教育科技公司昂立教育一则跨界收购案，因高达516%的溢价率引发市场瞩目与质疑。11月26日，在昂 立教育召开的 2025 年第三季度业绩暨乐游项目收购说明会上，昂立教育集团董事长兼总裁周传有回应 了此次高溢价收购上海乐游的原因，同时表示将银发经济业务作为公司业务增长的第二曲线。此前，昂 立教育拟收购上海乐游，交易作价3800万元，溢价率516.23%，引发业内对估值合理性与收购风险的广 泛讨论。然而，上海乐游当前处于亏损状态、加上部分董事投出的弃权票以及交易将形成的4700万元商 誉，均为这笔战略投资增添了诸多不确定性。未来，昂立教育的这场跨界豪赌仍存在诸多挑战。 高溢价的收购 近日，"昂立教育拟收购上海乐游100%股权"一事受到多方关注。 根据昂立教育发布的关于对上海证券交易所《关于资产收购事项问询函》（以下简称《问询函》）回 复，昂立教育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"）100%股权。上海乐游净资产账面价值负912.95 万元，交 易作价3800万元，溢价率516.23%。值得一提的是，本次收购预计形成约4700万元 ...

Core Viewpoint - The acquisition of Shanghai Leyou by Anli Education has sparked market attention and skepticism due to a high premium rate of 516.23%, raising questions about valuation and associated risks [1][3][4]. Acquisition Details - Anli Education plans to acquire 100% of Shanghai Leyou for 38 million yuan, despite Leyou's negative net asset value of -9.1295 million yuan, resulting in a premium of 516.23% [3][4]. - The acquisition is expected to generate approximately 47 million yuan in goodwill [3][4]. - Anli Education's chairman stated that the acquisition aims to achieve strategic and business synergies, particularly focusing on the silver economy as a second growth curve for the company [3][10]. Board Concerns - Some board members expressed concerns about the acquisition's support for the main business, with four out of eleven directors abstaining from the vote, indicating internal disagreements [4][12]. - Independent directors later supported the valuation methods used, asserting that the assessment reflects the true value of the target company [4][12]. Financial Implications - The acquisition could lead to significant financial risks, including potential impairment if performance does not meet expectations [5][12]. - Anli Education has set performance targets for Shanghai Leyou, requiring a total audited revenue of at least 480 million yuan and a net profit of at least 5 million yuan from 2025 to 2028, with a maximum compensation of 19 million yuan for unmet targets [7][8]. Market Strategy - Anli Education is positioning itself in the silver economy sector, targeting active elderly individuals with personalized travel services through Shanghai Leyou [10][11]. - The company has already begun exploring opportunities in the silver economy, launching projects aimed at elderly education and entertainment [10][11]. Competitive Landscape - The silver economy market is becoming increasingly competitive, with various educational companies entering the space, which may pose challenges for Anli Education [11][12]. - Anli Education believes that Shanghai Leyou's offline model aligns well with the preferences of the elderly demographic, potentially providing a large customer base for future growth [11][12].

证券代码：600661 证券简称：昂立教育 编号：临 2025-048 上海新南洋昂立教育科技股份有限公司 关于 2025 年第三季度业绩暨乐游项目收购说明会 召开情况的公告 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 11 月 26 日 15:00-16:00 在"价值在线"（www.ir-online.cn）召开公司 2025 年第三季度业绩暨 乐游项目收购说明会，现将本次说明会召开情况公告如下： 一、本次说明会召开情况 2025 年 11 月 20 日，公司在《上海证券报》、《中国证券报》、《证券时报》和上 海证券交易所网站（http://www.sse.com.cn）上披露《关于召开 2025 年第三季度业绩 暨乐游项目收购说明会的公告》（公告编号：临 2025-047）。公司董事长兼总裁周传有 先生、独立董事金宇超先生、董事兼联席总裁吴竹平先生、财务总监吉超先生、董事 会秘书徐敬云先生出席本次说明会，就公司经营业绩、发展战略、并购事项等情况与 投资者进行互动交流和沟通，在信息披露允许的范围内就投资者关心的问题进行了答 复。 二、投资者提出的问题及相关回复情况 本次说明会相 ...

Core Insights - The education sector experienced a significant increase of 3.65% on November 25, with Kede Education leading the gains [1] - The Shanghai Composite Index closed at 3870.02, up 0.87%, while the Shenzhen Component Index closed at 12777.31, up 1.53% [1] Education Sector Performance - Kede Education (300192) saw a closing price of 23.95, with a remarkable increase of 19.99% and a trading volume of 427,900 shares, amounting to 987 million yuan [1] - Kevin Education (002659) closed at 6.25, up 10.04%, with a trading volume of 263,200 shares and a transaction value of 162 million yuan [1] - Dou Shen Education (300010) closed at 7.00, up 4.17%, with a trading volume of 1,188,100 shares and a transaction value of 836 million yuan [1] - Other notable performers include Zhong Gong Education (002607) with a 3.09% increase, and Chuangye Tihua (300688) with a 2.90% increase [1] Capital Flow Analysis - The education sector saw a net outflow of 24.09 million yuan from institutional investors and 47.95 million yuan from retail investors, while individual investors contributed a net inflow of 72.04 million yuan [2] - Kede Education had a net inflow of 243 million yuan from institutional investors, while Kevin Education experienced a net inflow of 71.27 million yuan [3] - Dou Shen Education and Zhong Gong Education had smaller net inflows of 16.33 million yuan and 11.98 million yuan, respectively [3]

