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破发股东星医疗拟现金收购 存5亿商誉2022上市募11亿
Zhong Guo Jing Ji Wang· 2025-09-29 07:23
中国经济网北京9月29日讯 东星医疗(301290.SZ)9月26日披露了关于筹划重大资产重组暨签署《股 权收购意向协议》的提示性公告。 基于公司业务发展战略的需要,公司拟以支付现金的方式收购武汉医佳宝生物材料有限公司(以下 简称"武汉医佳宝")90%的股权。 2025年9月26日,公司与武汉医佳宝全体股东签订了《股权收购意向协议》,最终收购股权比例、 交易对方及交易价格尚需交易各方进一步协商后确定。 本次筹划事项公司股票不停牌。 若本次交易能顺利实施完成,公司将持有武汉医佳宝90%的股权,武汉医佳宝将成为公司的控股子 公司。 根据初步研究和测算,本次交易预计构成《上市公司重大资产重组管理办法》规定的重大资产重 组。本次交易不涉及上市公司发行股份,不构成关联交易,也不会导致上市公司控股股东和实际控制人 发生变更。公司将按照相关规定履行相关程序,编制、披露相关文件。 本次交易尚处于初步筹划阶段,交易方案和交易条款仍需进一步论证和沟通协商,上市公司及标的 公司尚需分别履行必要的内外部决策、审批程序,存在未能通过有关决策、审批程序的风险。 | 被投资单位名称或形成商誉的事项 | 期初余额 | 本期增加 | 本期减少 ...
商誉高企、尚未盈利,创新药企鞍石生物冲刺科创板
Bei Jing Shang Bao· 2025-09-28 11:27
上交所官网显示,鞍石生物科创板IPO于9月26日获得受理。 又一家采用科创板第五套上市标准申报上市的创新药企IPO获得受理。上交所官网显示,北京鞍石生物科技股份有限公司(以下简称"鞍石生物")科创板IPO获 得受理,公司拟募集资金24.5亿元。目前,鞍石生物已迈入商业化阶段,公司主要产品万比锐(伯瑞替尼)已实现上市销售。不过,由于万比锐销售时间尚 短,公司尚未实现盈利。值得一提的是,鞍石生物账上还有高额商誉。截至报告期末,公司商誉余额为9.27亿元,占同期总资产的比例为56.64%。 科方得智库研究负责人张新原表示,创新药企以科创板第五套标准申报上市获受理,表明资本市场对创新药企的支持政策仍在延续,监管层在审慎前提下为 具备核心技术的生物医药企业开放了融资通道。 账上商誉9.27亿元 还未实现盈利的鞍石生物,账上却有着高额商誉。 招股书显示,鞍石生物是一家迈入商业化阶段的创新生物医药企业,专注于肿瘤等存在重要未满足临床需求的疾病领域,致力于通过高效率的自主研发提供 高品质的创新抗肿瘤药物,让患者的生活更有质量。 截至招股书签署日,公司创新药物管线中万比锐(伯瑞替尼)已实现商业化,安达艾替尼处于新药上市审评阶段 ...
