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 struggles [1][8]. 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 acquisition aims to tap into the "silver economy" and create a second growth curve for the company's core education and training business [2][6]. - The target company has a performance commitment to achieve a cumulative revenue of no less than 480 million yuan over the next four years [3]. Group 2: Board Disagreements - The board meeting saw four out of eleven directors abstaining from voting, indicating internal disagreements regarding the acquisition's strategic fit [5]. - Non-independent director Zhang Wenhao expressed concerns about the lack of synergy between education, tourism, and elderly care, citing past acquisition failures [5]. - Independent directors also questioned the acquisition's support for the main business and suggested exploring partnerships before proceeding with the acquisition [5]. Group 3: Strategic Considerations - Angli Education emphasized strategic and business synergies, aiming to leverage its existing customer base of elderly individuals who have both educational and travel needs [7]. - The company has initiated the "Happy Community" project, opening four locations to serve approximately 3,600 members [6][7]. Group 4: Financial Analysis - Shanghai Leyou's net assets were reported at -9.1295 million yuan, yet the acquisition valuation reached 38.5 million yuan due to the application of the income approach, which considers customer resources and sales networks [8]. - A "betting agreement" with the seller requires Shanghai Leyou to achieve a cumulative audited revenue of at least 480 million yuan and a net profit of 5 million yuan over four years, despite current losses [8][12]. - Financial projections indicate that Shanghai Leyou is expected to return to profitability starting in 2026, with significant revenue growth anticipated in subsequent years [10][11].

Core Viewpoint - The company, Angli Education, has responded to the Shanghai Stock Exchange's inquiry regarding an asset acquisition, addressing concerns raised by four board members who abstained from voting due to uncertainties about the clarity of the acquisition project and business synergy [1] Group 1: Acquisition Details - The company clarified that the target, Shanghai Leyou, has a clear business structure with 60 active stores and an international tourism license, with 70% of its clientele being seniors, which aligns with the company's "Happy Community" senior interest training business, allowing for mutual customer flow [1] - The target company has served over 200,000 customers, with 150,000 being over 40 years old, indicating a high overlap with the company's customer base and a clear synergy path [1] Group 2: Financial Concerns - The company acknowledged that the target is expected to incur continuous losses from 2024 to the first half of 2025, with projected net profits of -435,800 yuan and -567,200 yuan respectively [1] - There are uncertainties regarding the recovery of the tourism industry and the challenges of business integration, which may hinder the achievement of performance commitments (total revenue of ≥ 480 million yuan from 2025 to 2028), potentially impacting the company's cash flow and ongoing viability [1] Group 3: Communication and Investor Relations - The company plans to hold an investor briefing to further communicate and balance opportunities and risks, ensuring the protection of the interests of small and medium investors [1]

证券代码：600661 证券简称：昂立教育 编号：临 2025-047 上海新南洋昂立教育科技股份有限公司 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 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。 重要内容提示： 会 议 问 题 征 集 ： 投 资 者 可 于 2025 年 11 月 26 日 前 访 问 网 址 https://eseb.cn/1tiIaBZgFlm 或使用微信扫描下方小程序码进行会前提问，公司将 通过本次说明会，在信息披露允许范围内就投资者普遍关注的问题进行回答。 一、说明会类型 上海新南洋昂立教育科技股份有限公司（以下简称"公司"）已于 2025 年 10 月 30 日、2025 年 10 月 31 日在《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《公司 2025 年第三季度报告》、《关 于购买上海乐游誉途国际旅行社有限公司 100%股权的公告》。 为便于广大投资者更加全面深入地了解公司经营业绩、发展战略、 ...

证券代码：600661 证券简称：昂立教育 编号：临 2025-046 上海新南洋昂立教育科技股份有限公司 关于对上海证券交易所《关于资产收购事项问询函》回复 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。 重要内容提示： 上海新南洋昂立教育科技股份有限公司（以下简称"公司"）拟收购上海乐 游誉途国际旅行社有限公司（以下简称"上海乐游"）100%股权。本次收购存在以下 风险，敬请广大投资者注意投资风险： ①上海乐游正处于业务快速扩张期，目前尚未盈利且净资产为负，其扭亏为盈的 进度及最终影响均存在不确定性； ②上海乐游主要从事旅游业务，经营存在客观不确定性。本次收购完成后，公司 与上海乐游需在多方面进行深度融合，若整合效果不及预期，则难以实现预期的 协同效应。 公司拟于 2025 年 11 月 26 日（周三）下午 15：00-16：00 在价值在线 （www.ir-online.cn）以网络互动方式召开 2025 年第三季度业绩暨乐游项目收购说 明会，就本次交易的相关情况与投资者沟通交流。 2025 年 10 月 ...

