8月7日开盘，狮头股份高开后快速跳水，至记者发稿时股价逼近跌停。 【导读】狮头股份跨界收购利珀科技报告书公布，标的资产高增长或变负增长 8月6日晚，发布收购利珀科技预案五个月之久的狮头股份，发布了正式的收购报告书，两版方案对比有不小变化。 首先是收购利珀科技的比例从此前的100%变为最新的97.4399%，原因竟是作为利珀科技创始人、实际控制人的王旭龙琦，此前受让利珀科技股份时有 22.65万元出资额（占利珀科技当前总股本的2.5601%）所对应的股份转让价款还未支付。 其次，利珀科技的财务数据在经过审计后出现了较大下滑，如其2024年的净利润从预案公布的4327万元下降到最新的3501万元，"挤水分"近20%。这样， 对应利珀科技此次收购整体估值6.798亿元，收购市盈率达到了19.42倍。 而利珀科技的资产质量又是怎样的呢？抛开定性分析，从财务数据看非常一般：高负债、高存货、2024年净利润可能出现下降。 截至2023年末、2024年末及今年5月末，利珀科技的资产负债率分别为83.8%、74.92%、71.21%；今年前5个月公司营业收入为1.23亿元，而截至5月末的存 货高达2.2亿元；公司2024年净 ...

Core Viewpoint - Lionhead Co., Ltd. has announced a significant change in its acquisition plan for Lipu Technology, reducing the acquisition stake from 100% to 97.4399% due to unpaid share transfer payments by the founder [2][8]. The financial performance of Lipu Technology has also shown a notable decline, with the projected net profit for 2024 revised down from 43.27 million to 35.01 million, indicating a nearly 20% reduction [2][12]. Financial Performance - As of the end of 2023, Lipu Technology's asset-liability ratios were 83.8%, 74.92%, and 71.21% for the years 2023, 2024, and May 2025 respectively [3]. The company's revenue for the first five months of this year was 123 million, while its inventory reached 220 million, indicating a high inventory turnover issue [3][12]. - The net profit for Lipu Technology is projected at 35.01 million for 2024, with a performance commitment for 2025 set at "not less than 33 million," suggesting potential negative growth [12][13]. Acquisition Details - The acquisition involves purchasing 97.4399% of Lipu Technology's shares from 14 parties, with a total valuation of 679.8 million yuan, resulting in a price-to-earnings ratio of 19.42 [2][8]. The share issuance price for the new shares is set at 6.69 yuan, which is approximately 47% lower than the closing price on August 6 [8][12]. - The acquisition is structured with differentiated pricing for various transaction parties, with valuations ranging significantly, indicating a complex pricing strategy [18]. Strategic Intent - Lionhead Co., Ltd. aims to transform its business model by entering the machine vision sector through this acquisition, seeking to create a second growth curve and enhance its profitability [11][12]. However, the financial health of Lipu Technology raises concerns about the sustainability of this strategy given its high debt and inventory levels [10][12].

Core Viewpoint - The transaction involves the acquisition of 97.4399% of shares in Lipo Technology by Lionhead Technology through a combination of issuing shares and cash payment, with the independent financial advisor confirming the compliance with regulatory guidelines [1][2]. Industry and Company Summary - The main business of Lipo Technology focuses on the research, development, production, and sales of machine vision-related technology products, classified under "C35 Specialized Equipment Manufacturing" in the national economic industry classification [1]. - The independent financial advisor concluded that the industry involved in this transaction does not fall under the categories specified by the China Securities Regulatory Commission (CSRC) for urgent integration and transformation [2]. - The transaction type does not represent a merger within the same industry or upstream/downstream acquisition, as Lionhead Technology primarily operates in e-commerce services, while Lipo Technology serves various emerging manufacturing sectors [2][3]. - The transaction does not constitute a restructuring listing as there has been no change in the controlling shareholder or actual controller within the last thirty-six months [2][3]. - The transaction involves the issuance of shares as part of the acquisition process [3]. - As of the date of the independent financial advisor's opinion, Lionhead Technology is not under investigation by the CSRC [4].