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再次高溢价“入手”芯片公司,探路者面临四大风险
Xin Lang Cai Jing· 2025-12-05 01:13
Core Viewpoint - The company, after the acquisition by new controlling shareholder Li Ming, is actively pursuing acquisitions in the semiconductor sector, with recent announcements to acquire stakes in two chip companies, but market reactions have been negative due to past acquisition performance concerns [1][3]. Acquisition Details - The company plans to invest 321.3 million yuan and 357 million yuan to acquire 51% stakes in Shenzhen Betel Electronics Technology Co., Ltd. and Shanghai Tongtu Semiconductor Technology Co., Ltd. respectively [1]. - The company has previously acquired three chip companies from 2021 to 2023, but the outcomes of these acquisitions have not been satisfactory [1][3]. Financial Performance of Target Companies - As of August 31, 2025, Betel and Tongtu have total assets of 276 million yuan and 103 million yuan, respectively, with net profits projected to be 33.7 million yuan, 47.7 million yuan, and 68.6 million yuan for Betel from 2026 to 2028 [6]. - For 2024 and the first eight months of 2025, Betel's revenues are projected at 179 million yuan and 166 million yuan, while Tongtu's revenues are expected to be 56.1 million yuan and 105 million yuan [6]. Market and Competitive Landscape - The semiconductor industry is experiencing intense competition, particularly in consumer electronics, which raises concerns about the performance of the acquired companies [7][8]. - The market for consumer chips is described as mature, with significant price competition and a lack of growth potential in lower-end chip segments [8]. Valuation and Premium Concerns - The acquisitions involve significant premiums, with Betel valued at 650.6 million yuan, representing a 363.26% increase over its net asset value, and Tongtu valued at 702.8 million yuan, reflecting a 2119.65% increase [10]. - The high valuation may lead to substantial goodwill and intangible asset recognition, which could pose risks if the acquired companies do not meet performance expectations [12][10]. Financial Position and Funding Challenges - The company is utilizing 678 million yuan of its own funds for the acquisitions, which exceeds 70% of its available cash [16]. - The company is also planning a private placement to raise 1.858 billion yuan to support liquidity, with potential risks associated with the timing and success of this fundraising effort [18]. Business Transition and Revenue Contribution - The company has been transitioning from its original outdoor brand focus to a dual business model that includes semiconductor operations, but the semiconductor segment still accounts for less than 20% of total revenue [19]. - In the first half of 2025, semiconductor revenue was approximately 112 million yuan, while outdoor apparel and footwear contributed over 76% of total revenue [19][20]. Performance of Acquired Companies - The financial performance of the three semiconductor subsidiaries has been disappointing, with significant losses reported by Beijing Xinneng and a sharp decline in profits for G2 Touch [21]. - The reliance on overseas markets has exposed the company to currency fluctuations, further complicating its financial stability [22].