均胜电子:公司机器人相关零部件业务营业收入占比不到0.1%
Xin Hua Cai Jing· 2025-09-18 11:24
Group 1 - The core point of the article highlights that Junsheng Electronics' stock price has increased by approximately 43.39% over four consecutive trading days from September 15 to September 18, 2025, which is significantly higher than the Shanghai Composite Index and the WIND automotive parts index during the same period, indicating a potential irrational speculation risk [2] - The revenue contribution from the company's robotics-related components business is less than 0.1%, suggesting that it will not have a significant impact on the company's current performance [2] - As of June 30, 2025, the company's goodwill accounts for about 35.04% of its net assets, which poses a risk of goodwill impairment if there are significant adverse changes in macroeconomic conditions, downstream customer industries, or market environments in the future [2] Group 2 - The company's asset-liability ratio is approximately 69.46%, which is higher than the average levels in both domestic and international industries, indicating potential financial leverage concerns [2]
晶丰明源32.8亿豪赌易冲科技:一场高溢价并购背后的双刃剑博弈
Xin Lang Cai Jing· 2025-09-16 08:50
Core Viewpoint - The acquisition of Sichuan Yichong Technology Co., Ltd. by Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd. for 3.28 billion yuan has sparked market attention due to its 260% premium and the fact that both companies are currently operating at a loss, raising questions about the potential success of this merger in the semiconductor industry consolidation wave [1][5]. Group 1: Acquisition Details - Jingfeng Mingyuan completed the acquisition through a combination of issuing shares and cash payment, with 2.033 billion yuan paid via a directed share issuance and 1.249 billion yuan covered by raised funds [2]. - The transaction price corresponds to an evaluation of Yichong Technology at 3.29 billion yuan, representing a 260.08% increase over its book net assets [2]. - Post-acquisition, Jingfeng Mingyuan's goodwill will significantly increase to 1.997 billion yuan, accounting for 35.56% of total assets and 62.10% of net assets [2]. Group 2: Financial Performance of Yichong Technology - Yichong Technology, recognized as one of the top three global wireless charging chip manufacturers, reported a revenue growth of 45.02% and 47.04% for 2023 and 2024, respectively [3]. - Despite its growth, Yichong has accumulated losses exceeding 1 billion yuan over the past two years, with a projected decline in gross margin from 36.59% to 31.88% in 2024 [3]. - The performance commitment for the charging chip segment includes net profit targets of 92 million, 120 million, and 160 million yuan for 2025-2027, while only revenue targets are set for other power management chip segments [3]. Group 3: Financial Performance of Jingfeng Mingyuan - Jingfeng Mingyuan has also faced losses, with net profits of -206 million, -91 million, and -33 million yuan from 2022 to 2024, although it achieved a profit of 15.76 million yuan in the first half of 2025 [4]. - The company’s operating cash flow has decreased by 53.97% year-on-year, indicating ongoing financial challenges [4]. - The acquisition is viewed as a strategic move to build a dual platform in "power management + signal chain," aiming to elevate sales to the top five in the industry [4]. Group 4: Industry Context and Future Outlook - The 3.28 billion yuan acquisition reflects a broader shift in the semiconductor industry from "scattershot innovation" to "ecological competition" [5]. - Successful integration of Yichong Technology's technology and channels could lead to a turnaround in performance for Jingfeng Mingyuan, while failure could result in significant challenges related to goodwill impairment and cash flow [5]. - As of September 2025, the transaction is pending approval from the securities regulatory authority, with multiple factors such as technological barriers, capital patience, and market cycles influencing the outcome [5].
上交所向梅雁吉祥发出问询函
Mei Ri Jing Ji Xin Wen· 2025-08-18 15:30
Group 1 - The core point of the article is the inquiry issued by the Shanghai Stock Exchange to Meiyan Jixiang regarding its proposed acquisition of a 65% stake in Shanghai New Jiyu Information Technology Service Co., Ltd. for approximately 106 million yuan [2] - The Shanghai Stock Exchange requested the company to explain the necessity and rationality of the cross-industry acquisition of New Jiyu [2] - The exchange also asked the company to provide reasons for the significant increase in the valuation of the target company compared to previous equity transfers, along with historical financial data [2] - Additionally, the exchange highlighted the need to fully disclose the risks associated with potential large goodwill impairment arising from this transaction [2]
健康消费品业务失速叠加并购阵痛,华润三九上半年净利跌超两成
Bei Jing Shang Bao· 2025-08-17 12:39
Core Viewpoint - China Resources Sanjiu faces a "revenue growth without profit increase" dilemma following its acquisition of a 28% stake in Tianjin Tasly, as reflected in its first half financial report for 2025, showing a revenue increase but a significant decline in net profit [1][3]. Financial Performance - In the first half of 2025, China Resources Sanjiu reported a revenue of 14.81 billion yuan, a year-on-year increase of 4.99% [2]. - The net profit attributable to shareholders was 1.82 billion yuan, down 24.31% compared to the previous year [2]. - The net profit after excluding non-recurring gains and losses fell by 26.46% to 1.70 billion yuan [2]. - The cash flow from operating activities increased by 21.03% to 2.86 billion yuan [2]. - Basic and diluted earnings per share both decreased by 24.31% to 1.09 yuan [2]. CHC Business Performance - The CHC (Consumer Health Care) business, which previously contributed nearly 70% of revenue, saw a revenue decline of 17.89% to 7.99 billion yuan, with its revenue share dropping from 69.02% to 53.98% [3][4]. - The gross margin for the CHC business decreased by 3.06% to 60.5% [3]. Market Environment - The OTC (over-the-counter) market has become increasingly competitive, with more pharmaceutical companies entering the field, leading to a wider variety of products and greater consumer choice [4]. - The decline in foot traffic to pharmacies has negatively impacted the CHC business, which heavily relies on retail pharmacy networks [5]. Acquisition Impact - The acquisition of Tianjin Tasly has resulted in a significant increase in goodwill, reaching 7.05 billion yuan, with a goodwill impairment provision of 495 million yuan [6][7]. - The integration of Tianjin Tasly is expected to take time, and achieving synergy in business, management, and culture is crucial for future growth [7]. - Cash outflow from investment activities reached 5.53 billion yuan, primarily due to the acquisition, while R&D expenses surged by 68.99% to 662 million yuan [6].
