11月19日，信邦智能发布几则公告，28.56亿元的收购进一步推进。 根据收购报告书修订稿，信邦智能拟通过发行股份及支付现金方式，购买无锡英迪芯微电子科技股份有限公司（下称"英迪芯微"或标的公司）100% 股权。此次收购采用市场法评估结论，收购增值率高达432%。 标的公司28亿元估值所采用的市场法评估结论存疑，标的公司汽车芯片的收入占比超过了94%，而上市公司选择的4家可比公司中有3家公司汽车芯片 收入占比低于17%，另外一家低于37%。2024年12月份的股权转让，对应的标的公司估值仅20亿元。 与同行公司相比，标的公司英迪芯微的研发费用率畸低，不仅最低还显著低于同行公司平均值。此外，标的公司核心产品单价不断降低、产销率不 断降低，去年净利润也大降，能否完成业绩承诺存疑。 炒股就看金麒麟分析师研报，权威，专业，及时，全面，助您挖掘潜力主题机会！ 出品：新浪财经上市公司研究院 作者：IPO再融资组/郑权 上市公司账面资金或将被"掏空" 标的公司估值28亿元是否偏高？ 资料显示，信邦智能主要从事与工业机器人、协作机器人相关的智能化、自动化生产线及成套装备等的设计、研发、制造、集成和销售，下游应用 覆盖汽车、航 ...

Core Viewpoint - The announcement of the bankruptcy liquidation of Guangzhou Xinde New Energy Vehicle Components Co., Ltd., a subsidiary of Xinbang Intelligent, highlights the company's ongoing struggles in the new energy sector and its attempt to pivot through a significant acquisition of Wuxi Yindi Chip Microelectronics Co., Ltd. for 2.856 billion yuan amidst continuous losses in its main business [1][2][4]. Group 1: Bankruptcy and Financial Status - Guangzhou Xinde's bankruptcy liquidation was accepted by the Guangzhou Intermediate People's Court due to its assets being insufficient to cover its debts, with total assets of only 6.51 million yuan against liabilities of 23.1 million yuan, resulting in a net asset deficit of 16.59 million yuan [2]. - The company reported a net loss of 10.38 million yuan in the first half of 2025, indicating severe financial distress [2]. - Xinbang Intelligent aims to improve asset liquidity and optimize resource allocation through this bankruptcy process, as the subsidiary will no longer be included in the consolidated financial statements [2]. Group 2: Acquisition of Yindi Chip - Xinbang Intelligent plans to acquire 100% of Yindi Chip for 2.856 billion yuan, involving 40 transaction parties, while also issuing shares to raise matching funds from up to 35 specific investors [4]. - Yindi Chip specializes in automotive-grade mixed-signal chip development, with cumulative shipments exceeding 350 million units as of October 2025, but it has also reported losses, with revenues of 494 million yuan and 584 million yuan in 2023 and 2024, respectively, alongside significant losses [4][6]. - The acquisition is characterized as a "loss-making company acquiring a loss-making target," raising concerns about the financial viability of this strategic move [4][6]. Group 3: Valuation and Risks - The valuation of Yindi Chip shows a significant premium, with a book value of 526 million yuan and an assessed value of 2.8 billion yuan, resulting in a 432% increase [5]. - The assessment method used has been criticized for selection bias, as comparable companies have varying revenue contributions from automotive-grade chips, potentially inflating Yindi Chip's valuation [6]. - Post-acquisition, Xinbang Intelligent's goodwill could reach 2.149 billion yuan, representing 48.6% of total assets and 73.7% of net assets, posing a risk of substantial goodwill impairment if Yindi Chip's performance does not meet expectations [6]. Group 4: Market Context and Challenges - The automotive chip market in China is projected to reach 90.54 billion yuan in 2024 and 95.07 billion yuan in 2025, accounting for nearly 30% of the global market, driven by supportive government policies [7]. - However, Yindi Chip's operational efficiency is declining, with accounts receivable turnover dropping from 5.85 times per year in 2023 to 3 times in the first four months of 2025, indicating slower collection of customer payments [8]. - Xinbang Intelligent anticipates that post-transaction, it will rank second in revenue among A-share listed automotive-grade analog and mixed-signal chip companies, but faces challenges similar to those of its competitors, including significant losses [8].

Core Viewpoint - Xunbang Intelligent is rapidly entering the automotive chip sector through a merger and acquisition of Wuxi Yindi Chip Microelectronics Technology Co., Ltd. (Yindi Chip) to enhance its business and address declining profitability [1][4]. Group 1: Acquisition Details - The acquisition will be executed through issuing shares, convertible bonds, and cash payments to gain control of Yindi Chip, along with raising supporting funds from no more than 35 specific investors [3]. - Yindi Chip is a leading domestic supplier of automotive-grade mixed-signal chips, with projected revenues of CNY 494 million and CNY 584 million for 2023 and 2024, respectively [1][8]. - The net profit for Yindi Chip is expected to be CNY 2.43 million in 2023 and a loss of CNY 28.99 million in 2024, with adjusted net profits of CNY 62.87 million and CNY 46.41 million, respectively [1][8]. Group 2: Strategic Rationale - The acquisition is part of Xunbang Intelligent's strategy to seek new productivity and achieve industrial upgrades in the automotive chip sector, which has a large scale, rapid growth, and low domestic production rate [4]. - The collaboration is expected to facilitate resource sharing, particularly leveraging Xunbang's established Japanese customer base to penetrate the Japanese automotive chip market [5]. - Yindi Chip has a strong competitive edge in the automotive chip market, having shipped over 250 million chips since its establishment in 2017, with over 90% of its revenue coming from automotive-grade chips by 2024 [4][5]. Group 3: Financial Performance - Xunbang Intelligent has experienced a continuous decline in net profit from CNY 65.06 million in 2022 to CNY 4.95 million in 2024, marking a total decline of approximately 94% compared to 2021 [7][8]. - The company aims to improve asset quality and operational performance through this merger, as it has faced challenges such as increased project costs and reduced orders in the automotive equipment sector [8]. - Yindi Chip's investment in R&D and talent acquisition is expected to strengthen its market position and support high-quality development in the automotive chip field [5][9].

Core Viewpoint - The company, Xinbang Intelligent (301112.SZ), has resumed trading with a significant stock price increase of 19.99%, reaching 37.82 yuan, following the announcement of a major asset acquisition plan involving the purchase of equity in Indichip Microelectronics [2][3]. Group 1: Transaction Details - The company plans to issue shares and convertible bonds, along with cash payments, to acquire the controlling stake in Indichip Microelectronics from 40 counterparties [2][3]. - The final transaction price will be determined based on an evaluation report from a qualified appraisal agency, which is still pending [2][4]. - The company aims to raise funds through a private placement to specific investors, with the total amount not exceeding 100% of the transaction price [3][4]. Group 2: Financial Performance - In Q1 2025, Xinbang Intelligent reported a revenue of 0.94 billion yuan, a year-on-year increase of 26.68%, and a net profit of 0.12 billion yuan, compared to a loss in the previous year [7][8]. - For the year 2024, the company achieved a revenue of 6.66 billion yuan, reflecting a growth of 33.59%, but the net profit decreased by 88.33% to 0.05 billion yuan [9][10]. Group 3: Business Strategy - The transaction is part of the company's strategy to enter the automotive chip sector, which is characterized by rapid growth and low domestic production rates [6]. - The acquisition is expected to enhance the company's asset quality and operational capabilities, aligning with the interests of all shareholders [6][10]. - The company will leverage its experience in mergers and acquisitions to create synergies between its existing industrial automation business and the new automotive chip segment [6].