7亿商誉已超公司营收三倍。 作者 | 萧瑟 编辑 | 小白 "并购是一门艺术"，此言不虚。 因为并购远不止是数字和条款的堆砌，其融合了估值博弈、规则周旋、时机把握等多重因素，每一步 都充满了不确定性与创造性。 就以思林杰（688115.SH）收购青岛科凯电子研究所股份有限公司（"科凯电子"）为例，这笔交易自 2024年9月起开始筹划， 至今共发布过6版交易草案、经历过3次交易所问询，前后拉扯了近一年时 间。 随着思林杰在7月31日披露最新交易方案及问询回复，这次漫长的并购迎来关键进展，今日我们便聚 焦于此。 失意者联盟 先来看并购方思林杰，2022年在科创板上市，主营工业自动化检测仪器，主要产品为嵌入式智能仪器 模块、机器视觉产品、自动化生产测试设备等，下游集中于消费电子产线。 其中嵌入式智能仪器模块的收入贡献超过50%，是思林杰的核心产品。 | | | | 主营业务分行业情况 | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | 营业收入比 | 营业成本比 | 毛利率比上 | | 分行业 | 营业收入 | 营业成本 | 毛利率(%) | ...

Core Viewpoint - The article discusses the financial fraud case of Jintongling, which inflated its revenue by 1.135 billion yuan over six years, leading to administrative, civil, and criminal penalties for the company and its executives [2][4][8]. Group 1: Financial Fraud Details - Jintongling was found to have inflated its revenue by 1.135 billion yuan and reduced its revenue by 250 million yuan from 2017 to 2022 [4][18]. - The company reported inflated profits of 411 million yuan during the same period, with specific years showing significant discrepancies [18]. - The fraudulent activities included falsifying project completion reports and prematurely recognizing revenue, which misled investors and regulators [15][17]. Group 2: Legal Consequences - Jintongling and six of its executives are facing criminal charges for violating information disclosure laws, with potential penalties including imprisonment [7][8]. - The company has been subjected to a total administrative penalty of 5.7 million yuan, with additional sanctions against involved intermediary firms [18][27]. - A collective lawsuit has been initiated by over 50 investors against Jintongling and its executives, as well as three brokerage firms and an accounting firm [3][4]. Group 3: Company Background and Financial Performance - Founded in 1993 and listed in 2010, Jintongling initially focused on various industrial sectors before shifting to industrial blowers and centrifugal air compressors [11][19]. - The company has faced significant financial challenges, with continuous losses reported from 2020 to 2024, culminating in a net loss of 1.314 billion yuan in 2024 [25][26]. - Despite the ongoing financial difficulties, Jintongling's stock price has increased by over 40% in 2025, indicating some investor optimism [4][26].

Core Viewpoint - Dajia Weikang is expanding its market presence in East China through the acquisition of Anhui Dajia Weikang Health Pharmacy Co., Ltd. for 116 million yuan, aiming to enhance its competitive position despite facing declining profitability over the past three years [1][8]. Group 1: Acquisition Details - Dajia Weikang plans to acquire 60.85% of Anhui Dajia Weikang at a total valuation of 190 million yuan, reflecting a significant premium of 2776.97% over its book value [2][4]. - The acquisition will make Anhui Dajia Weikang a subsidiary of Dajia Weikang, with the latter holding 65% of its shares post-transaction [3][4]. - The deal includes performance commitments from the seller, requiring Anhui Dajia Weikang to achieve specific sales and profit targets over the next three years [4]. Group 2: Financial Performance - Despite rapid expansion, Dajia Weikang has experienced a decline in net profit for three consecutive years, with a total decrease of 61% from 2022 to 2024 [1][8]. - The company's revenue grew from 3.29 billion yuan in 2022 to 5.23 billion yuan in 2024, but net profit fell from 51.08 million yuan to 26.57 million yuan during the same period [8]. - In Q1 2025, Dajia Weikang reported revenue of 1.3 billion yuan, but net profit dropped by 83.82% year-on-year [8]. Group 3: Business Expansion - Dajia Weikang has rapidly expanded its store count from 121 in 2021 to 1389 by the end of 2024, marking a growth of approximately 10.5 times [6][7]. - The company operates 119 chain pharmacies under Anhui Dajia Weikang, focusing on retailing pharmaceuticals, health products, and medical devices [7]. - The retail business accounted for 51.44% of total revenue in 2024, with a year-on-year growth of 78.83% [7]. Group 4: Financial Health and Liabilities - As of March 2025, Anhui Dajia Weikang had total assets of approximately 108 million yuan and a debt ratio of 93.85%, indicating high leverage [5]. - Dajia Weikang's goodwill reached 1.135 billion yuan, constituting 17.6% of total assets and 61% of net assets, raising concerns about the sustainability of its acquisitions [9].

