Everyday Economic Reporter: Wu Zepeng Everyday Economic Editor: Zhang Yiming

On the morning of November 19, after the market opened, TYM (301178.SZ, stock price 56.37 yuan, market value 3.768 billion yuan) once fell more than 10%, closing down 9.52% in the afternoon. The company updated the progress of its acquisition the previous evening: it plans to acquire 98.56% of Guangdong Xingyun Kaiwu Technology Co., Ltd. (hereinafter referred to as Xingyun Kaiwu) for 1.189 billion yuan, with a target valuation of 1.21 billion yuan, resulting in an appreciation rate of 649.77%.

According to the acquisition draft, TYM will pay 582 million yuan and 606 million yuan in cash and stock issuance, respectively. At the same time, TYM plans to issue shares to one of its actual controllers, Ma Xuepei, to raise supporting funds not exceeding 155 million yuan.

The reporter from the Daily Economic News noted that in terms of stock issuance pricing, the issuance price for Ma Xuepei is 32.74 yuan/share, while the issuance price for the transaction counterparty is 26.76 yuan/share. However, on November 18, TYM's closing stock price was 62.30 yuan/share, showing a significant difference.

In addition, the reporter also noted that according to TYM's third-quarter report, as of September 30, TYM had cash and cash equivalents of 331 million yuan. Even with the funds raised from the supporting private placement, its cash on hand would still be insufficient to directly cover the cash acquisition portion. At the same time, TYM also has 126 million yuan in short-term loans and 215 million yuan in long-term loans.

"Small eats big," "Issuing shares + cash payment" acquisition

TYM's acquisition has a "small eats big" implication: financial data shows that in 2024, Xingyun Kaiwu is expected to achieve revenue of 447 million yuan, while TYM's revenue for the same year is only 224 million yuan, which is only about half of Xingyun Kaiwu's. Moreover, the net asset value of Xingyun Kaiwu (whichever is higher compared to the transaction amount) accounts for 156.74% of the corresponding indicator of the listed company.

According to the asset appraisal report issued by Jinzheng, the value assessed using the income method serves as the final result, with June 30 as the assessment reference date. After auditing, the book value of Xingyun Kaiwu's net assets attributable to the parent company is 161 million yuan, with an assessed value of 1.21 billion yuan, an appraisal appreciation of 1.049 billion yuan, and an appreciation rate of 649.77%.

Faced with such a large-scale acquisition target, TYM has proposed a plan of issuing shares + cash payment and plans to issue shares to one of the actual controllers of the listed company, Ma Xuepei, to raise supporting funds not exceeding 155 million yuan.

This also means that this acquisition involves issuing shares. The reporter noted that TYM currently has a total share capital of 66.8528 million shares, and the acquisition will issue 21.7626 million shares, with the supporting funds raising not exceeding 4.7343 million shares. Therefore, after the transaction is completed, TYM's total share capital is expected to be 93.3497 million shares, representing a significant increase in capital.

However, it should be noted that since April of this year, TYM's stock price has seen a significant increase. In early April, TYM's stock price hovered around 27 yuan/share, with a minimum of only 24.81 yuan/share, but from April to October, the stock price doubled, with the highest stock price occurring on September 22 Reaching 73.53 yuan/share. Since November, TYM's stock price has also fluctuated around 60 yuan/share.

As a result, from the perspective of stock price alone, TYM's planned stock issuance price is significantly lower than its current stock price. According to the acquisition proposal, the issuance price for shares issued to the shareholders of Xingyun Kaiwu is set at 26.76 yuan/share (not less than 80% of the average trading price of the company's stock over the 120 trading days prior to the pricing benchmark date), while the issuance price for the private placement to Ma Xuepei is 32.74 yuan/share (not less than 80% of the average trading price of the company's stock over the 20 trading days prior to the pricing benchmark date).

In response, TYM stated during an interview with the Daily Economic News that according to the "Measures for the Administration of Major Asset Restructuring," the issuance price for shares issued by listed companies to purchase assets must not be lower than 80% of the market reference price. Additionally, stock price fluctuations are influenced by various factors such as macro policies, industry cycles, and market sentiment.

Continuous Decline in Performance, "Listing at Its Peak"

Behind the proposed acquisition, TYM went public at the end of 2021, reaching its peak performance that year, followed by a continuous decline in revenue and net profit. The Daily Economic News found that TYM's operating revenue in 2021 was 467 million yuan, with a net profit attributable to the parent company of 55.6571 million yuan, but by 2024, its operating revenue had dropped to only 224 million yuan, and the net profit attributable to the parent company had incurred a loss of 49.5528 million yuan. In the first three quarters of this year, TYM's performance improved somewhat, with revenue of 228 million yuan and a net profit attributable to the parent company of 4.19 million yuan.

Therefore, TYM also stated that this transaction is beneficial for enhancing the sustainable development capability and profitability of the listed company—if the acquisition is completed, Xingyun Kaiwu will become a controlling subsidiary of the listed company, which will see significant improvements in total assets, equity attributable to the parent company, operating revenue, and net profit attributable to the parent company compared to before the transaction.

In terms of specific business, Xingyun Kaiwu is a provider of digital services for intelligent self-service devices, focusing on providing integrated solutions of "IoT intelligent hardware + SaaS cloud platform," aiming to achieve digital upgrades in the self-service device industry. TYM focuses on the digital construction of smart cities in areas such as smart government, smart education, and smart healthcare. TYM stated that through this transaction, the company and the target will generate complementary and synergistic effects in terms of industrial chain layout, technology research and development, market expansion, and product iteration.

The reporter noted that for this transaction, the performance commitment made by the performance commitment party is that Xingyun Kaiwu's net profit from 2025 to 2027 will not be less than 90 million yuan, 95 million yuan, and 105 million yuan, respectively. In contrast, TYM has only achieved a total net profit attributable to the parent company of over 52 million yuan in its four years since listing, and even without considering the significant loss in 2024, the remaining three years' net profit totals only slightly over 100 million yuan.

In addition, the reporter found that as of the end of September this year, TYM had only 331 million yuan in cash, with other major current assets being accounts receivable and inventory. Even with the additional 155 million yuan from the private placement, the cash would still be less than 500 million yuan. However, in terms of liabilities, as of the end of September, TYM had 126 million yuan in short-term loans and over 64 million yuan in non-current liabilities due within one year According to the draft, the cash payment amount from TYM exceeds 600 million yuan, which also means that in order to acquire Xingyun Kaiwu, TYM faces considerable financial pressure. In response to a reporter's interview, the company stated that it will resolve the funding source through its own funds and self-raised funds.

Daily Economic News