高溢价并购
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【e公司调查】603007,1.8亿购入资产36万元甩卖!高溢价并购走向何方?
Zheng Quan Shi Bao Wang· 2025-10-30 03:10
Core Viewpoint - *ST Huawang (603007) is selling its wholly-owned subsidiary, Zhongwei International Engineering Design Co., Ltd., for 360,000 yuan, despite having invested 182 million yuan in its acquisition, highlighting the challenges and high premiums associated with past mergers and acquisitions [1][2][3]. Group 1: Acquisition and Financial Performance - The acquisition of Zhongwei International was initially valued at 1.82 billion yuan, with a high premium based on optimistic performance projections, including a commitment for net profits of at least 15 million yuan in 2017 [3][4]. - Following the acquisition, Zhongwei International's performance deteriorated significantly, reporting losses of 280,390 yuan in 2020 and 1.25 million yuan in 2021, with projected losses of 2.78 million yuan for 2024 [4][11]. - As of August 2023, Zhongwei International's net assets were only 27,600 yuan, and it owed 367,800 yuan to *ST Huawang, which it could not repay [4][11]. Group 2: Corporate Restructuring and New Investments - After a series of financial difficulties, *ST Huawang underwent bankruptcy restructuring, with new major shareholders injecting 507.7 million yuan into the company [12][14]. - The new management has committed to achieving significant revenue targets, including 400 million yuan in 2025 and annual revenues of 500 million yuan from 2026 to 2028 [12][13]. - The company is also pursuing new investments, including a controversial acquisition of a 55.5% stake in Niwei Power, valued at 666 million yuan, which could lead to substantial goodwill on the balance sheet [14][15]. Group 3: Market Reactions and Future Outlook - The high premium paid for the Niwei Power acquisition has raised concerns about potential goodwill impairment, as the projected profits may not materialize [15][16]. - The restructuring and new acquisitions have sparked debate among stakeholders regarding the future viability and profitability of *ST Huawang, with mixed expectations about the outcomes of these strategic moves [16].
1.8亿购入资产36万元甩卖 *ST花王高溢价并购走向何方?
Zheng Quan Shi Bao· 2025-10-29 18:42
Core Viewpoint - *ST Huawang plans to sell its wholly-owned subsidiary, Zhongwei International Engineering Design Co., Ltd., for 360,000 yuan, despite having invested 182 million yuan in its acquisition, highlighting the company's struggle with past acquisitions and ongoing financial difficulties [1][2][3]. Group 1: Acquisition and Financial Performance - The acquisition of Zhongwei International was initially valued at 1.82 billion yuan, with a high premium based on optimistic performance projections [3][4]. - Zhongwei International's financial performance deteriorated significantly after 2020, with losses of 280,390 yuan in 2020 and 1.25 million yuan in 2021, and projected losses of 2.78 million yuan for 2024 [4][10]. - The company's net assets dwindled to 27,600 yuan, with outstanding debts of 367,800 yuan that it could not repay [4]. Group 2: Corporate Restructuring and New Ownership - Following a bankruptcy restructuring, Suzhou Chenshun became the new major shareholder, but the change in control has not led to significant operational improvements [1][11]. - The restructuring involved a capital injection of 507.7 million yuan from new investors, with commitments for future revenue targets [11][12]. - The company has shifted its focus to new investments, including a controversial acquisition of a 55.5% stake in Niwei Power, valued at 666 million yuan, which raises concerns about potential goodwill impairment [12][13]. Group 3: Market Position and Future Outlook - *ST Huawang's history of high-premium acquisitions has resulted in significant financial burdens, with past investments failing to yield sustainable growth [8][10]. - The company is now attempting to optimize its asset and business structure through divestitures and new acquisitions, but the effectiveness of these strategies remains uncertain [2][14]. - The ongoing challenges and restructuring efforts indicate a critical period for the company as it seeks to stabilize its operations and improve financial health [11][14].
1.8亿购入资产36万元甩卖*ST花王高溢价并购走向何方?
