此次交易增值率高达1687.42%，引发市场广泛关注和监管问询。 高溢价收购 罗曼股份近日因跨界收购计划收到上交所监管工作函，要求公司就收购武桐高新股权事项进行说明。该 公司拟以1.96亿元现金收购上海武桐树高新技术有限公司39.2308%的股权，使这家成立仅20个月的企业 估值达到5.13亿元。 商誉减值风险同样值得关注。本次收购将在公司合并资产负债表中形成较大金额商誉，若标的公司未来 经营出现不利变化，商誉存在减值风险，将直接冲击上市公司利润。 业绩承诺实现风险亦不容忽视。标的公司业务规模相对较小，市场份额较低，若未来发生宏观经济波 动、产业政策变化或市场竞争环境改变，可能无法实现预期收益。 担保方履约能力存疑。业绩补偿承诺方上海八荒成立于2025年7月29日，各合伙人尚未完成实缴出资， 其业绩补偿能力存在不确定性。 罗曼股份近年跨界动作频频，从元宇宙到新能源，再到如今的智算中心。 此次交易设计复杂，涉及"业绩对赌+股份质押"结构。武桐科技关联方以1.83亿元受让罗曼股份5.04%股 权，并质押给实控人孙建鸣作为业绩补偿担保。 罗曼股份主营景观照明业务，而标的公司武桐高新主要从事AIDC算力基础设施集成服 ...

Core Viewpoint - Roman Holdings is acquiring a 39.23% stake in Wutong High-tech, which is involved in computing power solutions, with a profit guarantee of 400 million yuan from 2025 to 2027 [1][4][7] Group 1: Acquisition Details - The acquisition agreement involves Roman Holdings, Wutong Technology, and Wutong High-tech, with the controlling shareholder being Sun Jianming [4] - After the transaction, Roman Holdings will become the largest shareholder of Wutong High-tech, which will be included in its consolidated financial statements [4][8] - Shanghai Bahuang will acquire 5.0455% of Roman Holdings' shares for 183 million yuan, becoming a significant shareholder [6] Group 2: Performance Guarantees - A performance compensation clause is included, requiring Wutong High-tech to achieve a cumulative net profit of no less than 400 million yuan from 2025 to 2027 [7] - If the profit target is not met, Wutong Technology and Shanghai Bahuang will be jointly liable for cash compensation, with Sun Jianming and Luo Jing Investment responsible for any shortfall [7] Group 3: Company Background - Wutong High-tech, established in December 2023, is still in its early development stage and has not yet achieved significant revenue [9][11] - Roman Holdings primarily focuses on landscape lighting and related services, indicating a diversification into a new industry with this acquisition [9] Group 4: Financial Performance - In 2024, Roman Holdings reported revenue of 688 million yuan, a year-on-year increase of 12.7%, but incurred a net loss of 34.84 million yuan [12] - For Q1 2025, the company achieved revenue of 180 million yuan, a 49.44% increase year-on-year, but net profit decreased by 20.68% [12]

【导读】罗曼股份拟以现金收购武桐树高新39.23%股权 8月5日，罗曼股份（605289）发布公告称，公司拟以现金方式收购武桐高新的39.23%的股权，交易对价上限为2亿元。 主营景观照明的罗曼股份并购跨界算力，此次收购附带2025—2027年累计4亿元的净利润对赌协议，而武桐高新成立不到两年，目前尚未形成规模化收 入。 公告称，罗曼股份于近日与武桐科技、武桐高新、公司控股股东、实际控制人孙建鸣及其一致行动人罗景投资、上海八荒签订了《关于上海武桐树高新技 术有限公司之控股权收购框架协议》。 罗曼股份拟使用自有或自筹资金，收购武桐科技持有的武桐高新39.23%的股权。本次交易完成后，罗曼股份将成为标的公司第一大股东，实控人变更为 孙建鸣、孙凯君（罗景投资的实控人），标的公司将纳入公司合并报表范围，成为公司控股子公司。 此外，上海八荒基于对公司的认可，同时为绑定标的公司的经营管理层及核心人员达成业绩承诺，与孙建鸣及其一致行动人罗景投资签订协议，以33.21 元/股受让罗曼股份550万股（占总股本5.0455%），总价为1.83亿元。交易完成后，上海八荒将成为公司持股5%以上股东。 本次标的公司股权转让方武桐科技与 ...

