The bigger the waves, the more expensive the fish?

On the evening of November 18, TYM announced that the company plans to acquire 98.5632% equity of Guangdong Xingyun Kaiwu Technology Co., Ltd. (hereinafter referred to as "Xingyun Kaiwu") through issuing shares and paying cash to one of its actual controllers, Ma Xuepei, and raise matching funds.

The announcement stated that Xingyun Kaiwu is a provider of digital services for intelligent self-service equipment, focusing on providing integrated solutions of "IoT intelligent hardware + SaaS cloud platform," dedicated to achieving digital upgrades in the self-service equipment industry.

TYM indicated 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, and the listed company will see significant improvements in total assets, equity attributable to the parent company, operating income, and net profit attributable to the parent company compared to before the transaction.

TYM anticipates that through this transaction, the company and Xingyun Kaiwu will generate complementary and synergistic effects in aspects such as industrial chain layout, technological research and development, market expansion, and product iteration.

On one hand, the company will further expand its business in the field of digital services for intelligent self-service equipment, achieving a deep layout around information technology services and forming a dual-driven development model; on the other hand, the company will enhance its research and development capabilities in digital services for intelligent self-service equipment, continuously optimize its industrial chain layout, and expand more application scenarios.

As of the assessment benchmark date, the 100% equity of Xingyun Kaiwu is valued at 1.21 billion yuan, with an appreciation rate of 649.77%. After negotiations among the parties involved in the transaction, the overall transaction price for 98.5632% equity of Xingyun Kaiwu is 1.189 billion yuan, corresponding to a transaction price of 1.206 billion yuan for all shareholder equity of the target assets.

On the surface, this transaction appears to be an industrial integration, but at its core, it is a strategic breakthrough initiated by a listed company seeking survival

Backed by Tencent, Xingyun Kaiwu

Many investors are optimistic about this merger and acquisition transaction, primarily due to the target of the acquisition—Xingyun Kaiwu.

From a financial perspective, Xingyun Kaiwu is indeed a quality target.

Xingyun Kaiwu was founded in October 2015, originally named Shenzhen Leyao Information Technology Co., Ltd.

On January 13, 2017, Leyao completed its third round of financing, during which Guangfa Xinde Kewen acquired a 19.48% stake through subscribing to new capital and purchasing old shares. Behind Guangfa Xinde Kewen is the Guangdong State-owned Assets Supervision and Administration Commission.

In January 2020, Leyao completed its ninth round of financing, with Linzhi Lixin subscribing RMB 100 million for a registered capital of 1.212856 million, holding a 10% stake.

Linzhi Lixin may seem unremarkable, but it is backed by a well-known business tycoon—Pony Ma. In other words, Xingyun Kaiwu is backed by Tencent.

With the support of state-owned assets and Tencent, Leyao has entered a fast track of development.

On June 28, 2022, Leyao was renamed Guangdong Xingyun Kaiwu Technology Co., Ltd.

In 2023, Xingyun Kaiwu achieved revenue of 385 million, in 2024 it achieved revenue of 447 million, and in the first half of 2025 it achieved revenue of 247 million.

In terms of operating costs, it was 153 million in 2023, 165 million in 2024, and 94 million in the first half of 2025.

Operating profit was 232 million in 2023, 282 million in 2024, and 153 million in the first half of 2025.

In 2024, there was a significant change in the equity structure of Xingyun Kaiwu, with multiple capital reductions. Linzhi Lixin exited through capital reduction, lowering its stake to 4.98%. Data shows that Linzhi Lixin's exit was negotiated with the investment institution to recover the cost + certain interest.

Struggling Tianyi Ma

If Xingyun Kaiwu is indeed a quality target, then Tianyi Ma is hard to be considered a quality investor.

According to data, Guangdong Tianyi Ma Information Industry Co., Ltd. was founded in 1998 and went public in November 2021. The company's main business includes information system integration services, software development and technical services, information equipment sales, and information system operation and maintenance services TYM went public at the end of 2021, reaching its peak performance that year, followed by a continuous decline in revenue and net profit. TYM's operating revenue in 2021 was 467 million yuan, and the net profit attributable to the parent company reached 55.6571 million yuan. However, by 2024, its operating revenue had dropped to 224 million yuan, with a net profit attributable to the parent company showing a loss of 49.5528 million yuan. In the first three quarters of this year, TYM's revenue was 228 million yuan, and the net profit attributable to the parent company was 4.19 million yuan.

In comparison, as a capital provider, TYM's profitability is far inferior to that of the acquired company, Xingyun Kaiwu.

For this transaction, Xingyun Kaiwu's performance commitment is that the net profits achieved from 2025 to 2027 will not be less than 90 million yuan, 95 million yuan, and 105 million yuan, respectively.

Comparing with the disclosed performance of Xingyun Kaiwu, this performance commitment is relatively conservative, and the completion difficulty should not be high.

Moreover, TYM not only has poor performance but also lacks cash. According to the third quarterly report, TYM currently has monetary funds of 330 million yuan, with a cash and cash equivalents balance of 210 million yuan at the end of the period.

This amount of money is clearly insufficient to support TYM in this acquisition case totaling 1.206 billion yuan.

Therefore, TYM simultaneously proposed a fundraising plan, intending to issue shares to one of its actual controllers, Ma Xuepei, to raise supporting funds not exceeding 155 million yuan.

Of course, this is still not enough to cover even the smallest portion, so this acquisition chose a cash + shares method, with 606 million yuan in cash and shares valued at 582 million yuan.

Regarding the pricing of the shares, there is one point worth discussing.

The announcement disclosed that the stock price for the raised funds must not be lower than 80% of the average trading price over the 20 trading days prior to the pricing benchmark date. However, since the pricing benchmark date in June, the company's stock price has significantly increased by about 39%. Currently, the pricing of 32.74 yuan per share is only about half of the closing price of 62.30 yuan per share on the announcement date.

In addition, the shares issued to Xingyun Kaiwu's shareholders are priced at 26.76 yuan per share, which is not lower than 80% of the average trading price of the listed company's stock over the 120 trading days prior to the pricing benchmark date.

Therefore, whether the pricing of the related shares is fair is worth paying attention to.

Furthermore, even with the 155 million yuan from the private placement, TYM's cash on hand is still insufficient to acquire Xingyun Kaiwu. According to media reports, TYM stated that it would resolve the funding source through its own funds and self-raised funds.

When a company finances its actual controller at a price far below the market price to acquire an asset with a valuation premium of up to 6.5 times, all questions about "where the money comes from and where the interests go" become crucial.

Conclusion

For TYM, which is under operational pressure, acquiring the rapidly growing Xingyun Kaiwu is a "quick remedy" to reverse its performance decline and seek a second growth curve. If successful integration occurs, TYM will gain valuable support from the Tencent ecosystem, mature IoT and SaaS technologies, and a stable source of profits, thereby realizing its "dual-drive" blueprint.

However, beneath the glamour lies hidden risks. Whether performance can be delivered, whether funds can be secured, and whether the discounted private placement is fair are all worth examining.

Ultimately, whether this transaction can move from paper-based synergies to real performance growth remains to be seen over time.

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