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创业黑马481%高溢价并购背后:业绩承诺过于“宽松”引争议,去年公司严重亏损
Zheng Quan Zhi Xing· 2025-08-26 02:45
Core Viewpoint - The company, Chuangye Heima, is planning a significant asset restructuring by acquiring 100% equity of Beijing Bansintong Technology Co., Ltd. for 280 million yuan, with a premium rate of 481% and an expected goodwill of 241.4 million yuan [1][2][3] Group 1: Acquisition Details - The acquisition involves issuing shares and cash payment, with a total transaction value of 280 million yuan and a cash component of 133 million yuan [2] - The company aims to raise up to 147 million yuan through a private placement to fund the acquisition and related costs [2] - The target company, Bansintong, specializes in blockchain-based software copyright certification services, which is expected to synergize with Chuangye Heima's existing services [2][4] Group 2: Financial Performance and Concerns - Chuangye Heima has faced declining revenues over the past few years, with revenues of 347.1 million yuan, 271 million yuan, and 221.9 million yuan from 2022 to 2024, reflecting a downward trend [5] - The company reported a significant net loss in 2024, with a net profit decline of 1192.13% compared to the previous year [5][6] - The performance of the traditional business has been weakening, while new ventures, particularly in artificial intelligence, have not yet scaled effectively [5][6] Group 3: Performance Commitments and Risks - The acquisition includes performance commitments that require the target company to achieve net profits of at least 28 million yuan, 30 million yuan, and 32 million yuan from 2025 to 2027, which are lower than the 2024 profit [3][4] - There are concerns regarding the feasibility of these performance targets, as they do not match the optimistic portrayal of the target company's future profitability [4] - The company has experienced significant challenges in its traditional business segments, leading to a strategic retreat from certain operations, which has further impacted overall performance [6][7]