作者：浪头饮食/ 郝显 近日，煌上煌发布公告，拟收购福建立兴食品股份有限公司（以下简称"立兴食品"）控股权。 这是继2024年试图收购展翠食品之后，煌上煌再次出手。目前的煌上煌收入已经连续下滑四年，产能利 用率低至23%，面临产能闲置、盈利能力下滑的困境。 值得一提的是，并购标的立兴食品评估增值率达到252.58%，同时净利润波动较大，外延式并购能否帮 助公司打破困境呢？ 煌上煌高溢价并购 根据公告，煌上煌拟与立兴食品股东林解本、华安县晟兴投资合伙企业（有限合伙）（以下简称"晟兴 投资"）和华安县众立投资合伙企业（有限合伙）（以下简称"众立投资"）签订《股权转让协议》，受 让上述股东持有的立兴食品合计51%股权，交易价格为4.95亿元。以此估算，整体估值达到9.71亿元。 出品：新浪财经上市公司研究院 真真老老是一家粽子生产商，从业绩表现来看，这起关联似乎收购并不成功，2024年真真老老亏损2900 万元，引发商誉减值1074.99万元， 外延式并购究竟能否帮助公司脱困 从2021年算起，煌上煌营收已经连续下滑了4年。从2020年最高的24.36亿元降至2024年的17.39亿元。净 利润则从2.82亿元下滑 ...

Core Viewpoint - The acquisition of a 51% stake in Lixing Food by Huangshanghuang for 495 million yuan marks a strategic move to capture core resources in the freeze-dried food sector, enhancing the company's growth potential and aligning with market reforms [1][5][6] Group 1: Acquisition Details - Huangshanghuang plans to acquire 51% of Lixing Food for 495 million yuan, gaining control and integrating it into its consolidated financial statements [1] - The acquisition is progressing in accordance with relevant laws and regulations, indicating a structured approach to the transaction [1] Group 2: Market Opportunity - The global freeze-dried food market is projected to grow from 2.98 billion USD in 2023 to 5.2 billion USD by 2030, with a compound annual growth rate (CAGR) of 8.35% from 2024 to 2030 [2] - In China, the freeze-dried food market is expected to expand from 3.8 billion yuan in 2024 to 8.8 billion yuan by 2030, with a forecasted CAGR of 15% over the next five years [2] Group 3: Industry Landscape - The freeze-dried food industry has high entry barriers due to significant investment in equipment and stringent quality control requirements, with fewer than 10 leading companies capable of large-scale production [3] - Lixing Food, established in 2006, is a leading player in the freeze-dried food sector, with 37 production lines and an annual output capacity of nearly 6,000 tons of various freeze-dried products [3] Group 4: Strategic Fit - The acquisition allows Huangshanghuang to diversify its product offerings by adding freeze-dried products, which complement its existing fresh and snack food lines [4] - Lixing Food's customer base and distribution channels will enhance Huangshanghuang's market reach and operational efficiency, facilitating entry into new markets [4] Group 5: Policy Environment - The timing of the acquisition aligns with recent reforms in China's capital markets, which encourage mergers and acquisitions to enhance industry integration and transformation [5][6] - The acquisition strategy is consistent with national policies aimed at improving investment value and focusing on core business areas, thereby enhancing operational efficiency [5][6]

Core Viewpoint - The company Huangshanghuang is seeking new growth opportunities by acquiring a 51% stake in freeze-dried food company Lixing Food for approximately 495 million yuan, as its main business of marinated products faces declining sales and store closures [1][2]. Group 1: Acquisition Details - The acquisition involves signing a share transfer agreement with multiple shareholders of Lixing Food, with a total transaction price of about 495 million yuan [2]. - Lixing Food, established in 2006, has a production capacity of nearly 6,000 tons of freeze-dried products and 10,000 tons of plant extract powder annually, making it a leading player in the freeze-dried food market [2]. - As of June 30, 2025, Lixing Food's net assets are valued at 277 million yuan, with a third-party valuation of 978 million yuan, indicating a 252.58% increase in value [2]. Group 2: Financial Performance - Lixing Food is projected to achieve revenues of 415 million yuan and 251 million yuan for 2024 and the first half of 2025, respectively, with net profits of approximately 42.22 million yuan and 41.88 million yuan [2]. - The company has committed to achieving non-net profit targets of at least 75 million yuan, 89 million yuan, and 100 million yuan for 2025, 2026, and 2027, respectively, totaling a minimum of 264 million yuan [2]. Group 3: Strategic Intent - Huangshanghuang aims to diversify its product offerings and leverage Lixing Food's sales channels to access new markets and consumer groups, moving beyond its traditional marinated products [3]. - The acquisition is seen as a way to mitigate the declining performance of Huangshanghuang's core business, which has faced continuous revenue drops over the years [4][5]. Group 4: Market Context - The marinated products market is experiencing slower growth, with a market size of 333.2 billion yuan in 2024, reflecting a 4.8% year-on-year increase, compared to a compound annual growth rate of 6.4% from 2018 to 2023 [6]. - Huangshanghuang's main product sales have been declining, with meat product sales dropping from 36,700 tons in 2021 to 22,800 tons in 2024, and a 15.69% decrease in the first half of 2025 [5][6].