Zheng Quan Shi Bao· 2025-10-29 18:35
Core Viewpoint - *ST Huawang plans to sell its wholly-owned subsidiary, Zhongwei International Engineering Design Co., Ltd., for 360,000 yuan, despite having invested 182 million yuan in its acquisition, highlighting the company's ongoing struggles with asset management and performance issues [2][3]. Group 1: Acquisition and Financial Performance - In September 2017, *ST Huawang acquired 80% of Zhongwei International for 144 million yuan, with a valuation increase of 640.64% based on shareholder equity [3]. - Zhongwei International's revenue was 37.46 million yuan and net profit was 6.14 million yuan in 2016, with performance commitments made for 2017-2019 [3]. - However, from 2020 onwards, Zhongwei International's performance declined significantly, reporting losses of 2.8 million yuan in 2020 and 12.5 million yuan in 2021 [4][11]. Group 2: Current Financial Status - As of August 2023, Zhongwei International's net assets were only 276,000 yuan, and it owed *ST Huawang 3.68 million yuan, which it could not repay [5]. - The planned sale of Zhongwei International is part of *ST Huawang's strategy to optimize its asset and business structure [2]. Group 3: Corporate Restructuring and Future Plans - Following a bankruptcy restructuring initiated in 2022, *ST Huawang introduced new investors and committed to achieving significant revenue targets by 2025 [11]. - The company is also pursuing a high-premium acquisition of Niwei Power, with a valuation of 1.207 billion yuan, which could lead to substantial goodwill on its balance sheet [12][13].
22亿元收购案,刚开始就“黄”了,A股芯片公司:好聚好散,股价年内已涨超70%
3 6 Ke· 2025-10-24 00:59
Core Points - The acquisition of 100% equity of Better Electronics by Yangjie Technology was abruptly terminated less than a month after receiving shareholder approval, primarily due to differences in business types, management styles, and corporate cultures between the two companies [1][2][3] - The acquisition was initially valued at 22.18 billion yuan, reflecting a significant assessment increase of 282.89% from Better Electronics' book value [2][3] - Yangjie Technology stated that the termination of the transaction would not result in any economic losses or substantial impacts on its development strategy and operations [1][8] Summary by Sections Acquisition Details - Yangjie Technology announced the intention to acquire Better Electronics for 22.18 billion yuan on September 11, 2023, and received shareholder approval on September 29, 2023 [2][3] - The acquisition was characterized by a high assessment increase and a complex performance guarantee mechanism involving cash compensation and stock pledges [1][3][8] Termination Reasons - The termination was initiated by Better Electronics' actual controller and major shareholders, citing significant differences in future business philosophies and management approaches [2][3] - The shareholders collectively held 39.35% of Better Electronics, making the acquisition's objectives unattainable following their withdrawal [2][3] Financial Implications - Yangjie Technology confirmed that no economic losses would arise from the termination, as the share transfer and payment had not yet been executed [5][8] - The complex performance guarantee mechanisms established for the acquisition became void with the termination [8][9] Market Reaction - Following the announcement of the acquisition, Yangjie Technology's stock price rose significantly, peaking at 82.48 yuan, with an increase of over 30% since the announcement [9]
22亿元收购案,刚开始就“黄”了,A股芯片公司:好聚好散
Mei Ri Jing Ji Xin Wen· 2025-10-23 22:26
Core Viewpoint - The acquisition of 100% equity of Better Electronics by Yangjie Technology was abruptly terminated less than a month after receiving shareholder approval, primarily due to significant differences in business type, management style, and corporate culture between the two companies [1][2][3]. Summary by Sections Acquisition Details - Yangjie Technology announced a cash acquisition of Better Electronics for 2.218 billion yuan, with a remarkable valuation increase of 282.89% [1][3]. - The acquisition was initially approved by Yangjie Technology's board and shareholders within a short timeframe, highlighting the urgency and significance of the deal [2][3]. Reasons for Termination - The termination was initiated by the actual controller and major shareholders of Better Electronics, citing substantial disagreements on future management and operational philosophies [1][2]. - The exit of these shareholders, who collectively held 39.35% of Better Electronics, rendered the acquisition's objectives unattainable [2]. Impact on Yangjie Technology - Yangjie Technology stated that the termination would not result in any economic losses or adversely affect its strategic development and operations [1][5][7]. - The complex performance guarantee mechanisms established for the acquisition, including a commitment for Better Electronics to achieve a net profit of no less than 555 million yuan from 2025 to 2027, have now been rendered void [7]. Market Reaction - Following the announcement of the acquisition, Yangjie Technology's stock price rose significantly, peaking at 82.48 yuan, reflecting a more than 30% increase since the announcement [7]. - The stock has seen an overall increase of over 70% since the beginning of the year [7].