Market Overview - The education sector experienced a decline of 1.53% on November 19, with Chuangye Heima leading the drop [1] - The Shanghai Composite Index closed at 3946.74, up 0.18%, while the Shenzhen Component Index closed at 13080.09, unchanged [1] Individual Stock Performance - Kevin Education (002659) saw a closing price of 6.07, with an increase of 4.84% and a trading volume of 702,700 shares, amounting to a transaction value of 429 million [1] - China High-Tech (600730) closed at 10.30, up 2.28%, with a trading volume of 298,500 shares and a transaction value of 307 million [1] - ST Chuan Zhi (003032) closed at 6.81, down 0.15%, with a trading volume of 50,600 shares and a transaction value of 34.17 million [1] - Other notable declines include: - Zhong Gong Education (2.70, -1.10%) [1] - Angli Education (10.74, -1.29%) [1] - Action Education (40.77, -1.52%) [1] - Quantu Education (5.80, -1.53%) [1] - ST Guohua (8.71, -1.80%) [1] - Kede Education (19.42, -1.87%) [1] - Xueda Education (39.79, -2.16%) [1] Capital Flow Analysis - The education sector saw a net outflow of 113 million from institutional investors, while retail investors experienced a net inflow of 24.04 million [2] - The main capital inflow and outflow for selected stocks include: - Kevin Education: Net inflow of 65.58 million from main capital, with a net outflow of 74.17 million from retail [3] - China High-Tech: Net inflow of 22.82 million from main capital, with a net outflow of 28.00 million from retail [3] - ST Dong Shi: Net inflow of 0.74 million from main capital, with a net inflow of 3.58 million from retail [3] - ST Kai Yuan: Net outflow of 7.02 million from main capital, with a net inflow of 3.14 million from retail [3]

Core Insights - The education sector experienced a slight increase of 0.31% on November 18, with ST Kaiyuan leading the gains [1] - The Shanghai Composite Index closed at 3939.81, down 0.81%, while the Shenzhen Component Index closed at 13080.49, down 0.92% [1] Stock Performance - ST Kaiyuan (300338) saw a closing price of 4.69, with a significant increase of 10.61% and a trading volume of 338,600 shares, resulting in a transaction value of 154 million yuan [1] - Other notable performers included ST Dongshi (603377) with a 5.10% increase, closing at 4.33, and Chuangyeti Ma (300688) with a 2.94% increase, closing at 32.22 [1] - Conversely, Kevin Education (002659) and Guomai Technology (002093) experienced declines of 2.20% and 1.48%, closing at 5.79 and 12.01 respectively [2] Capital Flow - The education sector saw a net inflow of 100 million yuan from institutional investors, while retail investors experienced a net outflow of approximately 91 million yuan [2] - The capital flow data indicates that major stocks like Kede Education (300192) and Chuangyeti Ma (300688) attracted significant net inflows of 50.16 million yuan and 45.88 million yuan respectively [3] - In contrast, stocks like Xueda Education (000526) and Angli Education (600661) faced net outflows of 1.19 million yuan and 1.49 million yuan respectively [3]

Core Insights - The education sector experienced a rise of 1.57% on November 17, with Kede Education leading the gains [1] - The Shanghai Composite Index closed at 3972.03, down 0.46%, while the Shenzhen Component Index closed at 13202.0, down 0.11% [1] Education Sector Performance - Kede Education (300192) closed at 19.28, up 6.28%, with a trading volume of 295,400 shares and a transaction value of 562 million [1] - Chuangye Denghao (300688) closed at 31.30, up 4.40%, with a trading volume of 149,000 shares [1] - Dou Shen Education (300010) closed at 6.82, up 2.56%, with a trading volume of 478,000 shares [1] - Guomai Technology (002093) closed at 12.19, up 2.44%, with a trading volume of 155,710 shares [1] - Quantu Education (300359) closed at 5.85, up 2.27%, with a trading volume of 113,100 shares and a transaction value of 65.56 million [1] - Kevin Education (002659) closed at 5.92, up 1.89%, with a trading volume of 162,100 shares and a transaction value of 95.41 million [1] - Other notable performances include Bo Rui Communication (600880) up 1.57% and Xingdong Education (605098) up 0.97% [1] Capital Flow Analysis - The education sector saw a net inflow of 32.33 million from institutional investors, while retail investors experienced a net outflow of 52.06 million [2] - Kede Education had a net inflow of 30.19 million from institutional investors, while retail investors had a net outflow of 26.26 million [3] - Chuangye Denghao recorded a net inflow of 23.62 million from institutional investors, with retail investors seeing a net outflow of 35.19 million [3] - Dou Shen Education had a net inflow of 22.35 million from institutional investors, while retail investors had a net outflow of 16.70 million [3]

