HNHD(SZ:002163) Zheng Quan Zhi Xing·2025-06-09 12:48Overview - The company plans to acquire 51% of Hangzhou Wangying Technology Co., Ltd. through a cash transaction, which will make it a subsidiary of the company [1][2] - The acquisition price for the 51% stake is set at RMB 43,842.46 million, based on an overall valuation of RMB 85,965.60 million for the target company [1][2][16] Transaction Details - The acquisition will be funded through the company's own or self-raised funds, and it has been approved by the company's strategic committee [2] - The transaction does not involve related party transactions and does not constitute a major asset restructuring as defined by regulations [2] - The target company will be included in the company's consolidated financial statements post-acquisition [2] Target Company Information - Hangzhou Wangying Technology Co., Ltd. is a brand e-commerce service provider established in 2009, focusing on providing comprehensive e-commerce services [8][9] - The company has developed a full-service system covering e-commerce operations, brand marketing, warehousing, and data technology [8][9] - Wangying Technology has established a strong presence in the pet economy sector, collaborating with well-known brands and expanding its service offerings [10][11] Financial Performance - As of February 28, 2025, the target company's total assets were RMB 91,044.86 million, with total liabilities of RMB 47,616.94 million, resulting in net assets of RMB 43,427.93 million [13] - The company's revenue for the year ending December 31, 2024, was RMB 64,825.69 million, with a net profit of RMB 5,032.96 million [13] Valuation and Pricing - The valuation of the target company was conducted using both market and income approaches, with the income approach yielding a valuation of RMB 86,475.93 million [15][16] - The final acquisition price reflects a fair and reasonable assessment based on the valuation report, ensuring no harm to the interests of the company and its shareholders [16] Governance and Management - Post-acquisition, the governance structure will allow the acquiring company to nominate the majority of the board members, ensuring control over the target company [22] - The original controlling shareholders will retain a minority stake and have specific rights regarding management and operations [22][30] Strategic Implications - The acquisition aligns with the company's strategy to capitalize on opportunities in the digital economy and consumer sectors [1][8] - The company aims to leverage the target's expertise in e-commerce to enhance its market position and expand its service offerings [8][9]