“昂贵”并购引发股价“两连跌” 透景生命扩张得与失
Bei Ke Cai Jing· 2025-08-07 12:53
Core Viewpoint - The company,透景生命, announced a plan to acquire 82% of 康录生物 for a total of 3.28 billion yuan, aiming to revitalize its growth after three consecutive years of poor performance [1][6][10]. Group 1: Acquisition Details - The acquisition will occur in three phases, starting with the purchase of 72.8630% of 康录生物, followed by additional purchases in 2026 and 2027 if certain conditions are met [6][20]. - 康录生物 specializes in the FISH technology field and has developed rapid FISH reagents and automated detection equipment, positioning itself as a leader in molecular diagnostics [7][8]. Group 2: Financial Performance - 透景生命 has experienced a decline in profits for three consecutive years, with revenue dropping from 7.16 billion yuan in 2022 to 5.43 billion yuan in 2023 [11][12]. - The company’s net profit for 2023 was reported at 89.4 million yuan, down from 124.76 million yuan in 2022 [12]. Group 3: Strategic Rationale - The acquisition is expected to create synergies in development strategy, market channels, and product technology, potentially leading to new revenue and profit growth [3][9]. - The FISH products from 康录生物 are anticipated to enhance 透景生命's product matrix and provide comprehensive solutions in tumor diagnostics [8][10]. Group 4: Risks and Commitments - The acquisition includes a performance guarantee of over 90 million yuan over three years, with specific annual profit targets set for 康录生物 [20][21]. - 康录生物's recent financial performance indicates challenges in meeting these targets, having reported revenues of 97.3 million yuan and a net profit of 16.96 million yuan in 2024 [22].
东山精密斥资70亿密集出手布局多项业务 交易或新增50亿商誉减值风险高悬
Xin Lang Zheng Quan· 2025-07-14 10:16
Core Viewpoint - Dongshan Precision is actively expanding its business through high-value acquisitions in the automotive and optical communication sectors, despite facing significant financial challenges and increasing asset impairment losses. Group 1: Investment Activities - Dongshan Precision's subsidiary DSG will acquire shares in China Renewable Power Infrastructure LPF, with an investment of up to $30 million, sourced from the company's own funds [1] - The company announced a €100 million acquisition of French automotive parts company GMD Group, which has a high debt ratio of 98% and a purchase premium of 560% [1][5] - In June, Dongshan Precision proposed to acquire Source Photonics Holdings for up to ¥59.35 billion, with a purchase premium exceeding 400% and no performance commitments set for the target [2][6][8] Group 2: Financial Performance - Dongshan Precision's revenue for 2024 is projected at ¥36.77 billion, a year-on-year increase of 9.27%, while net profit is expected to decline by 44.74% to ¥1.09 billion, marking a second consecutive year of profit decline [3] - Asset impairment losses have surged from ¥85 million in 2020 to ¥939 million in 2024, a tenfold increase over four years [3] - The company's goodwill has exceeded ¥2.12 billion, with the two recent acquisitions potentially adding around ¥5 billion in goodwill, raising concerns about future impairment risks [2][8] Group 3: Market Position and Strategy - Dongshan Precision operates in the precision metal components sector, primarily serving clients in the new energy and communication equipment industries [3] - The company aims to establish a third growth curve by diversifying into optical communication, alongside its existing focus on consumer electronics and new energy [6] - The strategic acquisitions are part of a broader effort to enhance market scale in the automotive parts sector, despite the associated financial risks [5][8]
姚记科技: 向不特定对象发行可转换公司债券2025年跟踪评级报告
Zheng Quan Zhi Xing· 2025-06-25 16:04