Core Viewpoint - Huangshanghuang is seeking new growth opportunities by acquiring a 51% stake in freeze-dried food company Fujian Lixing Food Co., Ltd. for approximately 495 million yuan, as its main business has been struggling with declining sales and store closures [2][3]. Acquisition Details - The acquisition involves signing a share transfer agreement with multiple shareholders of Lixing Food, with a total transaction price of about 495 million yuan [3]. - Lixing Food, established in 2006, operates 37 freeze-drying production lines and has an annual production capacity of nearly 6,000 tons of various freeze-dried products [3]. - As of June 30, 2025, Lixing Food's net assets are valued at 277 million yuan, with a third-party valuation of 978 million yuan, indicating a 252.58% appreciation [3]. - Lixing Food's projected revenues for 2024 and the first half of 2025 are 415 million yuan and 251 million yuan, respectively, with net profits of approximately 42.22 million yuan and 41.88 million yuan [3]. Strategic Intent - The acquisition aligns with Huangshanghuang's strategy of product diversification, aiming to leverage Lixing Food's sales channels to access new markets and consumer groups [4]. - The freeze-dried food sector has applications in various fields, including aerospace, military, outdoor adventures, and healthcare, which could broaden Huangshanghuang's market reach [4]. Business Performance - Huangshanghuang's revenue has been declining, with a reported revenue of 984 million yuan in the first half of 2025, down 7.19% year-on-year [5]. - The company's revenue has shown a downward trend from 2.339 billion yuan in 2021 to 1.739 billion yuan in 2024, with year-on-year declines of 4.01%, 16.46%, 1.70%, and 9.44% respectively [5]. - The sales volume of Huangshanghuang's main products, including meat and rice products, has also decreased significantly from 2021 to 2024 [6]. Market Context - The market for marinated products is projected to grow to 333.2 billion yuan in 2024, reflecting a year-on-year increase of 4.8%, but the growth rate has slowed compared to previous years [6]. - The decline in sales and store numbers has prompted Huangshanghuang to explore opportunities outside its core business [6]. Expert Opinions - Analysts suggest that while the acquisition may provide short-term relief from performance pressures, effective integration and management of the new business will be crucial for long-term success [7].

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expected stock price increase of over 15% relative to the industry index in the next six months [3][20]. Core Views - The company is acquiring a leading domestic freeze-dried food manufacturer, which is expected to create a second growth curve and enhance its position in the health food market [1][2][11]. - The acquisition is projected to significantly improve the company's financial performance, with expected revenue growth and profitability in the coming years [11]. Financial Summary - **Revenue Forecast**: The company anticipates revenues of 1,921 million RMB in 2023, decreasing to 1,739 million RMB in 2024, and then increasing to 1,959 million RMB in 2025, with a growth rate of 12.6% [1][11]. - **Net Profit**: The net profit is expected to rise from 71 million RMB in 2023 to 88 million RMB in 2025, reflecting a year-on-year growth of 118.4% [1][11]. - **Return on Equity (ROE)**: The ROE is projected to improve from 2.4% in 2023 to 3.2% in 2025 [1][11]. - **Earnings Per Share (EPS)**: The EPS is forecasted to increase from 0.13 RMB in 2023 to 0.16 RMB in 2025 [1][11]. - **Price-to-Earnings (P/E) Ratio**: The P/E ratio is expected to decrease from 113.7 in 2023 to 91.1 in 2025 [1][11]. Acquisition Details - The company plans to acquire 51% of the shares of Fujian Lixing Food Co., Ltd. for 49,470,000 RMB, which will make Lixing a subsidiary and included in the consolidated financial statements [1][2]. - The acquired company has committed to achieving a net profit of no less than 75 million RMB, 89 million RMB, and 100 million RMB for the years 2025 to 2027, respectively [2][11]. Market Position and Growth Potential - The freeze-dried food market is projected to grow significantly, with the global market expected to reach 5.2 billion USD by 2030, and the Chinese market anticipated to grow to 8.8 billion RMB by 2030 [12]. - The company is well-positioned to benefit from trends such as the aging population and single-person households, with innovative products targeting health-conscious consumers [10][11].

