"Dianman Finance" Dianman Number/Written

Recently, Guangdong TYM Information Industry Co., Ltd. (hereinafter referred to as TYM) officially disclosed the draft for acquiring 98.5632% equity of Guangdong Xingyun Kaiwu Technology Co., Ltd. (hereinafter referred to as Xingyun Kaiwu).

According to the acquisition draft, TYM's acquisition this time adopts a combination of issuing shares and cash payment, with a total transaction price of 1.189 billion yuan, of which the share price is 582 million yuan and the cash price is 606 million yuan. To pay the cash consideration for the transaction and related expenses, TYM also plans to issue shares to one of the actual controllers, Ma Xuepei, to raise supporting funds not exceeding 155 million yuan. In this transaction, TYM will issue an additional 21.7626 million shares to pay for the share consideration, with an issue price of 26.76 yuan/share; the supporting financing will issue no more than 4.7343 million shares, with an issue price of 32.74 yuan/share. A major controversy facing this merger and acquisition is the high premium. As of the assessment benchmark date, the 100% equity of Xingyun Kaiwu was valued at 1.21 billion yuan, with a value-added rate as high as 649.77%.

TYM is committed to integrating and applying new generation information technologies such as the Internet of Things, big data, cloud computing, GIS, and artificial intelligence, to provide customers with integrated information technology solutions for overall project planning, program design, software development, project implementation, and operation and maintenance services. The company's business can be divided into information system integration services, software development and technical services, information equipment sales, information system operation and maintenance services, and computing power services.

On November 12, 2021, TYM was listed on the Growth Enterprise Market, but in the following year, its performance began to "turn around." From 2022 to 2023, TYM's operating revenue was 439 million yuan and 410 million yuan, respectively, with net profit attributable to the parent company of 39.5627 million yuan and 6.389 million yuan, respectively; in 2024, the revenue scale dropped to 224 million yuan, and the net profit attributable to the parent company turned into a loss of -49.5528 million yuan.

TYM Tong stated in the announcement that the target company is a digital service provider for smart self-service devices, focusing on providing integrated solutions of "IoT smart hardware + SaaS cloud platform," dedicated to achieving the digital upgrade of the self-service device industry. Since its establishment in 2015, the target company has adhered to the long-term vision of "building a platform for tens of millions of smart devices" and the corporate mission of "making devices smarter and life better," becoming a leading service provider of IoT hardware and software for self-service devices in China.

Through this transaction, TYM Tong and the target company will generate complementary and synergistic effects in aspects such as industrial chain layout, technology research and development, market expansion, and product iteration. On one hand, the listed company will further expand its business in the digital service field of smart self-service devices, achieving a deep layout around information technology services, forming a dual-driven development model, and further enhancing the company's performance growth; on the other hand, the listed company will strengthen its research and development capabilities in digital services for smart self-service devices, continuously optimize the company's industrial chain layout, expand more application scenarios, and better meet customers' diversified needs, thereby increasing the overall sales scale of the company and further enhancing its sustainable profitability and core competitiveness.

Dianman Finance will continue to pay attention to subsequent developments