“跨界”公告前突然涨停 九鼎投资收交易所问询函

Core Viewpoint - The stock price of Jiuding Investment surged before and after the announcement of its acquisition of Nanjing Shenyuan Intelligent Technology Co., Ltd, raising concerns about potential insider trading and the financial viability of the acquisition target [2][3][4]. Group 1: Acquisition Details - Jiuding Investment announced plans to acquire a 53.2897% stake in Nanjing Shenyuan for RMB 213 million, which will make it a subsidiary included in Jiuding's consolidated financial statements [2]. - Nanjing Shenyuan, established in 2012, specializes in six-dimensional force sensors and related products, but is currently operating at a loss [2][3]. - The acquisition does not constitute a related party transaction or a major asset restructuring, and does not require shareholder approval [2]. Group 2: Financial Performance - Nanjing Shenyuan reported revenues of RMB 2.088 million and RMB 0.1638 million for 2024 and the first four months of 2025, respectively, with net losses of RMB 5.7349 million and RMB 2.7954 million [3]. - Jiuding Investment's revenue for 2023 and 2024 was RMB 281 million and RMB 338 million, with net profits of RMB 15 million and a loss of RMB 268 million, respectively [3]. - The company anticipates a net loss of RMB 55 million to RMB 44 million for the first half of 2025 [3]. Group 3: Regulatory Scrutiny - The Shanghai Stock Exchange has requested additional disclosures regarding Nanjing Shenyuan's business model, technology barriers, and future customer acquisition strategies [3][4]. - Concerns have been raised about the fairness of the transaction, as Nanjing Shenyuan's net assets were valued at RMB 9.881 million while the acquisition was priced at RMB 300 million, with no performance guarantees or buyback clauses included [4]. - The exchange is also investigating potential insider trading, requiring Jiuding Investment to disclose the details of the acquisition planning process and the individuals involved [4][5].