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].
科博达6.5倍溢价收购实控人亏损资产,长周期对赌为哪般?
Tai Mei Ti A P P· 2025-09-05 10:19
Core Viewpoint - Kobotda (603786.SH) plans to acquire 60% of Kobotda Intelligent Technology from its controlling shareholder for 345 million RMB, reflecting a high premium of 653.25% despite the target company currently being unprofitable [1][3][4]. Group 1: Acquisition Details - The acquisition price for the 60% stake in Kobotda Intelligent Technology is set at 345 million RMB, funded by the company's own resources [1][3]. - The valuation of 100% of Kobotda Intelligent Technology is assessed at 575 million RMB as of July 31, 2025, leading to a significant premium for the transaction [3]. - After the acquisition, Kobotda's ownership in Kobotda Intelligent Technology will increase from 20% to 80% [3]. Group 2: Financial Performance - Kobotda Intelligent Technology has reported revenues of 178 million RMB and 299 million RMB for the years 2024 and the first seven months of 2025, respectively, but has incurred net losses of approximately 42 million RMB and 35 million RMB during the same periods [4][5]. - The company has a high research and development expense ratio of 43.62% for 2024, which is expected to lead to significant revenue growth as its first product achieves mass delivery [5][6]. Group 3: Performance Guarantees - The acquisition includes a performance guarantee requiring Kobotda Intelligent Technology to achieve a cumulative net profit of at least 630 million RMB over a period from August 2025 to the end of 2030 [7][9]. - This performance guarantee is structured to reduce annual performance assessment pressure, with results only being fully evaluated after the end of the commitment period [7][9]. Group 4: Risk Considerations - The extended performance guarantee period of 5 years and 5 months increases the risk associated with the acquisition, as any underperformance will be revealed only at the end of the period [9][10]. - The transaction structure allows for adjustments based on performance, potentially mitigating some risks associated with high premium acquisitions [10][12].
“相中”兴感半导体!必易微2.95亿元并购背后疑点
Bei Jing Shang Bao· 2025-08-27 14:12
Core Viewpoint - The recent surge in the stock price of Biyimi (688045) is attributed to its announcement of a significant acquisition of 100% equity in Shanghai Xingan Semiconductor for approximately 295 million yuan, despite the target company currently being in a loss position [1][4][11]. Acquisition Details - Biyimi plans to acquire Xingan Semiconductor for about 295 million yuan, funded through its own or raised capital [4][9]. - The acquisition includes a performance commitment from the seller, promising a cumulative net profit of no less than 75 million yuan from 2026 to 2029 [4][5]. - Xingan Semiconductor reported revenues of approximately 46.7 million yuan and 18.6 million yuan for 2024 and the first five months of 2025, respectively, with corresponding net losses of about 13.8 million yuan and 4.2 million yuan [4][5]. Financial Performance - Biyimi's financial performance has been mixed, with revenues of 526 million yuan, 578 million yuan, and 688 million yuan from 2022 to 2024, but net profits showing a decline [4][5]. - In the first half of 2025, Biyimi reported revenues of approximately 283 million yuan, a year-on-year decrease of 6.99%, but a reduction in net losses [5]. Valuation Methodology - The acquisition utilized a market approach for valuation, resulting in a high premium of 266.33%, compared to a lower asset-based valuation [6][7]. - The market approach is deemed more reliable as it reflects current market conditions and the comprehensive earning potential of the target company [7]. Strategic Implications - The acquisition is expected to enhance Biyimi's product portfolio, particularly in current detection and motion sensing, creating a complete product system [10]. - The integration of both companies' market and customer advantages is anticipated to improve market positioning and supply chain efficiency [10]. Market Reaction - Following the acquisition announcement, Biyimi's stock price reached a new high of 54.2 yuan per share, closing at 48.5 yuan, reflecting a 7.25% increase on that day [11].
