Core Viewpoint - Guangyunda (光韵达) is seeking cross-border mergers and acquisitions to enter the communication equipment manufacturing sector after reporting its first loss in 14 years. The company plans to acquire 56.03% of Yilian Infinite Technology (亿联无限) for 352 million yuan, down from an initial intention to acquire 100% [2][9]. Financial Performance - Guangyunda reported a decline in net profit from 91.54 million yuan in 2021 to a loss of 27.37 million yuan in 2024, marking a continuous decline in profitability [9]. - Yilian Infinite's net profit dropped from 84.17 million yuan in 2022 to 28.67 million yuan in 2024, reflecting a significant decrease in performance [4][6]. Acquisition Details - The acquisition price for Yilian Infinite was set at 352 million yuan, with an overall valuation of 628 million yuan, which is significantly lower than its previous IPO valuation of 1.47 billion yuan [3][4]. - The decision to reduce the acquisition stake from 100% to 56.03% was made to lower financial costs and mitigate operational uncertainties associated with Yilian Infinite's declining performance [2][8]. Risks and Challenges - Yilian Infinite faces multiple risks, including a significant drop in performance post-IPO withdrawal and issues related to a second shareholder's legal troubles [7][8]. - The company also has to deal with potential financial penalties related to a land purchase that was intended for IPO fundraising but is now under negotiation for termination [7][8]. Strategic Intent - Guangyunda aims to leverage the acquisition to expand its presence in the electronic manufacturing supply chain and explore new profit growth opportunities in overseas markets [9]. - The company has previously engaged in two cross-border acquisitions, but the performance of those subsidiaries has not met expectations, indicating challenges in integrating new businesses [10].

Group 1 - The core point of the article highlights that Guangyun Da is attempting to enter the telecommunications equipment market by acquiring a controlling stake in Yilian Infinite, a company that has experienced a significant decline in performance after a failed IPO [1][2] - Guangyun Da plans to acquire 56.0299% of Yilian Infinite for 352 million yuan, with the total equity value of Yilian Infinite being 629 million yuan, reflecting a 290.56% increase over its book net assets [1][2] - Yilian Infinite's performance has drastically declined post-IPO failure, with 2024 revenue at 527 million yuan and net profit at 28.75 million yuan, which is only 34% of its 2022 net profit [1][2] Group 2 - Guangyun Da's main business revolves around laser technology, providing manufacturing services and smart manufacturing solutions for various industries, but it has faced continuous profit decline over the past three years [2] - The company's net profits for 2022, 2023, and 2024 were 80.07 million yuan, 56.82 million yuan, and -27.37 million yuan respectively, indicating a consistent downward trend [2] - Guangyun Da aims to leverage this acquisition to integrate its smart device manufacturing business within the electronic manufacturing supply chain and expand into overseas markets, seeking new profit growth points [3]

Transaction Overview - The company plans to acquire 56.0299% equity of Shenzhen Yilian Infinite Technology Co., Ltd. for cash, with a total valuation of 628 million RMB [1][2] - The acquisition will grant the company control over Yilian Infinite, which will be included in the company's consolidated financial statements after completion [1][2] - The transaction requires approval from the company's shareholders' meeting due to the significant net profit of Yilian Infinite exceeding 50% of the company's audited net profit for the last fiscal year [2] Transaction Parties - The seller of the equity is Chen Zheng, who has no direct or indirect shareholding in the company and is not associated with any major stakeholders [2][4] - The other party involved is Shenzhen Boyuan Zhili Management Consulting Partnership (Limited Partnership), which also has no direct or indirect shareholding in the company [4] Target Company Information - Shenzhen Yilian Infinite Technology Co., Ltd. was established on September 10, 2012, with a registered capital of 41.2876 million RMB [3][5] - The company specializes in the research, development, production, and sales of broadband access equipment and wireless network devices [14] - As of April 30, 2025, Yilian Infinite reported total assets of 307.99 million RMB and a net profit of 9.7977 million RMB for the first four months of 2025 [11][12] Financial Assessment - The total equity value of Yilian Infinite was assessed at 628.8346 million RMB, with a significant increase in net asset value compared to its book value [12][13] - The asset-based valuation indicated a total asset value of 360.86 million RMB, with a net asset value of 161.01 million RMB [13] - The revenue method assessment showed a substantial increase in equity value, reflecting a 290.56% increase over the book net asset value [13][14] Transaction Agreement Details - The transaction price was negotiated based on the assessed value, with the cash payment structured to be completed within 60 working days after the agreement takes effect [17][18] - The agreement includes provisions for the transfer of equity and the management of the target company's operational assets post-acquisition [18]