Core Viewpoint - The article highlights the transformation and strategic expansion of Roman Holdings under the leadership of Sun Kaijun, emphasizing the company's evolution from a traditional lighting business to a technology-driven cultural enterprise that integrates urban lighting, smart energy, and digital entertainment [3][4][6]. Strategic Restructuring and Collaborative Development - In 2024, Roman Holdings introduced a strategy termed "one core, two wings, three segments," focusing on landscape lighting as the core, with technology and creativity as the wings, driving the collaborative development of three segments: landscape lighting, smart energy, and digital entertainment [4][5]. - The company has established itself as a leader in the urban landscape lighting industry, holding multiple invention patents and possessing a first-mover advantage in urban night scene planning and smart management services [4][5]. - The expansion into digital entertainment is driven by the demand for enriched content in illuminated urban spaces, reflecting a shift from construction to multi-dimensional operations [4][5]. Technological Layout - Roman Holdings adheres to a principle of "not blindly following" trends in technology, focusing on emotional connections through AI developments, such as personalized art exhibitions [5]. - The smart energy segment responds to the "dual carbon" goals, aiming for green energy supply and efficient energy management through its proprietary platform [5]. International Expansion - In 2024, Roman Holdings acquired 85% of the UK-based theme park design company Horowitz, marking a significant step in its global business operations within the digital entertainment sector [6]. - The acquisition is seen as a strategic move to tap into the potential of domestic cultural tourism and to facilitate the international expansion of its traditional lighting business [6]. Market Insights and Future Outlook - Sun Kaijun identifies the Middle East and Southeast Asia as key growth markets, driven by demographic advantages and increasing demand for entertainment facilities [7]. - The company aims to enhance its creative and technological integration, focusing on immersive experiences and solidifying its market position [7][8]. Company Evolution and Legacy - Since 2010, Roman Holdings has undergone three critical transformations, evolving from a pure engineering firm to a technology and culture-oriented enterprise [8]. - The company is committed to upgrading from "Made in China" to "China Standards," participating in the formulation of lighting engineering standards [8].

Summary of Roman Co. Conference Call Company Overview - Roman Co. reported a 49% year-on-year revenue growth in Q1 2025, reaching 180 million yuan, driven by significant growth in the cultural tourism and digital energy sectors, while landscape lighting experienced a slight decline due to government payment issues. The company expects balanced development across its three main business segments throughout the year [2][3][5]. Financial Performance - In 2024, Roman Co. achieved a total revenue of 688 million yuan, a 12% increase year-on-year. The cultural tourism segment saw remarkable growth, nearly doubling to 137 million yuan, while the digital energy segment grew nearly tenfold to 125 million yuan. The landscape lighting segment faced a decline due to delayed government payments, leading to increased bad debt provisions [3][5]. - By the end of 2024, the net accounts receivable stood at approximately 700 million yuan, with measures in place to improve collection and reduce bad debts by year-end [2][5]. Industry Dynamics - The government has shifted its focus from merely "lighting cities" to "creating experiences," aiming to enhance tourist spending and stimulate the economy. This aligns with Roman Co.'s digital tourism segment, which has received positive feedback from local governments [6][20]. - The company is actively responding to national carbon neutrality policies by integrating renewable energy with urban landscape lighting, having recently won a 100 MW energy project, reflecting a growing demand for renewable energy solutions [7][8]. International Expansion - Roman Co. anticipates that overseas revenue will double by 2025 compared to 2023, with major clients including Universal, Netflix, and Disney. The company has received significant orders, including a $30 million contract for ten experiential projects in Orlando [9][10]. - The company plans to collaborate with Honeywell to expand its traditional businesses, such as landscape lighting and BIPV, into international markets, enhancing its global market share and technological innovation [11][12]. Technological Advancements - The establishment of a digital technology company aims to deepen AI product development, focusing on applications in landscape inspections and cultural tourism project updates. The company is also exploring immersive experience projects through investment and operational models [4][13][14]. - Advanced technologies like HoloTrack and DeepSmart are being utilized to enhance user interaction in immersive experiences, with applications in various projects, including the 360 Golf project [16][18]. Market Trends and Challenges - The company is prioritizing projects in first- and second-tier cities due to local government funding pressures, ensuring timely payment collection. The focus has shifted from high-margin projects in lower-tier cities to more stable revenue streams in higher-tier cities [20][21]. - The domestic immersive experience market shows strong demand, but lacks large-scale theme parks. The company is in discussions with notable suppliers to meet the evolving needs of new-generation tourists [22][23]. Conclusion - Roman Co. is strategically positioned for growth through diversification into digital energy and cultural tourism, international expansion, and technological innovation. The company is navigating challenges related to government payments and market competition while capitalizing on emerging trends in immersive experiences and renewable energy.