从披露数据看，标的公司2025年至2027年预计净利润分别为4,383.44万元、4,864.15万元和6,392.45万 元，而业绩承诺方承诺的净利润则为3,500.00万元、5,000.00万元和6,500.00万元，两者存在明显差异。 更关键的是，申报材料未列示预测期内净利润调整至企业自由现金流量的具体过程，使得投资者无法验 证现金流预测的合理性。此外，本次交易采用的折现率为11.29%，其中权益资本成本计算中对公司特 定风险报酬率仅按2.00%预测，却未考虑标的公司客户集中度较高的特别风险。这种选择性忽略关键风 险因子的做法，无疑人为压低了折现率，从而推高了估值。 在资本市场日益强调高质量发展的当下，科技型上市公司通过并购整合优质资产以实现技术跃升和业务 协同，本应是值得鼓励的战略举措。然而，当一项交易的财务结构呈现出高度集中于无形判断、关键参 数缺乏充分验证、且新增商誉占净资产比重超过50%时，其所谓的"战略协同"便不得不令人重新审视其 真实动机与潜在风险。 禾信仪器 (股票代码：688130)拟收购某标的公司所引发的监管问询及后续披 露，恰好为市场提供了一个观察高溢价并购逻辑脆弱性的典型案例。 根 ...

海利生物（603718）的一场高溢价并购续章不断。12月1日，海利生物发布公告称，公司拟收购陕西瑞 盛生物科技有限公司（以下简称"瑞盛生物"）41%股权，此次交易对价颇为特殊，系交易对方美伦管理 有限公司（以下简称"美伦公司"）需向海利生物支付的交易差价。值得注意的是，即使大幅调低瑞盛生 物评估值，此次收购仍存在超2倍溢价。对于海利生物来说，本次并购是无奈之举，虽能避免大额应收 账款无法收回，但仍面临瑞盛生物业绩继续下滑、商誉减值等隐患。12月1日晚间，上交所就上述事项 向海利生物下发监管工作函。 | | | 瑞盛生物近年财务情况一览(单位:亿元) | | | --- | --- | --- | --- | | 时间 GONTOC | 营业收入 | 净利润 | 截至报告期末净资产 | | 2024年 | 2.65 | 1.39 | 2,68 | | 2025年上半年 | 0.78 | 0.34 | 3.01 | | 2025年1-9月 | 1.06 | 0.43 | 3.11 10 10 1 1 | 股权抵偿交易差价 12月1日，海利生物发布公告称，公司收到美伦公司发出的沟通函，函中明确美伦公司因资金周转困 ...

Core Viewpoint - Hai Li Biological is engaged in a high-premium acquisition of 41% equity in Shaanxi Ruisheng Biological Technology Co., Ltd. The transaction involves a significant price adjustment due to Ruisheng's declining performance, leading to a return of approximately 399 million yuan from Meilun Company, which is unable to pay in cash and will instead transfer equity as compensation [1][3][4]. Group 1: Acquisition Details - On December 1, Hai Li Biological announced the acquisition of 41% equity in Ruisheng Biological, with Meilun Company required to pay a price difference due to performance issues [1][3]. - The original acquisition of 55% equity in Ruisheng was completed for 935 million yuan, but the valuation has been adjusted down to 974 million yuan, resulting in a new transaction price of 536 million yuan [3][4]. - The acquisition will increase Hai Li Biological's stake in Ruisheng from 55% to 96%, enhancing control and operational efficiency [4][6]. Group 2: Financial Implications - The valuation adjustment reflects a significant decrease in Ruisheng's performance, with a revenue of 265 million yuan and a net profit of 139 million yuan projected for 2024, down from previous expectations [7][8]. - The previous acquisition created goodwill of 782 million yuan, which will be reduced due to the price adjustment, impacting Hai Li Biological's financial statements [7][8]. - The adjusted performance commitments for Ruisheng for 2025 and 2026 are set at 50 million yuan and 58 million yuan, respectively, indicating a cautious outlook on future profitability [8]. Group 3: Regulatory and Market Context - The Shanghai Stock Exchange issued a regulatory letter to Hai Li Biological regarding the acquisition, highlighting concerns over the valuation adjustments and potential impacts on financial reporting [9][10]. - Market conditions, including increased competition and price wars, have pressured Ruisheng's pricing strategy, necessitating the price adjustment in the acquisition [8][11]. - Experts suggest that the high premium paid during the acquisition may pose long-term financial risks if Ruisheng's performance does not recover, potentially leading to further goodwill impairment [11].

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].

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].

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].

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]

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].

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].

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].