Core Viewpoint - Longyang Electronics (Kunshan) Co., Ltd. plans to acquire 70% of Suzhou Deyou New Materials Technology Co., Ltd. for a cash consideration of 770 million yuan, with 488 million yuan sourced from the company's raised funds and interest [1][5]. Group 1: Acquisition Details - The acquisition will be executed in two phases: the first phase involves acquiring 70% of Deyou New Materials, making it a subsidiary, while the second phase will occur after the first performance commitment period, acquiring the remaining 30% [5][6]. - Deyou New Materials specializes in the research, production, and sales of composite functional materials, primarily serving the consumer electronics sector [5][8]. Group 2: Financial Performance and Commitments - Deyou New Materials is projected to achieve revenues of 236.36 million yuan in 2023, 418.91 million yuan in 2024, and 73.98 million yuan in early 2025, with net profits of 25.88 million yuan, 93.50 million yuan, and 18.29 million yuan respectively [5][8]. - The first performance commitment requires Deyou New Materials to achieve a cumulative net profit of no less than 315 million yuan over the years 2025 to 2027 [6][7]. Group 3: Valuation and Goodwill - The valuation of Deyou New Materials shows a significant increase, with a 453.32% premium over its book value, leading to a valuation of 1.104 billion yuan for 100% of the company [10]. - Following the acquisition, Longyang Electronics will recognize approximately 579.67 million yuan in goodwill, which may be subject to impairment if future performance does not meet expectations [11]. Group 4: Company Performance Context - Longyang Electronics has experienced declining performance, with revenue and net profit decreasing by 12.11% and 14.58% in 2022, and further declines of 29.51% and 42.7% in 2023, although a slight revenue increase of 8.51% is expected in 2024 [11].

Core Viewpoint - Company BZJG is making a significant acquisition by purchasing 70% of Shanghai Wodian for 420 million yuan, indicating a high premium transaction with a valuation of 600 million yuan, representing a 352.35% increase over the company's net assets [1][4] Group 1: Acquisition Details - The acquisition price of 420 million yuan is set to acquire 70% of Shanghai Wodian, which specializes in industrial automation solutions [4] - Shanghai Wodian's net assets are approximately 133 million yuan, leading to a substantial goodwill of about 360 million yuan for BZJG post-acquisition [1][4] - The seller has committed to a minimum net profit of 185 million yuan over the next three years, with a projected net profit of 38.57 million yuan for 2024 [1][6] Group 2: Company Performance - BZJG has faced a growth bottleneck, with revenue and net profit showing minimal growth in 2023 and 2024 compared to 2022 [1][9] - In Q1 2023, BZJG reported a revenue decline of 0.80% and a net loss of approximately 30.98 million yuan, marking a 45.59% decrease year-on-year [9] - The company has invested over 10% of its revenue into R&D annually, with R&D expenditures increasing from 371 million yuan in 2020 to 514 million yuan in 2024 [8] Group 3: Market Context - The acquisition is seen as a strategic move to overcome operational challenges and expand into high-margin overseas markets, particularly in Europe and the U.S. [5] - Shanghai Wodian's revenue for 2023 and 2024 is projected at 237 million yuan and 249 million yuan, respectively, with a year-on-year growth of 5.16% and 21.53% [5] - The market response to BZJG's acquisition has been lukewarm, with stock performance remaining flat following the announcement [2][3]

Group 1 - The company, Silin Jie, is adjusting its acquisition plan for Qindao Kekai Electronics Research Institute, proposing to acquire 71% of its shares for 14.2 billion yuan, down from 14.91 billion yuan [1][2] - The acquisition aims to enhance Silin Jie's profitability and expand its business into military-grade micro-circuit modules, diversifying its product offerings [2][3] - The financial performance of Kekai Electronics shows a declining trend in revenue and profit margins, with revenues of 2.72 billion yuan, 3.08 billion yuan, and 956.87 million yuan from 2022 to August 2024, and net profits of 1.63 billion yuan, 1.67 billion yuan, and 237.95 million yuan during the same period [1][6][7] Group 2 - The acquisition will result in an increase in goodwill amounting to 7.83 billion yuan, which will represent 24.07% of total assets and 29.57% of net assets by August 2024 [1][7] - Kekai Electronics has a high customer concentration, with over 99% of its sales coming from its top five clients, indicating potential risks in revenue stability [1][7] - The deal includes performance commitments for Kekai Electronics, requiring net profits of at least 900 million yuan, 1.2 billion yuan, 1.5 billion yuan, and 1.8 billion yuan from 2025 to 2028, totaling no less than 5.4 billion yuan [7]