Core Viewpoint - The aging population is leading to the emergence of the silver economy as a mainstream sector, prompting the company to strategically invest in this area [1] Group 1: Company Strategy - The company is incubating a brand focused on entertainment called "Happy Community" to cater to the silver economy [1] - The acquisition of Shanghai Leyou Yutu International Travel Agency Co., Ltd. is aimed at expanding the service offerings and product matrix in the silver economy sector [1] - The company aims to leverage the synergy between its education and silver economy businesses to enhance the implementation and sustainable development of its silver strategy [1] Group 2: Financial Performance - For the period from January to September 2025, the company achieved a revenue of 1.081 billion yuan, representing a year-on-year growth of 12.03% [1] - The net profit attributable to the parent company reached 46 million yuan, showing a significant year-on-year increase of 141.11% [1]

Core Viewpoint - The aging population is leading to the emergence of the silver economy as a mainstream sector, prompting the company to strategically invest in this area [1] Group 1: Company Strategy - The company is incubating a brand focused on entertainment called "Happy Community" to cater to the silver economy [1] - The acquisition of Shanghai Leyou Yutu International Travel Agency Co., Ltd. is aimed at expanding the service offerings and product matrix for the silver economy [1] - The company aims to leverage the synergy between its education and silver economy businesses to enhance the implementation and sustainable development of its silver strategy [1] Group 2: Financial Performance - For the period from January to September 2025, the company achieved a revenue of 449 million yuan, representing a year-on-year growth of 12.03% [1] - The net profit attributable to the parent company reached 43 million yuan, showing a significant year-on-year increase of 141.11% [1]

Investment Rating - The report maintains a "Cautious Recommendation" rating for the company [6]. Core Views - The company has shown significant performance improvement with a revenue of 1.081 billion yuan for the first nine months of 2025, representing a year-on-year growth of 12.03%. The net profit attributable to shareholders reached 46 million yuan, up 141.11% year-on-year, and the non-recurring net profit increased by 578.42% to 39 million yuan [1]. - The company has effectively controlled expenses, with sales and management expenses growing by 2.64% and 14.53% respectively, leading to a decrease in the expense ratio [1]. - The company’s employee stock ownership plan has high performance conditions, requiring a net profit margin of approximately 7.5% to meet the exercise conditions, indicating that the company needs to maintain strong growth in the fourth quarter to meet these targets [2]. - The company has significantly reduced its debt ratio, with total assets and liabilities decreasing by 5.68% and 9.64% respectively, resulting in a debt ratio of 86.05%, down 6.34 percentage points from the beginning of the year [3]. - The company’s cash flow requires improvement, as the cash collection ratio has decreased by 12.67 percentage points year-on-year [3]. - The company’s gross profit margin has improved to 46.10%, up 1.98 percentage points year-on-year, indicating enhanced profitability [3]. - Future revenue projections for 2025-2027 are set at 1.414 billion yuan, 1.697 billion yuan, and 2.002 billion yuan respectively, with corresponding EPS estimates of 0.24 yuan, 0.34 yuan, and 0.42 yuan [4]. Summary by Sections Financial Performance - For the first nine months of 2025, the company achieved a revenue of 1.081 billion yuan, a 12.03% increase year-on-year, with a quarterly revenue of 449 million yuan in Q3, marking a 12.31% year-on-year increase and a 38.93% quarter-on-quarter increase [1]. - The net profit attributable to shareholders was 46 million yuan, a 141.11% increase year-on-year, with an EPS of 0.17 yuan, up 133.29% [1]. Expense Management - The company has effectively controlled its expenses, with sales and management expenses at 205 million yuan and 216 million yuan respectively, showing modest growth rates [1]. Debt and Cash Flow - As of September 2025, the company’s total assets and liabilities were 1.551 billion yuan and 1.335 billion yuan, respectively, with a significant reduction in the debt ratio [3]. - The cash collection ratio was 98.53%, reflecting a decline in cash flow efficiency [3]. Profitability - The gross profit margin improved to 46.10%, indicating a positive trend in profitability [3]. Future Outlook - The company is expected to focus on high-quality development and profit growth, with revenue projections indicating a strong upward trend in the coming years [4].