Core Viewpoint - Shanghai Yaoji Technology Co., Ltd. maintains a stable credit rating of A+ for both its corporate entity and the "Yaoji Convertible Bond" with a stable outlook, reflecting its strong market position and financial stability despite some revenue decline [1][4][10]. Company Overview - The company, originally established as Shanghai People's Printing Factory, has evolved into a well-known manufacturer of playing cards and is publicly listed since 2011 [10][11]. - As of March 2025, the company has a total share capital of 415 million shares, with the controlling shareholders holding 49.95% of the shares [10][11]. Financial Performance - In 2024, the company reported total revenue of 32.71 billion yuan, a decrease of 24.05% year-on-year, while the total profit was 6.81 billion yuan [4][11][24]. - The company has a strong cash position with cash assets amounting to 10.81 billion yuan by the end of 2024, and total assets of 50.69 billion yuan [9][11]. - The company's gross profit margin improved to 43.44% in 2024, up by 5.81 percentage points from the previous year [24]. Business Segments - The playing card business remains stable, while the mobile gaming segment experienced a decline in revenue due to a decrease in active users [4][24]. - The digital marketing segment saw a revenue drop but an increase in gross margin due to adjustments in client cooperation and reduced inefficient spending [4][24]. Industry Analysis - The playing card industry in China is characterized by stable demand and intense competition, with the country being a major producer and consumer of playing cards globally [14][15]. - The mobile gaming market in China reached a sales revenue of 325.78 billion yuan in 2024, with a year-on-year growth of 7.53%, indicating a shift from user expansion to increased per capita spending [15][16]. - The internet marketing sector is also growing, with the market size reaching 776.5 billion yuan in 2024, reflecting a 15.04% increase [19]. Risks and Challenges - The company faces risks related to high supplier concentration in its playing card business, which could impact cost control and operational performance [25][26]. - The mobile gaming industry is under pressure from regulatory scrutiny and increased competition, which could affect revenue growth [15][16].
亏损加剧、头顶近14亿商誉,上海超硅IPO胜算几何
Bei Jing Shang Bao· 2025-06-18 12:50
Core Viewpoint - Shanghai ChaoSilicon Semiconductor Co., Ltd. has initiated its IPO process on the Sci-Tech Innovation Board, aiming to raise 4.965 billion yuan despite not achieving profitability and facing increasing losses [1][3]. Financial Performance - The company reported cumulative losses of approximately 31.46 billion yuan from 2022 to 2024, with net profits of -8.03 billion yuan, -10.44 billion yuan, and -12.99 billion yuan for the respective years [3][4]. - Revenue for the same period was approximately 9.21 billion yuan, 9.28 billion yuan, and 13.27 billion yuan [3]. Business Operations - Shanghai ChaoSilicon specializes in 300mm and 200mm semiconductor silicon wafers, primarily focusing on P-type silicon wafers, with a smaller portion of N-type wafers [3]. - The company is currently in a capacity ramp-up phase, which has led to high production costs and has not yet realized economies of scale [3][4]. Future Outlook - The company anticipates achieving profitability by 2027, contingent on the gradual release of production capacity and increased order volume [4]. - As of the end of 2024, the company expects to have accumulated undistributed profits of -39.72 billion yuan [4]. Goodwill and Risks - The company holds goodwill of 1.394 billion yuan, representing 9% of total assets, primarily from the acquisition of Chongqing ChaoSilicon Semiconductor Co., Ltd. [5]. - There are concerns regarding potential goodwill impairment if the performance of the acquired company does not meet expectations [5]. Regulatory Issues - Shanghai ChaoSilicon has faced three administrative penalties since January 2022, all related to Chongqing ChaoSilicon, indicating some regulatory scrutiny [5][6]. Related Transactions - The company has significant related party transactions, particularly with Japanese firms, amounting to approximately 516 million yuan in 2022 [7]. - The procurement from these Japanese firms was influenced by the company's initial lack of commercial credibility in the Japanese market [8].