Core Viewpoint - The company Huang Shang Huang announced its plan to acquire a 51% stake in freeze-dried food company Fujian Lixing Food Co., Ltd. for 495 million yuan, aiming to diversify its product offerings and expand into new markets amid declining revenues in its core business [1][11]. Group 1: Acquisition Details - The acquisition of Lixing Food, established in 2006, is part of Huang Shang Huang's strategy to enter the freeze-dried food sector, which includes a wide range of products such as fruits, vegetables, and ready-to-eat meals [2][11]. - Lixing Food has 37 freeze-drying production lines and an annual production capacity of nearly 6,000 tons of various freeze-dried products, making it a leading manufacturer in China [8][9]. - The estimated valuation of Lixing Food is 978 million yuan, with projected revenues of 415 million yuan and 251 million yuan for 2024 and the first half of 2025, respectively [9][11]. Group 2: Financial Performance - Huang Shang Huang's revenue has been declining since 2021, with a 7.19% drop in revenue to 984 million yuan in the first half of 2025, although net profit increased by 26.90% to 77 million yuan during the same period [14]. - The company has seen a net reduction of 762 stores in the first half of 2025, continuing a trend of store closures that has resulted in a total decrease of 1,599 stores since 2021 [14][12]. Group 3: Market Context - The acquisition comes as other major players in the marinated food sector, such as Zhou Hei Ya and Jue Wei Food, are also facing revenue declines and are exploring diversification strategies [15][17]. - The freeze-dried food market is seen as a growth opportunity, aligning with consumer trends towards health and convenience, but challenges remain in expanding retail channels and brand recognition [17].

Core Viewpoint - The company Huang Shang Huang (002695.SZ) continues to face revenue decline, with a 7.19% year-on-year decrease in revenue to 984 million yuan in the first half of 2025, although net profit increased by 26.9% to approximately 76.92 million yuan due to cost control and expense management [2][3]. Group 1: Store Count and Revenue Trends - The company’s store count has decreased significantly, with a net reduction of 762 stores in the first half of 2025, bringing the total to 2,898 stores [3][5]. - Revenue has been declining since 2021, with year-on-year decreases of 4.01%, 16.46%, 1.7%, and 9.44% in subsequent years, culminating in a 7.19% drop in the first half of 2025 [4][5]. Group 2: Cost and Profitability Factors - The decline in raw material prices, particularly for duck products, has led to a 6.55% reduction in operating costs, contributing to a 2.23 percentage point increase in gross margin to 38.61% [3][4]. - The company’s profitability is heavily reliant on the current low raw material prices, which poses a risk if prices rise again, as seen in previous years [3][4]. Group 3: Acquisition Strategy - The company plans to invest 495 million yuan to acquire a 51% stake in Lixing Food, a leading freeze-dried food manufacturer, with performance commitments requiring a cumulative net profit of 264 million yuan over three years [6][7]. - Previous acquisition attempts have faced challenges, and the success of this new acquisition in driving growth remains uncertain [7]. Group 4: Production Capacity Challenges - The company has a processing capacity of nearly 100,000 tons but has struggled with low utilization rates, which were below 30% in the first half of 2025 [9][10]. - Expansion plans are underway, but the shrinking store network complicates the ability to absorb new production capacity, potentially increasing operational burdens [9][10].

Core Viewpoint - The company Huangshanghuang (002695) plans to acquire 51% of Lixing Food for 4.95 billion yuan, which is expected to significantly enhance its net profit [1][2]. Group 1: Acquisition Details - The acquisition involves purchasing shares from multiple shareholders of Lixing Food, with a total transaction price of 4.947 billion yuan [2][4]. - Lixing Food reported a revenue of 415 million yuan and a net profit of 42.22 million yuan for 2024, with a commitment to achieve a cumulative net profit of no less than 264 million yuan from 2025 to 2027 [2][5]. - The transaction is subject to shareholder approval and will be funded through the company's own or self-raised funds [2][6]. Group 2: Financial Impact - After the acquisition, Huangshanghuang will have controlling interest in Lixing Food, which will be consolidated into its financial statements, potentially boosting its performance [4][6]. - In the first half of the year, Huangshanghuang reported a net profit of 76.92 million yuan, while Lixing Food's net profit was 41.88 million yuan, indicating a positive impact on Huangshanghuang's overall financial results [4][6]. Group 3: Company Background and Market Position - Lixing Food, established in 2006, specializes in OEM/ODM processing services and has a diverse product range, including freeze-dried foods, which are popular domestically and internationally [5][7]. - The acquisition is expected to allow Huangshanghuang to leverage Lixing Food's sales channels and market resources, facilitating entry into emerging markets and broadening its consumer base [5][7]. Group 4: Performance Metrics - Lixing Food's financial performance shows growth potential, with a revenue of 251 million yuan and a net profit of 41.88 million yuan in the first half of 2025 [5][6]. - The valuation of Lixing Food's 100% equity is set at 970 million yuan, with a premium of approximately 250% over its net assets as of June 2025 [7]. Group 5: Historical Performance of Huangshanghuang - Huangshanghuang has experienced declining revenues and net profits from 2020 to 2024, with a notable drop in revenue from 24.36 billion yuan in 2020 to 17.39 billion yuan in 2024 [8][9]. - The company reported a recovery in performance in the first half of 2025, with a non-recurring net profit of 68.1 million yuan [8]. Group 6: Market Capitalization - As of August 11, Huangshanghuang's market capitalization stood at 8.918 billion yuan [10].

