Landscape lighting leader faces high-premium cross-industry acquisition inquiry from SSE; latest response available
Against the backdrop of shrinking demand and intensifying competition in the traditional lighting engineering industry, enterprises seeking diversified development have become a common trend. As one of the few listed companies still profitable in the landscape lighting sector in the first half of 2025, Shanghai Roman Technology Co., Ltd. (abbreviated as "Roman Shares") recent cross-industry moves have attracted high attention from both the lighting industry and capital markets.
Luoman Shares proposed to acquire a 39.2308% equity stake in Shanghai Wutongshu High-Tech Co., Ltd. (abbreviated as "Wutong High-Tech") for 196 million yuan in cash, but received a regulatory work letter from the Shanghai Stock Exchange due to significant premium in the valuation of the target company. This event provides an important warning for transformation exploration by lighting industry enterprises.
It is worth noting that this acquisition decision by Luoman Shares was made against the backdrop of significant fluctuations in the company's performance. Luoman Shares' total operating revenue for 2024 was 688 million yuan, an increase of 12.7% compared to 2023, but the net profit attributable to the parent company was -34.84 million yuan , turning from a year-on-year profit to a loss .
This performance stands in sharp contrast to the company's previous stable profitability, highlighting the substantial impact of downward pressure in the lighting industry on its operations.
然而，进入2025年，公司业绩开始明显回暖，上半年实现营业总收入4.32亿元，同比增长72.92%；归母净利润1322.82万元，同比增长158.02%。成为已披露的6家上市景观照明企业中仅盈利的2家之一。
Among them, revenue from the urban lighting segment declined, but smart source and digital entertainment segments showed strong growth. Especially the digital entertainment segment, with a growth rate as high as 3504.61%, became an important driver of revenue growth.
This rapid improvement in performance may be related to the initial results of the company's diversification strategy, and also provides data and financial support for the company to continue advancing this cross-border
- ULTRA HIGH VALUATION -
However, under the valuation agency's income approach estimation, its overall valuation was surprisingly set at 513 million yuan . Based on a capital increase valuation of 26 million yuan at the end of 2024, in just 9 months, it surged by as much as 18 times . Such a huge discrepancy in valuation has become the core focus of market and regulatory scrutiny .
More notably, Wutong High-Tech made an aggressive performance commitment to Luoman Shares: the cumulative net profit after deducting non-recurring gains and losses from 2025 to 2027 will not be less than 400 million yuan . This target creates a stark contrast with Wutong High-Tech's current meager profitability, intensifying market skepticism and concerns about the rationality of the transaction.
On September 5, 2025, Luoman Shares issued a formal response announcement to the regulatory inquiry letter from the Shanghai Stock Exchange, providing detailed explanations regarding the rationality of the transaction, Wutong High-Tech 's industry position, and the basis for determining assessment parameters, aiming to demonstrate that the valuation is reasonable.
In the first half of 2025, Wutong High-Tech revenue reached 131 million yuan, exceeding three times the full year of 2024; net profit was 19.9465 million yuan, and gross margin rose to 25.17%.
Wutong High-Tech 意向订单中550 million yuan can be delivered and accepted in the second half of 2025; approximately 550 million yuan in current intent orders will be executed in 2026, and 750 million yuan in 2027, providing a foundational support for Revenue in the following two years. The revenue gap during the forecast period can be filled by new orders.
武桐高新拥有自研组网技术，能够显著提升GPU的运算与存算协同效能；同时，实现了液冷技术突破，X系列超节点液冷方案可将PUE（电源使用效率）降至1.06-1.15，高度契合行业绿色、低碳、高能效的发展趋势。
在国家政策支持和市场需求旺盛带动下，国产算力服务器需求爆发，武桐高新凭借领先的产品技术将在2025-2027年实现收入合理增长，符合行业发展规律和公司自身发展态势。
罗曼股份表示，本次收购有助于公司和武桐高新的技术研发与市场协同，实现资源共享与价值共创，有助于罗曼股份数智能源板块业务构建新能源管理智能闭环，同时有助于罗曼股份数字文娱板块业务拓展沉浸体验新边界
Behind this transaction, the challenges facing Luoman Shares extend far beyond valuation disputes. Since the intelligent computing sector is entirely different from its core landscape lighting business, the company will face multiple risks.
Integration Challenges : Luoman Shares admitted that the company previously had no management experience in the intelligent computing industry. This means it will face severe tests in technical R&D, operational management, market logic, and business synergy. If a management system and technical team adapted to the new business cannot be established quickly, the new business will not only fail to generate expected synergies but may even hinder the development of the original core business.
Financial Risk : High-premium Acquisition will create significant goodwill on Luoman Shares' balance sheet. Whether goodwill is impaired depends directly on the future performance of Wutong High-Tech. Considering the rapid changes and fierce competition in the intelligent computing industry, if it fails to meet its committed performance, goodwill impairment will be a high-probability event, which will directly erode Luoman Shares' profits and pose a threat to its financial stability.
In addition, there is uncertainty regarding the performance of the compensation obligor. Although the transaction adopts a "performance bet + share pledge" structure, whether this guarantee mechanism can effectively cover the risks remains to be tested over time. If the target's performance fails to meet expectations and the compensator is unable to fulfill its obligations, Luoman Shares will face the dilemma of "losing both money and shares".
From the metaverse to new energy, and now betting on intelligent computing power, Luoman Shares has frequently crossed into hot sectors in recent years, highlighting that the industry's overall growth slowdown is forcing it to seek new growth points.
Luman Shares' initiative to seek new growth drivers is commendable, but the risks hidden in high-premium M&A cannot be ignored. Although Luman Shares has responded to regulatory inquiries, it still offers important lessons for all traditional enterprises currently undergoing transformation:
When enterprises seek new profit growth points, they must remain rational and layout steadily, avoiding blind pursuit of hotspots. They should conduct thorough due diligence, prudently evaluate transaction prices, and establish a sound risk prevention and control mechanism to ensure that cross-border development truly brings new growth momentum to the enterprise rather than becoming a heavy financial burden; only then can they walk steadily and far in fierce market competition.
Editor's Note
The controversy surrounding LuoMan Shares' cross-industry acquisition, is essentially a microcosm of the transformation dilemmas faced by traditional industries. Under the wave of the digital economy, it is understandable for enterprises to explore new growth points, but they must be vigilant against the trap of "concept packaging" replacing substantive innovation. How to balance innovation and risk will be a critical issue that lighting industry enterprises must face— enterprises should weigh strategic layout and risk-return with a more prudent attitude.