250%溢价并购后股价跌停,卤味第一股回应
2 1 Shi Ji Jing Ji Bao Dao· 2025-08-12 11:07
Core Viewpoint - The stock price of Huangshanghuang (002695.SZ) experienced a significant drop after announcing a high-premium acquisition of 51% stake in Fujian Lixing Food Co., Ltd for 494.7 million yuan, reflecting a premium rate of approximately 250% compared to Lixing's net assets as of June 2025 [1][2]. Group 1: Acquisition Details - Huangshanghuang plans to acquire 51% of Lixing Food for 494.7 million yuan, which represents a premium of about 250% over Lixing's net assets [1][2]. - The acquisition aims to expand Huangshanghuang's business scope, as Lixing Food is a leading company in the freeze-dried food sector with strong capabilities and technology [1][2]. - Lixing Food has set performance commitments for the years 2025-2027, requiring a minimum net profit of 75 million, 89 million, and 100 million yuan respectively, totaling 264 million yuan, which exceeds its current profit levels [2]. Group 2: Company Performance - Huangshanghuang's financial performance has been declining, with a reported revenue of 1.739 billion yuan in 2024, a decrease of 9.44% year-on-year, and a net profit of 40 million yuan, down 42.86% [2]. - In the first half of 2025, Huangshanghuang's net profit rebounded to 77 million yuan, but revenue still fell by 7.19% to 984 million yuan [2]. - This acquisition marks the second attempt by Huangshanghuang to pursue a purchase in the last eight months, following a failed acquisition of Zhancui Food due to disagreements with the controlling shareholder [2][3].
250%溢价并购后股价跌停,卤味第一股回应
21世纪经济报道· 2025-08-12 10:59
Core Viewpoint - The article discusses the recent stock market performance of Huangshanghuang and its high-premium acquisition of Lixing Food, highlighting the potential risks and challenges associated with the acquisition strategy [1][2]. Group 1: Company Performance - Huangshanghuang's stock price fell sharply after a high-premium acquisition announcement, closing at 14.35 yuan per share, with a total market value of 8.028 billion yuan [1]. - The company experienced a 20.94% increase in stock price over the five trading days prior to the announcement [1]. - In 2024, Huangshanghuang reported a revenue of 1.739 billion yuan, a year-on-year decrease of 9.44%, and a net profit of 40 million yuan, down 42.86% [2]. - For the first half of 2025, the company’s net profit was 77 million yuan, but revenue still declined by 7.19% to 984 million yuan [2]. Group 2: Acquisition Details - Huangshanghuang plans to acquire 51% of Lixing Food for 494.7 million yuan, representing a premium of approximately 250% over Lixing Food's net assets as of June 2025 [1]. - The acquisition is aimed at expanding business scope, with Lixing Food being a leading player in the freeze-dried food sector, holding military orders and having products in major supermarkets [1][2]. - Lixing Food's projected net profits for 2025-2027 are set at no less than 75 million, 89 million, and 100 million yuan respectively, totaling 264 million yuan, which exceeds its current profit levels [1][2]. Group 3: Historical Context - This is the second acquisition attempt by Huangshanghuang in eight months, following a failed attempt to acquire Zhancui Food due to disagreements with the controlling shareholder [2][3]. - The collaboration between Huangshanghuang and Lixing Food has historical roots, as they previously co-developed a freeze-dried technology product in 2021 [3].