Core Viewpoint - Delisi has signed a strategic cooperation agreement with Haifusheng and Xinsanhe to enhance collaboration in product supply, market expansion, technology synergy, and the development of freeze-dried pet food, aiming to leverage each other's strengths for mutual growth [1][2]. Group 1: Strategic Cooperation - The cooperation will focus on product supply and procurement, market expansion, technology collaboration, and the development of freeze-dried pet food [1]. - Delisi aims to utilize this partnership to enhance production efficiency, upgrade its product matrix, and expand market boundaries, particularly in the leisure food sector [1][2]. Group 2: Market Potential - The freeze-dried food market is growing, with China's leisure food industry market size increasing from 410 billion yuan in 2010 to 1,165.4 billion yuan in 2022, and projected to reach 1,237.8 billion yuan by 2027 [2]. - Delisi's collaboration is expected to enrich its product system and leverage its expertise in meat processing to gain a competitive edge in the leisure food market [2]. Group 3: Supply Chain and Production - Delisi has a slaughtering capacity of 3 million heads annually and a prepared food capacity of 180,000 tons, which will be prioritized for supply to its partners [3]. - The "dual-priority" supply chain model will stabilize order demand, reduce production costs, and enhance product quality through long-term cooperation [3]. Group 4: Technological Advancements - The partnership will allow Delisi to enhance its product offerings by integrating advanced freeze-drying technology, leading to innovative and differentiated products [3]. - Both parties will establish a communication mechanism for technology and business exchanges, sharing expertise in deep processing, freeze-drying, and food safety management [3]. Group 5: Sales and Market Penetration - Delisi will benefit from Haifusheng's strong online sales performance and mature operational experience, which will help expand its online market presence and brand influence [4]. - The collaboration will also explore the development of freeze-dried pet food, targeting the growing pet food market, which is expected to grow from 15.7 billion yuan in 2012 to 158.5 billion yuan by 2024, with a compound annual growth rate of 21.2% [4].

Core Insights - The 6th China Zhangzhou (Longhai) Food Expo commenced on July 16, with the theme "Delicious Zhangzhou, Fragrant Longhai," spanning 4 days and covering an exhibition area of 48,000 square meters, attracting 359 renowned brand enterprises from both domestic and international markets [1] - The expo features six major exhibition areas, with 164 special exhibition booths and 277 standard booths, covering the entire industry chain including baked goods, snacks, meat products, freeze-dried foods, beverages, fruit and vegetable products, seafood processing, health foods, canned goods, food machinery, packaging design, and raw materials [1] - Since its inception in 2018, the China Zhangzhou (Longhai) Food Expo has become a benchmark event in the industry, with local government emphasizing "technological innovation" to align with the goal of building a modern coastal city [1] Industry Development - The editor-in-chief of China Food News highlighted that the Chinese food industry is at a new historical starting point, emphasizing the importance of developing new productive forces to reshape core competitiveness [2] - Key recommendations include focusing on technological innovation and digital transformation, promoting high-quality development in nutrition, health, and environmental sustainability, and accelerating industrial transformation to create a modern food industry structure [2] - Zhangzhou, recognized as the first "China Food City" in the south, boasts significant achievements in the food processing industry, with 752 large-scale enterprises generating a total output value of 133.8 billion yuan last year and food exports totaling 29.3 billion yuan, ranking first among prefecture-level cities in China [2] Digital Transformation - The launch of the "Long Food Cloud Exhibition" platform during the expo allows 30 quality food enterprises from Longhai to showcase 80 products online, facilitating 24-hour customer acquisition [2] - The expo also introduced offline "factory selection" events, inviting over 100 distributors to select products in advance, resulting in over 1 billion yuan in intended new orders [2]