Investment Rating - The report does not explicitly state an investment rating for the company Core Insights - The company, Guangyun Da, has experienced a continuous decline in performance since 2020, culminating in a net loss of 48 million in 2024, with a further 352% year-on-year drop in net profit in Q1 2025 [2][3] - The recent change in control of the company involved a significant share transfer at a premium price, raising questions about the motivations behind the transaction and the future direction of the company [8][10] - The new management team lacks experience in the laser industry, raising concerns about their ability to navigate the company's challenges and competitive landscape [18][56] Summary by Sections Company Overview - Guangyun Da is the first publicly listed laser application company in China, focusing on electronic and aerospace manufacturing, with core businesses including 3D printing and precision laser drilling [2] Financial Performance - The company has seen a decline in revenue since 2021, with a significant increase in accounts receivable and cash turnover days reaching 280 days in 2024 [21][24] - Despite a growing revenue trend since 2019, profitability has been a major issue, leading to a net loss in 2024 [19][21] Recent Developments - The company announced plans to acquire 100% of Yilian Unlimited for up to 650 million, despite its own financial struggles [28] - The acquisition is seen as a way to enter the network communication equipment market and expand overseas, but it raises concerns about the financial burden on Guangyun Da [30][32] Shareholder Changes - The original controlling shareholders transferred their control to Junfei Investment, with a significant share transfer at a 62.5% premium, indicating a strategic shift [8][10] - The new management team, led by Zeng Sanlin and Cheng Fei, has taken over, but their lack of industry experience is a point of concern [12][18] Market Position - The report highlights that Guangyun Da's market share in the global market is only 2%, with a heavy reliance on a few major clients, which poses risks to its growth potential [43] - The company is attempting to pivot towards new markets, particularly in countries involved in the Belt and Road Initiative, but faces significant competition and market fragmentation [42]

Core Viewpoint - The article discusses the recent changes in the management and ownership of Guangyun Da, highlighting the company's financial struggles and the implications of its capital operations, including high-premium acquisitions and low-priced private placements [1][6][7]. Company Overview - Guangyun Da (300227.SZ) is the first listed company in China's laser application industry, focusing on products and services in electronic and aerospace manufacturing, including 3D printing and precision laser drilling [3]. - The company has experienced a continuous decline in performance since 2020, with a projected loss of 48 million in net profit for 2024 [4][5]. Financial Performance - The company's net profit has shown a significant downward trend, with a 352% year-on-year decline in the first quarter of 2025 [5][10]. - From 2019 to 2024, the company's net profit decreased from 72.1 million to -27.4 million, indicating a severe financial downturn [10]. Ownership Change - In September 2024, the original controlling shareholders transferred 5.2% of their shares to Junfei Investment for 230 million, representing a 62.5% premium over the previous day's closing price [11][14]. - Following the ownership change, the new management team, led by Zeng Sanlin and Cheng Fei, lacks experience in the laser industry, raising concerns about their ability to navigate the company's challenges [21][24]. Capital Operations - The company is planning to acquire Yilian Unlimited for up to 650 million, despite its own financial difficulties, which raises questions about the rationale behind such a high-value acquisition [36][71]. - Yilian Unlimited's previous IPO attempt failed, and the acquisition is seen as a way for Guangyun Da to quickly gain market presence in the network communication equipment sector [40][64]. Market Position and Risks - Yilian Unlimited has shown significant revenue growth, but its market share remains low at 2%, and it heavily relies on a few major clients, which poses risks [52][57]. - The article suggests that Guangyun Da's strategy appears to prioritize capital expansion over strengthening its core business, which could lead to increased financial strain and operational challenges [70][71].

光韵达（300227.SZ）昨晚发布公告，称拟以现金方式收购深圳市亿联无限科技股份有限公司（以下简称"亿联无限"）100%的股份，对价不超过6.5亿元。 值得注意的是，近一个月前光韵达刚刚发布其2024年业绩报告，因为对商誉、应收账款等进行计提减值等原因，期内公司扣非归母净利润亏损4810.71万 元，为上市以来首次亏损。与此同时，由于行业竞争加剧，光韵达的毛利率和净利润持续下滑。 | 公司全称 | 深圳市亿联无限科技股份有限公司 | 公司简称 | | --- | --- | --- | | 受理日期 | 2023-06-28 | 更新日期 | | 审核状态 | 终止(撤回) | 预计融资金额(亿元 | | 保荐机构 | 国金证券股份有限公司 | 保荐代表人 | | 会计师事务所 | 大华会计师事务所（特殊普通合伙） | 签字会计师 | | 律师事务所 | 北京国枫律师事务所 | 签字律师 | | 评估机构 | 北京中林资产评估有限公司 | 签字评估师 | 公开资料显示，亿联无限主要从事宽带接入设备、无线网络设备等网络终端设备的研发、生产和销售的高新技术企业，主要产品为光网络终端（ONT）、 无线路由器、DS ...