Core Viewpoint - Shanghai New Nanyang Angli Education Technology Co., Ltd. (referred to as "Angli Education") plans to acquire 100% equity of Shanghai Leyou Yutu International Travel Agency Co., Ltd. for a transaction price of 38 million yuan, representing a premium of 516.23% over the company's net asset value of -9.1295 million yuan [1][3]. Group 1: Asset Evaluation - The company used both asset-based and income approaches for the valuation of the target company, resulting in an asset-based valuation of -9.1254 million yuan (an increase of 0.04%) and an income-based valuation of 38.5 million yuan (an increase of 521.71%) [3]. - The final transaction price of 38 million yuan is based on the income approach, with an expected goodwill of approximately 47 million yuan [3]. Group 2: Target Company Operations - The target company primarily engages in tourism, with reported revenues of 65.9225 million yuan and 38.6414 million yuan for 2024 and the first half of 2025, respectively, and net losses of 435,800 yuan and 567,200 yuan for the same periods [4]. - The related parties have committed that the target company will achieve a total audited revenue of no less than 480 million yuan and a total audited net profit of no less than 5 million yuan from 2025 to 2028 [4]. Group 3: Payment Terms - The transaction price will be paid in two installments: 35 million yuan for the first installment and 3 million yuan for the second installment, contingent upon certain conditions [5]. - Shanghai Xianghong will manage the working capital of Shanghai Leyou, and will repay its funding occupation after receiving the first installment [5]. Group 4: Board Review - During the board meeting, 4 out of 11 directors abstained from voting on the acquisition, citing concerns over project clarity and the uncertainty of business synergy between the target company and Angli Education [6][7]. - Independent directors expressed doubts regarding the acquisition's support for the main business and suggested exploring cooperation rather than acquisition if business synergy exists [8][9].

Group 1: Company Announcements - Huayi Technology plans to issue H-shares and list on the main board of the Hong Kong Stock Exchange [1] - Changjiang Communication intends to invest approximately 450 million yuan in the "DIAIS Intelligent Equipment R&D and Production Base Project" [1] - Konggang Co., Ltd. has won a contract for the renovation of the Beiguang Communication factory, valued at approximately 91.72 million yuan [1] - Angli Education's Daoyao Culture plans to acquire 100% equity of Shanghai Leyou for 38 million yuan [1] - Tangshan Port expects to achieve a cumulative cargo throughput of 200.7 million tons this year, a year-on-year increase of 3.9% [1] Group 2: Financial Performance - Saisir reported a net profit of 5.312 billion yuan for the first three quarters, a year-on-year increase of 31.56% [2] - Bull Group's net profit for the third quarter was 919 million yuan, a year-on-year decrease of 10.29% [2] - Lixun Precision expects a net profit of 16.518 billion to 17.186 billion yuan in 2025, an increase of 23.59% to 28.59% year-on-year [2] - Zhongji Xuchuang reported a net profit of 7.13 billion yuan for the first three quarters, a year-on-year increase of 90.05% [2] Group 3: Shareholding Changes - Ruisheng Intelligent plans to reduce its shareholding by no more than 3% [2] - Saiwei Microelectronics' Vice President and Weihe Investment plan to reduce their holdings by no more than 1% [3] - Weidao Nano's executive Zhou Ren intends to reduce his holdings by no more than 378,700 shares [3] Group 4: Other Developments - Air China plans to raise no more than 20 billion yuan through a private placement to its controlling shareholder and related parties [3] - Suneng Co., Ltd. has completed the commissioning of the Ulagai 2 unit (1000MW) investment project [3]

Group 1: Company Announcements - Huayi Technology plans to issue H-shares and list on the main board of the Hong Kong Stock Exchange [1] - Changjiang Communication intends to invest approximately 450 million yuan in the "DIAIS Intelligent Equipment R&D and Production Base Project" [1] - Konggang Co., Ltd. has won a contract for the renovation of the Beiguang Communication factory, valued at approximately 91.72 million yuan [1] - Angli Education's Daoyao Culture plans to acquire 100% equity of Shanghai Leyou for 38 million yuan [1] - Tangshan Port expects to achieve a cargo throughput of 200.7 million tons this year, a year-on-year increase of 3.9% [1] Group 2: Financial Performance - Saisir reported a net profit of 5.312 billion yuan for the first three quarters, a year-on-year increase of 31.56% [1] - Zhongji Xuchuang's net profit for the first three quarters reached 7.13 billion yuan, a year-on-year growth of 90.05% [2] - Bull Group's net profit for the third quarter was 919 million yuan, a year-on-year decrease of 10.29% [1] - Luxshare Precision expects a net profit of 16.518 billion to 17.186 billion yuan in 2025, a year-on-year increase of 23.59% to 28.59% [1] Group 3: Other Announcements - China National Airlines plans to raise no more than 20 billion yuan through a private placement to its controlling shareholder and related parties [2] - Suneng Co., Ltd. has put into operation the Ulagai 2 unit (1000MW) investment project [2] - Ruisheng Intelligent plans to reduce its holdings by no more than 3% [2]