Group 1 - The core viewpoint of the articles is that Angli Education is acquiring Shanghai Leyou International Travel Agency to achieve strategic and business synergies, focusing on the aging population and the silver economy as a growth avenue [1][2] - Angli Education's main business is in education and training, and the acquisition aims to provide personalized travel services for the elderly, enhancing the company's silver economy business [1] - Shanghai Leyou is one of the top three local travel agencies in Shanghai, with a strong market reputation and a customer base that is over 70% elderly, which aligns with Angli Education's target demographic for its "Happy Community" initiative [1] Group 2 - As of June 2025, Shanghai Leyou reported a negative net asset value of 9.1295 million yuan, indicating insolvency, with revenues of 65.9225 million yuan and 38.6414 million yuan for 2024 and the first half of 2025, respectively, both showing net losses [2] - Despite the losses, the equity value of Shanghai Leyou is assessed at 38.5 million yuan, reflecting an appreciation of 47.6295 million yuan, with a growth rate of 521.71% [2] - For the first three quarters of 2025, Angli Education achieved a revenue of 1.081 billion yuan, a year-on-year increase of 12.03%, and a net profit of 46 million yuan, up 141.11% year-on-year, attributed to improved operational efficiency [2]

Core Viewpoint - Angli Education (600661) is actively expanding its business through the development of its "Happy Community" stores, currently operating 4 locations and planning to steadily advance its store expansion strategy based on business needs [1] Company Summary - Angli Education currently has 4 "Happy Community" stores in operation [1] - The company is committed to a steady expansion of its store network in response to business development needs [1]

证券日报网讯昂立教育11月20日在互动平台回答投资者提问时表示，股价涨跌受宏观经济环境、资本市 场政策、行业周期波动、二级市场流动性等多种因素影响，敬请注意投资风险。公司管理层始终致力于 提高经营管理水平，保持公司长远稳定发展，以持续维护公司价值。 （文章来源：证券日报） ...

Market Overview - The education sector experienced a decline of 1.56% on November 20, with Xueda Education leading the drop [1] - The Shanghai Composite Index closed at 3931.05, down 0.4%, while the Shenzhen Component Index closed at 12980.82, down 0.76% [1] Individual Stock Performance - Xueda Education's stock price fell by 5.28% to 37.69, with a trading volume of 42,200 shares and a turnover of 162 million yuan [2] - Other notable declines included ST Kaiyuan down 4.16%, Kevin Education down 3.13%, and Action Education down 2.72% [2] - The overall trading volume and turnover for the education sector showed significant activity, with various stocks experiencing both gains and losses [1][2] Capital Flow Analysis - The education sector saw a net outflow of 82.801 million yuan from institutional investors, while retail investors had a net inflow of 88.948 million yuan [2] - Major stocks like China High-Tech and Guomai Technology had varying levels of net capital inflow and outflow, indicating mixed investor sentiment [3] - The data suggests that while institutional investors are pulling back, retail investors are actively participating in the market [2][3]

Core Viewpoint - The company, Angli Education (600661.SH), is steadily advancing its acquisition of equity in Shanghai Leyou [1] Group 1 - The acquisition of Shanghai Leyou is currently in progress [1]

Core Viewpoint - The acquisition of Shanghai Leyou Yutu International Travel Agency by Angli Education has raised significant concerns due to the target company's negative net assets and a high valuation increase of 521.71% despite its financial instability [1][6]. Group 1: Acquisition Details - Angli Education plans to acquire 100% of Shanghai Leyou for 38 million yuan, despite the latter having negative net assets [1]. - The board's unusual decision saw four directors abstaining from voting, indicating internal disagreements regarding the acquisition's strategic fit [4]. - The acquisition is positioned as a strategic move to enter the "silver economy" sector, aiming to create a second growth curve alongside its core education business [1][4]. Group 2: Financial Performance and Valuation - Shanghai Leyou is projected to achieve a cumulative revenue of no less than 480 million yuan over the next four years, as per a performance commitment [2][7]. - The company reported a net loss of 43.58 million yuan in 2024 and 56.72 million yuan in the first half of 2025, necessitating a rapid turnaround to meet financial targets [8]. - The valuation of Shanghai Leyou at 38.5 million yuan is justified by Angli Education through a revenue-based assessment that considers customer resources and operational management, which are not reflected in asset-based evaluations [6]. Group 3: Strategic Rationale - The acquisition is seen as a way to leverage existing customer bases from Angli Education's training business to offer tailored travel services to elderly clients [5]. - Angli Education aims to enhance its operational capabilities by acquiring Shanghai Leyou, which will allow it to enter the market for family and educational travel services [5]. - The company has initiated the "Happy Community" project, with four locations already operational, serving approximately 3,600 members [4].