Another listed department store company is venturing into the semiconductor sector.
On October 11, Dongbai Group (600693.SH), a regional department store leader, announced its plan to acquire a 52.67% equity stake in Hangzhou Kuailing Optoelectronics Technology Co., Ltd. (hereinafter referred to as "Kuailing Optoelectronics" or the "target company"), an optical chip company still operating at a loss, for CNY 316 million. The appraisal appreciation rate of the target company reached 764.35%.
Securities Star noted that as a technology-intensive enterprise, the target company requires substantial investment in production line equipment, incurs high R&D costs, and demands continuous iteration. Against the backdrop of its own liquidity pressure, this acquisition plays a critical role in providing financial support for the company. Meanwhile, Dongbai Group, facing a growth ceiling, can leverage this acquisition to forge a "second growth curve."
However, given that Dongbai Group is crossing over into the optical chip track with a premium of over seven times, while the target company remains unprofitable and the performance commitments made by the committing party exceed the target company's historical levels, the Shanghai Stock Exchange promptly issued a regulatory work letter on the day the announcement was disclosed. The recipients include the listed company, directors, senior management, controlling shareholders, and actual controllers. The valuation logic and potential risks of this transaction are drawing market attention.
01. Off-Balance Sheet Intangible Assets Support Valuation
The announcement shows that with August 31 this year as the appraisal base date, the book value of the target company was CNY 70.7697 million. The appraisal agency adopted the market approach and the income approach to evaluate the total shareholders' equity of Kuailing Optoelectronics. Under the market approach, the appraisal appreciation rate of the target company was 764.35%; under the income approach, the appraisal appreciation rate reached 783.99%.
In other words, for every CNY 1 of net assets on the books of the target company, the valuation under the market approach was approximately CNY 8.64, and under the income approach, it was approximately CNY 8.84. The appreciated portions were equivalent to 7.64 times and 7.84 times the book net assets, respectively. The appraisal agency ultimately adopted the market approach because the core assets of the target company are primarily off-balance sheet intangible assets such as patented technologies, R&D capabilities, and customer resources, which cannot be reflected on the books. This also means that the premise for the market approach to "make explicit" off-balance sheet intangible assets like patented technologies into an appraised value of approximately CNY 612 million is that these intangible assets can be converted into orders, revenue, and profits in the future.
However, based solely on the financial data disclosed by the company, the target company is still operating at a loss. In 2025 and from January to August this year, the net profits of Kuailing Optoelectronics were -CNY 15.0722 million and -CNY 2.5170 million, respectively.
Securities Star noted that the core value of Kuailing Optoelectronics lies in its IDM capability for InP-based optical detection chips. According to public information, Guangte Technology, a wholly-owned subsidiary of Kuailing Optoelectronics, possesses a full set of equipment and production lines for chip design, R&D, and manufacturing, with a production capacity of 3 million chips per month.
From the perspective of product structure, the basic portfolio of Kuailing Optoelectronics consists of low-rate products. For instance, 2.5G/4G/10G/25G PIN and APD/TO products in the optical communication field have been mass-produced, and 200-1000μm APD/TO/ROSA products in the LiDAR field have also been mass-produced for applications in automotive LiDAR, laser ranging, and other scenarios.
The aforementioned products belong to medium-to-low rate and supporting devices, which have relatively low technical barriers and a high domestic substitution rate, thus facing more intense price competition. In terms of application scenarios, from January to August this year, the proportion of the target company's optical communication revenue has increased from 16.79% in 2025 to 40.08%. However, the announcement shows that revenue in this field currently still mainly comes from low-rate products.
02. High-End Chips Still Await Volume Ramp-Up
The high-end breakthrough layer is the core focus of the market. In the data center direction, the single-wave 100G PD chip passed certification by some customers in 2026 and secured small-batch orders of approximately CNY 13 million. The single-wave 200G PD chip has been sampled to three customers, targeting the demand for 800G/1.6T optical modules. In the telecommunications market, 25G APD has secured batch orders, 50G APD ONU products have obtained small-batch orders, and OLT products have been sampled to five customers for verification.
The commercialization expectations for the aforementioned high-end products form the core support for the performance commitments. The announcement shows that Ye Jinlin, the founder of Kuailing Optoelectronics, committed that from 2027 to 2029, the target company's realized net profits will be no less than CNY 10 million, CNY 40 million, and CNY 100 million, respectively, with a cumulative committed net profit of CNY 150 million over the three years. Whether this commitment can be fulfilled highly depends on the final verification results of the high-end products at the customer end and the subsequent capacity ramp-up.
Dongbai Group also explicitly stated in the announcement that the commercialization of high-rate products still faces multiple variables: once technical reliability is insufficient, performance fails to meet standards, or capacity cannot support large-scale mass production, it may fail to pass customer certification, and it may even be difficult to achieve batch shipments. Beyond the uncertainties in commercialization, the financial data of Kuailing Optoelectronics also reveal pressure.
By the end of August this year, the current assets of Kuailing Optoelectronics increased from CNY 58.2728 million at the end of 2025 to CNY 60.0943 million. However, in terms of composition structure, accounts receivable reached as high as CNY 23.5493 million, accounting for nearly 40% of total current assets; inventory reached as high as CNY 23.3973 million, with a similar proportion of nearly 40%. The two items combined totaled approximately CNY 46.9466 million, accounting for nearly 78% of current assets. Meanwhile, monetary funds plummeted from CNY 6.6040 million at the end of 2025 to CNY 1.1694 million by the end of August this year, a drop of over 80%.
Since the optical detection chip track where Kuailing Optoelectronics operates is a technology-intensive industry characterized by high investment and long cycles, it requires substantial investment in production line equipment, incurs high R&D costs, and demands continuous technological iteration. Therefore, this acquisition by Dongbai Group can significantly alleviate its financial pressure. For Dongbai Group, the company's revenue has fluctuated significantly in recent years, with its scale hovering around CNY 1.8 billion for a long time. Although it achieved dual growth in performance in the first half of this year, it only recorded low single-digit growth. Entering the optical chip field through mergers and acquisitions will help cultivate new business growth points.
Currently, Dongbai Group is not engaged in optical chip-related businesses and lacks reserves of relevant R&D and technical personnel. Commercial retail and optical chips differ vastly in technical logic, talent structure, and management methods. If the integration falls short of expectations, it may have a dual adverse impact on the profitability of both the target company and the listed company.
(First published on Securities Star, Author | Wu Fan)