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北交所对华维设计发出问询函,要求说明购买资产的必要性等问题
Xin Hua Wang· 2025-08-12 05:38
Core Viewpoint - Huawai Design Group plans to acquire 51% of Jiujiang Zhengqi Microelectronics for 63 million yuan to expand its business and improve operational conditions, with the transaction not constituting a major asset restructuring [1] Group 1: Acquisition Details - The acquisition involves purchasing the stake from individual 廖红伟, and the company is required to explain the necessity and rationality of this cross-industry acquisition [1] - The inquiry letter requests Huawai Design to provide details on the business performance, main financial indicators, and future industry development trends of both Huawai Design and Jiujiang Zhengqi [1] Group 2: Financial and Operational Impact - Huawai Design must assess the impact of the acquisition on its working capital, liquidity ratios, and whether it has sufficient remaining working capital for future operations [1] - The inquiry also seeks to verify any relationships between Huawai Design's controlling shareholders and Jiujiang Zhengqi's shareholders, as well as any potential conflicts of interest [1] Group 3: Performance Commitments and Valuation - The inquiry letter requires an explanation of why Jiujiang Zhengqi has not been profitable as of September 30, 2024, and the measures planned to improve profitability [2] - Huawai Design must quantify the basis for performance commitment indicators and ensure that the counterparty 廖红伟 has the ability to fulfill these commitments [2] - The asset evaluation process must be detailed, including the rationale for using the asset-based approach and whether it complies with relevant appraisal standards [2]
关键收购,溢价超13倍!交易所抛九大问题
Zhong Guo Ji Jin Bao· 2025-06-29 04:04
Core Viewpoint - Yanggu Huatai is planning to acquire 100% equity of Bomi Technology for 1.443 billion yuan, despite Bomi currently being in a loss position, with the acquisition price reflecting a premium of over 13 times its net assets [3][5]. Group 1: Transaction Details - The acquisition involves multiple stakeholders, including Hainan Juxin and several individuals, with a total transaction price of 1.443 billion yuan [3]. - Bomi Technology specializes in high-performance polyimide materials, with its products primarily used in semiconductor manufacturing and liquid crystal display panel production [3][4]. - The reported revenue for Bomi Technology during the period was 33 million yuan and 34 million yuan, with net losses of 9 million yuan and 12 million yuan respectively [5]. Group 2: Regulatory Scrutiny - The Shenzhen Stock Exchange raised nine major questions regarding the acquisition, focusing on the necessity and compliance of the cross-industry acquisition, the fairness of transaction pricing, and the valuation of intangible assets [3][4]. - Yanggu Huatai is required to provide detailed disclosures on the technological advancements and core competitiveness of Bomi Technology, including comparisons with industry peers [4]. Group 3: Valuation Concerns - The valuation of Bomi Technology was assessed using the income approach, resulting in a value of 1.443 billion yuan, indicating a 1330.32% increase in value [7][9]. - The exchange has requested further clarification on the parameters used in the income approach valuation and the rationale behind the selection of this method over others [8][9]. - Yanggu Huatai argues that the valuation is reasonable due to Bomi's short establishment period and high R&D investments, despite its low net assets [9]. Group 4: Market Context - As of June 27, Yanggu Huatai's total market capitalization was 6.678 billion yuan [9].