For stock trading, check the Golden Qilin analyst research reports, authoritative, professional, timely, comprehensive, helping you uncover potential thematic opportunities! On the evening of October 21, Sunyes Manufacturing(Zhejiang)Holding Co.,Ltd. (002388.SZ) disclosed a preliminary plan for issuing shares and paying cash to purchase assets and raise matching funds, proposing to acquire a controlling stake in Shanghai Qiyuan Gas Development Co., Ltd. (hereinafter "Qiyuan Gas") through a two-step approach of "cash acquisition + share issuance," thereby entering the electronic specialty gas sector. This marks the company's second attempt at a large-scale acquisition for business transformation, following its previous failed cross-industry foray into lithium battery electrolytes.
Securities Star noted that on October 22, the first day of trading resumption, Sunyes Manufacturing hit the daily limit up at the open before rapidly plunging to the daily limit down, staging a "heaven-and-earth board" pattern, with the stock closing at 8.19 yuan per share that day. On October 23, the company's stock continued to hit the daily limit down in a straight line, currently quoted at 7.37 yuan per share. The sharp fluctuations in the stock price essentially reflect investors' direct pricing of deep disagreements over the prospects of this acquisition. Whether this deal can ultimately form a second growth curve for the listed company and avoid repeating the goodwill impairment debacle still needs to be answered by subsequent audit and evaluation results and actual operating data.
Acquisition Issue Price at Over 30% Discount
Within two days, the difference between the highest and lowest prices was about 26%, meaning that in an extremely short window, the market gave completely opposite judgments on the same restructuring plan. First, looking at the transaction plan, according to the preliminary plan, Sunyes Manufacturing's wholly-owned subsidiary Shanghai Xinya Beican Semiconductor plans to acquire 51.27% equity of Qiyuan Gas in cash; simultaneously, the listed company plans to issue shares and pay cash to seven shareholders including Jiang Ying to purchase 15.86% equity of Qiyuan Gas, with the issue price set at 5.87 yuan per share. The two transactions are independent of each other and not mutually conditional. If this acquisition is completed, Sunyes Manufacturing will hold a total of 67.13% equity of Qiyuan Gas, obtaining control.
It is worth noting that the issue price of 5.87 yuan represents a 35.49% discount compared to the closing price of 9.1 yuan before the trading suspension on October 8. From August to September 30 before the suspension this year, the company's stock price cumulative gain reached 95.7%, with the cumulative deviation of closing price gains exceeding 20% for three consecutive trading days from September 28 to September 30. Therefore, for funds entering at high positions before the suspension, their holding costs are not only significantly higher than the counterparty's share exchange cost of 5.87 yuan per share but also bear the immediate dilution from the increase in the number of issued shares. Some market views suggest that if the limit-up at the open represents the insistence of the side believing "the restructuring logic holds," then the subsequent vertical plunge is the concentrated realization of the side believing "the plan pricing does not match the pre-suspension gains."
Focusing on the target company itself. Qiyuan Gas is mainly engaged in the research and development, production, and sales of electronic bulk gases and electronic specialty gases. In its electronic bulk gas business, the company covers major varieties such as helium, oxygen, nitrogen, hydrogen, argon, and carbon dioxide; in its electronic specialty gas business, it covers high-purity rare gases (xenon, neon, helium, krypton), lithography gases, and other categories. Securities Star noted that in an article published on its official website in July 2025, Qiyuan Gas mentioned that it had received a qualified supplier certification certificate for lithography gases from U.S.-based Cymer (a subsidiary of ASML). This means the company already holds dual certifications for lithography gases from Japan's GIGAPHOTON and U.S.-based Cymer. Against the current backdrop of independent and controllable semiconductor supply chains, this is equivalent to Qiyuan Gas obtaining a "ticket" to participate in the global lithography gas supply system.
Acquisition Still Carries Goodwill Impairment Concerns
In terms of performance, Qiyuan Gas achieved revenue of 365 million yuan and net profit of 30.6559 million yuan in 2025; in the first half of 2026, revenue was 139 million yuan and net profit was 10.0201 million yuan. Meanwhile, the counterparties Qiyuan Semiconductor and Yu Jun承诺 that the target company's net profit attributable to the parent company's shareholders after deducting non-recurring gains and losses from 2027 to 2029 will cumulatively be no less than 222 million yuan over three years, corresponding to an annual deducted non-net profit tentatively no less than 46.35 million yuan. With dual certifications, steady performance growth, and a three-year performance commitment as a backstop, Qiyuan Gas appears to have the potential to become a new growth engine for Sunyes Manufacturing. However, after experiencing the lessons from the previous cross-industry acquisition, the market is clearly more rational about this acquisition.
In December 2022, when the lithium battery industry was at a cyclical high, Sunyes Manufacturing spent 704 million yuan in cash to acquire 51% equity of Xinya New Materials (formerly known as "Shanshan New Materials"), thereby entering the lithium battery electrolyte sector. After the transaction was completed, consolidated financial statements formed 326 million yuan in goodwill. At that time, in its response to the exchange's inquiry letter, Sunyes Manufacturing stated that based on the continuous growth of electrolyte market demand in the future, Xinya New Materials could reasonably guarantee the completion of projected profits in future years, and the risk of significant goodwill impairment in the future was expected to be relatively small. In 2023, the year the acquisition was completed, although Xinya New Materials' electrolyte and lithium hexafluorophosphate sales both showed double-digit year-on-year growth, the downstream new energy vehicle industry slowed down, and the contradiction of overcapacity in the lithium battery industry chain quickly emerged. Market prices for electrolytes and core raw material lithium hexafluorophosphate plummeted, causing Xinya New Materials' performance to take a sharp turn for the worse, with a full-year loss of 60.1654 million yuan. In 2024, Xinya New Materials' net loss expanded to -133 million yuan, followed by consecutive massive goodwill impairments. At the end of 2023, the company made a goodwill impairment provision of 198 million yuan related to Xinya New Materials, directly causing a large net loss attributable to the parent company that year. At the end of 2024, the remaining goodwill of 134 million yuan was fully provided for, bringing the book value of goodwill to zero; during the same period, the company also made an impairment provision of 72.0148 million yuan for the lithium salt phase II production line. The combination of these two impairments constituted a significant drag resulting in a net loss attributable to the parent company of 236 million yuan in 2024.
The above acquisition actions, on the one hand, reflect that Sunyes Manufacturing's previous judgment on the cyclical position and competitive landscape of the cross-industry target's industry was insufficient; on the other hand, the previous acquisition used an all-cash payment method, and the high goodwill formed by this acquisition method, once performance deteriorates, will have a very direct impact on the listed company's income statement. In addition, Sunyes Manufacturing is also in litigation with Ningbo Yongquan Investment Co., Ltd., a former shareholder of Xinya New Materials, over an equity transfer dispute.
Returning to the current acquisition of Qiyuan Gas, although the track has switched from lithium batteries to semiconductor electronic specialty gases, potential acquisition risks still cannot be ignored. As mentioned in the preliminary plan, there are risks of acquisition integration and goodwill impairment. In addition, regarding the target company itself, there is also the risk of intensifying industry competition. The company stated, "In the future, while the market space for electronic specialty gases expands, it will face a more intense competitive environment. It cannot be ruled out that concentrated capacity expansion on the supply side may lead to short-term oversupply." This may also be an important reason for the huge divergence in market funds and the heaven-and-earth board in the stock price. Whether this transaction can ultimately truly form a second growth curve for the listed company remains to be tested later.
(This article was first published by Securities Star, author|Wu Fan)- End -
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