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海兰信推10.51亿重组将新增8.41亿商誉 标的承诺四年赚3.1亿业绩补偿覆盖率仅39%
Chang Jiang Shang Bao· 2025-08-13 23:57
Core Viewpoint - Hailanxin (300065.SZ) is advancing its asset restructuring to enhance the competitiveness of its marine electronics core business through the acquisition of 100% equity in Hainan Hailan Huanyu Marine Information Technology Co., Ltd. for a valuation of 1.051 billion yuan [1][3] Group 1: Acquisition Details - The acquisition involves a total valuation of 1.051 billion yuan, with a premium rate of 438.88% [1][5] - Hailanxin plans to raise up to 700 million yuan in supporting funds, with 360 million yuan allocated for cash compensation and related expenses, and the remainder for key projects [3][5] - The acquisition is expected to add approximately 841 million yuan in goodwill, representing 22.73% of total assets and 35.65% of net assets post-transaction [5][6] Group 2: Financial Performance - Hailanxin has experienced significant fluctuations in performance, with net profits of -789 million yuan, -116 million yuan, and 8.21 million yuan from 2022 to 2024 [4] - In Q1 2025, Hailanxin reported a revenue of 346 million yuan, a year-on-year increase of 639.08%, with net profit and non-recurring net profit of 34.8 million yuan and 27.6 million yuan, respectively [4] - Hailan Huanyu's revenue from its top five clients increased to 57% in Q1 2025, indicating a rising customer concentration [2][7] Group 3: Performance Commitments - The transaction includes performance commitments, with Hailan Huanyu expected to achieve a net profit of no less than 310 million yuan from 2025 to 2028 [6] - The performance coverage rate for the compensation is only 39.12%, raising concerns about the adequacy of compensation if actual profits fall short [6][7] - Hailan Huanyu's performance shows seasonal characteristics, with significant revenue concentration in the fourth quarter [2][7]