. is planning to acquire control of Zhejiang Zhongkong Information Industry Co., Ltd. through a combination of issuing shares and cash payment, which is perceived as a "snake swallowing elephant" acquisition due to the significant size difference between the two companies [1][11]. Group 1: Wanlong Optoelectronics Overview - Wanlong Optoelectronics was established in 2001 and went public on the Growth Enterprise Market in 2017, focusing on the research, production, and sales of broadcasting network equipment and data communication systems [4]. - The company has faced continuous operational difficulties due to technological iterations in "three-network integration," the impact of 5G, and intensified industry competition [5]. - Financial data shows that revenue has declined from 531 million yuan in 2022 to 346 million yuan in 2024, with net losses of 22 million yuan, 10 million yuan, and 199 million yuan over the past three years, totaling over 230 million yuan in losses [5][6]. Group 2: Acquisition Details - The company plans a "step-by-step" strategy for the acquisition, starting with acquiring 53.0397% control of Zhongkong Information and subsequently purchasing shares from other shareholders [10]. - Wanlong Optoelectronics has signed letters of intent with three shareholders who collectively hold 53.04% of Zhongkong Information [11]. - The acquisition will utilize a combination of "issuing shares + cash payment," along with raising matching funds, which may alleviate cash flow pressure but will significantly dilute existing shareholders' equity [11]. Group 3: Zhongkong Information Overview - Zhongkong Information, established in 1999, is a leading provider of infrastructure digitalization services in China, with a business scope covering urban traffic, rail transit, highway traffic, water environment, and intelligent buildings [13]. - The company has maintained revenue above 3 billion yuan from 2021 to 2023, with figures of 3.085 billion yuan, 3.325 billion yuan, and 3.185 billion yuan, and net profits around 150 million yuan [14]. - However, Zhongkong Information's business is highly concentrated in Zhejiang Province, with provincial revenue accounting for 62.43%, 71.90%, and 71.21% from 2021 to 2023 [15]. Group 4: Financial Challenges - Zhongkong Information has high accounts receivable, reaching 1.955 billion yuan at the end of 2023, which is 61.39% of its revenue, indicating low collection efficiency and posing challenges to cash flow management [16].