Core Viewpoint - On October 30, 2023, Angli Education announced its plan to acquire 100% equity of Shanghai Leyou Yutu International Travel Agency Co., Ltd. from Shanghai Xianghong Cultural Tourism Development Group Co., Ltd. for a transaction price of 38 million yuan [1] Group 1 - The acquisition is part of Angli Education's strategic planning and development needs for its silver-haired business [1] - The transaction aims to enrich the service content and product matrix of the silver-haired business, solidifying the company's second growth curve [1] - This move is intended to support the high-quality implementation and sustainable development of the silver-haired strategy [1]

Core Insights - Angli Education, established in 1983 and listed in 1993, is a leading off-campus training enterprise in Shanghai, focusing on educational training services [1] Group 1: Business Performance - For Q3 2025, Angli Education reported revenue of 1.081 billion yuan, ranking 3rd in the industry, surpassing the industry average of 702 million yuan and median of 497 million yuan [2] - The company's net profit for the same period was 49.53 million yuan, ranking 5th in the industry, above the industry average of 32.31 million yuan [2] - The main business segment, education and services, generated 625 million yuan, accounting for 98.78% of total revenue [2] Group 2: Financial Ratios - As of Q3 2025, Angli Education's debt-to-asset ratio was 86.05%, down from 89.82% year-on-year but still above the industry average of 54.63% [3] - The gross profit margin for the same period was 46.10%, an increase from 44.12% year-on-year, but slightly below the industry average of 47.34% [3] Group 3: Shareholder Information - As of September 30, 2025, the number of A-share shareholders increased by 4.12% to 24,000, while the average number of shares held per shareholder decreased by 3.96% to 11,900 [5] - In the first half of 2025, the company achieved a revenue of 632 million yuan, a year-on-year increase of 11.84%, and returned to profitability with a net profit of approximately 3 million yuan [5] - The number of enrolled students in the early childhood segment reached approximately 30,500, and in the middle school segment, about 37,000, representing year-on-year growth of 104.70% and 37.04%, respectively [5]

Group 1 - The core point of the article is that the Shanghai Stock Exchange has issued an inquiry letter to Angli Education regarding its proposed acquisition of 100% equity in Shanghai Leyou Yutu International Travel Agency, highlighting concerns over the valuation methods used and the significant premium in the transaction price [1] - The transaction involves a net asset value of -9.1295 million yuan for the target company, with a transaction price of 38 million yuan, resulting in a premium rate of 516.23% [1] - Four directors abstained from voting on the acquisition proposal, indicating potential internal dissent regarding the transaction [1] Group 2 - The valuation methods employed for the target company include the asset-based approach and the income approach, with the asset-based valuation yielding -9.1254 million yuan and the income approach yielding 38.5 million yuan, resulting in a significant difference in perceived value [1] - The final transaction price was set at 38 million yuan, with an expected goodwill of approximately 47 million yuan [1] - The Shanghai Stock Exchange has requested further clarification on the assumptions and calculations used in the income approach, including revenue, costs, cash flow, and discount rates, as well as a comparison with similar industry transactions to justify the high valuation [1]

证券代码：600661 证券简称：昂立教育 编号：临 2025-043 上海新南洋昂立教育科技股份有限公司 关于收到上海证券交易所《关于资产收购事项问询函》 的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者 重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 上海新南洋昂立教育科技股份有限公司（以下简称"公司"）于 2025 年 10 月 30 日收到上海证券交易所《关于资产收购事项问询函》【上证公函[2025]3809 号】（以 下简称"《问询函》"），现将相关内容公告如下： 一、《问询函》的主要内容 上海新南洋昂立教育科技股份有限公司： 2025 年 10 月 30 日晚间，公司公告拟收购上海湘宏文化旅游发展集团有限公司 （以下简称上海湘宏）持有的上海乐游誉途国际旅行社有限公司（以下简称上海乐游 或标的公司）100%股权。标的公司净资产账面价值-912.95 万元，交易作价 3,800.00 万元，溢价率 516.23%。4 名董事对本议案投出弃权票。根据本所《股票上市规则》 第 13.1.1 条的相关规定，现请你公司核实并披露以下事项。 1.关于资产评估。公告 ...