Investment Rating - The report maintains a "Positive" investment rating for the social services industry [10] Core Insights - In the first three quarters of 2025, the overall revenue of the social services industry increased by 1.8% year-on-year, with positive growth in all sub-sectors except for duty-free and hotel sectors [2][19] - The overall net profit excluding non-recurring items decreased by 6.51% year-on-year, with significant variations across sectors; hotels and human resources sectors showed increases of 13.51% and 5.41% respectively, while sectors like tourism, education, dining, duty-free, and outbound tourism experienced declines [2][19] - The third quarter showed a marginal improvement with a revenue increase of 3.64% year-on-year and a net profit decrease of 4.28% [2][19] Summary by Relevant Sections Revenue Overview - The overall revenue growth for the social services industry was 1.8% year-on-year in the first three quarters of 2025, with a notable increase of 3.64% in the third quarter [19] - Sub-sectors such as outbound tourism, human resources, education, and scenic spots saw revenue growth rates of 10.53%, 9.57%, 4.41%, and 1.41% respectively, while dining and duty-free sectors faced declines [20][22] Profitability Analysis - The overall net profit excluding non-recurring items for the industry decreased by 6.51% year-on-year, with hotels and human resources sectors showing positive growth [23][24] - The hotel sector benefited from effective cost control, while other sectors like scenic spots, education, dining, and duty-free faced significant profit declines [23][24] Cash Flow Insights - The cash flow situation showed signs of improvement, with human resources, dining, and scenic spots experiencing increases in net cash flow [34] - The overall cash flow performance remained weak, with several sectors showing declines in cash flow relative to revenue [34] Sector-Specific Opportunities - In the education sector, high-quality institutions are expected to see stable growth, particularly with the integration of AI technologies [7][41] - The human resources sector is experiencing structural recovery, supported by employment policies and AI technology [7][41] - The hotel sector is witnessing a recovery in RevPAR, with leading hotel groups resuming rapid expansion [7][41] - The duty-free sector is seeing a narrowing of sales declines, with expectations for new policies to stimulate growth [8][41] - The dining sector is currently facing challenges due to regulatory impacts, but some companies are managing to maintain stable growth [7][41] - The scenic spots sector is benefiting from increased domestic tourism, particularly among rural residents [7][41]

证券代码：600661 证券简称：昂立教育编号：临2025-045 上海新南洋昂立教育科技股份有限公司关于再次延期回复上海证券交易所《关于资产收购事项问询函》 的公告 登录新浪财经APP 搜索【信披】查看更多考评等级 2025年11月14日 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》"），具体内容详见公司于 2025年10月31日披露的《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》（公告编号： 2025-043）。 公司收到《问询函》后高度重视，积极组织各方对《问询函》涉及的问题进行回复。截至本公告披露 日，回复内容尚需进一步补充和完善，为确保回复内容的真实、准确、完整，经向上海证券交易所申 请，公司将再次延期回复《问询函》，延期时间不超过5个交易日。由此给投资者带来的不便，敬请谅 解。 公司将继续积极推进回复工作，组织各方尽 ...

Major Events - Guotai Group acquired 100% equity of Beikuan Baomao for 110 million yuan through public bidding [3] - People's Tongtai stock price has a risk of rapid decline after a 46.43% increase over four consecutive trading days [4] - Huasheng Lithium's revenue increased by 62% in the first three quarters, but the company still reported a loss of 102.97 million yuan [5] - Haizike received approval for clinical trials of the innovative drug HSK39297 for age-related macular degeneration [6] - Angli Education postponed its response to an asset acquisition inquiry for no more than five trading days [7] - Shuguang Co. terminated its plan to issue shares to specific targets, and the Shanghai Stock Exchange has decided to terminate the review [8] Performance Overview - JD Group reported third-quarter revenue of 299.1 billion yuan, a year-on-year increase of 14.9% [9] - SMIC's third-quarter net profit was 1.517 billion yuan, up 43.1% year-on-year [10] - Tencent Holdings achieved third-quarter revenue of 192.87 billion yuan, a 15% year-on-year growth [11] - Lu'an Huaneng's coal sales in October reached 3.78 million tons, a year-on-year increase of 3.28% [12] Shareholding Changes - Haicheng Bangda's director plans to reduce holdings by no more than 0.97% due to personal financial needs [13] - Qisheng Technology's major shareholder reduced their stake to 40% after a transaction [14] - Tianwei Electronics' major shareholder reduced their stake to below 5% [15] - Zhongzi Technology's major shareholders collectively reduced their stake by 1.35% [16] Major Contracts - Lizhong Group's subsidiary received project confirmations with an estimated total sales of approximately 1.135 billion yuan [18] - Anhui Construction's subsidiary won a project bid worth 1.753 billion yuan [19]