万通发展收问询函 收购合理性、内幕交易等方面受关注

Core Viewpoint - The company, Wantong Development, is planning to acquire a 62.98% stake in Shudao Technology for a total investment of 854 million yuan through capital increase and equity transfer, which has raised questions from the stock exchange regarding the rationale and financial implications of the transaction [2][3]. Group 1: Transaction Details - Wantong Development received an inquiry letter from the stock exchange on August 11, requesting further explanations regarding the transaction's rationale, valuation of the target company, payment arrangements, and potential insider trading issues [2]. - The acquisition involves a cash payment of 854 million yuan, to be paid in installments, with the company having a cash balance of 1.168 billion yuan and interest-bearing liabilities of 1.753 billion yuan as of the first quarter of 2025 [3]. - The company plans to hold a board meeting on August 13 to review the acquisition, which does not constitute a major asset restructuring and does not require shareholder approval [2]. Group 2: Target Company Overview - Shudao Technology, established in February 2021, specializes in high-speed interconnect chip design and development, primarily for data transmission between GPUs, but is currently not profitable [2]. - The stock exchange has requested additional disclosures regarding Shudao Technology's business model, major clients, contracts, orders, and key financial data, as well as an analysis of the reasons for its ongoing losses [2]. Group 3: Financial and Operational Concerns - The stock exchange has raised concerns about the potential impact of the acquisition on Wantong Development's cash flow and liquidity, given the company's current financial situation and the high pledge ratio of its controlling shareholder's shares [3]. - There are inquiries regarding any potential related party transactions or conflicts of interest between the target company and Wantong Development's actual controller [3]. - Following the announcement of the acquisition, Wantong Development's stock price reached a limit up on the trading day prior, prompting the stock exchange to investigate potential insider trading [4].