Core Viewpoint - Hunan Youa Apollo Commercial Co., Ltd. (Youa Shares) plans to acquire 100% equity of Shenzhen Shangyangtong Technology Co., Ltd. (Shangyangtong) for approximately 1.58 billion yuan, marking a strategic shift into the power semiconductor sector [1][17]. Group 1: Acquisition Details - The acquisition involves issuing shares and cash payments, with a total fundraising of up to 550 million yuan for transaction costs and integration expenses [1]. - The assessed value of Shangyangtong's 100% equity is approximately 1.757 billion yuan, while the agreed transaction price is 1.58 billion yuan [1][5]. - The acquisition aims to create a second growth curve for Youa Shares and enhance its sustainable profitability [1][17]. Group 2: Shangyangtong's Financial Performance - Shangyangtong's revenue for 2023 and 2024 is projected to be 673.39 million yuan and 605.73 million yuan, respectively, with net profits of 82.70 million yuan and 45.67 million yuan [2]. - The company experienced a significant decline in performance, with a 75% drop in net profit from 2022 to 2024 [4][17]. - Shangyangtong's cash flow from operating activities showed a net outflow of 37.42 million yuan over the two years, indicating financial instability [2][4]. Group 3: Historical Context and Valuation - Shangyangtong's revenue growth from 2020 to 2022 was substantial, with a compound annual growth rate of 140.84%, but it faced a downturn in 2023 and 2024 [4]. - The valuation of Shangyangtong has decreased significantly, with the acquisition price dropping by 76.8% compared to its IPO valuation [12]. - The company had previously undergone multiple rounds of financing, with its valuation increasing over 11 times in two years, but the current acquisition reflects a stark contrast to that growth [9][12]. Group 4: Youa Shares' Business Context - Youa Shares primarily operates in the retail sector, including various formats such as department stores and online shopping platforms [13]. - The company has faced declining revenues and profits since 2019, with a notable drop in 2024, where total revenue was 1.297 billion yuan, down 3.36% year-on-year [14][15]. - The company is under significant debt pressure, with short-term loans amounting to 2.549 billion yuan and cash flow challenges [15].

Core Viewpoint - Hunan Youyi Apollo Commercial Co., Ltd. (Youya Shares) plans to acquire 100% equity of Shenzhen Shangyangtong Technology Co., Ltd. (Shangyangtong) for approximately 1.58 billion yuan, marking a strategic shift into the power semiconductor sector to enhance profitability and create a second growth curve [1][9]. Group 1: Acquisition Details - The acquisition involves issuing shares and cash payments, with a total fundraising of up to 550 million yuan for transaction costs and integration expenses [1]. - Shangyangtong's 100% equity is valued at approximately 1.757 billion yuan, with an agreed transaction price of 1.58 billion yuan [1][9]. - The valuation represents a significant decrease compared to Shangyangtong's previous IPO valuation, which was around 6.804 billion yuan [13][14]. Group 2: Shangyangtong's Financial Performance - Shangyangtong's revenue for 2023 and 2024 is projected to be 673.39 million yuan and 605.73 million yuan, respectively, with net profits of 82.70 million yuan and 45.67 million yuan, indicating a revenue decline of 10% and a net profit drop of 44.78% in 2024 [4]. - The company's performance has fluctuated significantly, with a 75% decline in net profit from 2022 to 2024 [6][14]. - Shangyangtong's previous IPO attempt was halted in July 2024, reflecting challenges in maintaining stable financial performance [3][4]. Group 3: Youya Shares' Business Context - Youya Shares primarily operates in the retail sector, facing declining revenues and profits since 2019, with 2024 revenue at 1.297 billion yuan, down 3.36% year-on-year [17]. - The company has been under financial pressure, with short-term loans reaching 2.549 billion yuan and cash flow management challenges evident [17]. - The acquisition aims to pivot Youya Shares into the semiconductor industry, potentially providing new revenue streams amid declining retail performance [18].

体面退出。 作者 I 杨继云 报道 I 投资界PEdaily IPO失败后，一家创业公司选择卖身。 12月11日，湖南友谊阿波罗商业股份有限公司（即友阿股份）披露公告：拟通过发行股份及支付现金的方式购买深 圳尚阳通科技股份有限公司100%股权，并募集配套资金。 这是一场典型的跨界并购。细看交易双方，友阿股份是长沙及湖南规模最大的百货零售企业之一；而被收购方尚阳通 则是一家半导体公司，身后站着一位在半导体圈打拼多年的女掌门蒋容，在经历科创板上市折戟后，公司选择用另一 种方式圆上市梦。 来自尚阳通科技公号 如此一幕，也是眼下A股并购热闹的写照。 一笔跨界并购诞生 更多交易细节流出—— 根据相关公告，本次交易的整体方案将由"发行股份及支付现金购买资产"和"募集配套资金"两部分构成。 第一个部分除了友阿股份外，涉及了蒋容、姜峰、肖胜安、深圳市子鼠管理咨询合伙企业（有限合伙）、深圳青鼠投 资合伙企业（有限合伙）等37名交易对方；后者则将向不超过35名符合条件的特定投资者进行募资。 值得一提的是，新近公布的预案中，友阿股份由收购目标公司82. 37%的股份调整为100%的股份。 资料显示，尚阳通专注高端半导体功率器件芯片 ...