JD Capital(SH:600053) Zhong Guo Jing Ji Wang·2025-08-15 03:27Core Viewpoint - The company, Kunwu Jiuding Investment, announced plans to acquire a 53.2897% stake in Nanjing Shenyuan Intelligent Technology Co., Ltd. for RMB 21,315.88 million, which will make Nanjing Shenyuan a subsidiary included in the company's consolidated financial statements. The transaction does not constitute a related party transaction or a major asset restructuring and does not require shareholder approval [1][3]. Group 1: Transaction Details - The acquisition is aimed at gaining control over Nanjing Shenyuan, which primarily engages in six-dimensional force sensors and force measurement business. The company reported revenues of RMB 208.80 million in 2024 and RMB 16.38 million in the first four months of 2025, with net losses of RMB 573.49 million and RMB 279.54 million respectively, indicating pressure on profitability [2][4]. - The listed company’s main business includes private equity investment management and real estate development, with reported revenues of RMB 281 million in 2023 and RMB 338 million in 2024, and a net profit of RMB 15 million in 2023, followed by a net loss of RMB 268 million in 2024. The forecast for the first half of 2025 indicates a projected net loss of between RMB 55 million and RMB 44 million [2][4]. Group 2: Regulatory Inquiry - The Shanghai Stock Exchange issued an inquiry letter requesting the company to explain the rationale behind the acquisition of a loss-making entity, considering the company's own financial struggles. The inquiry emphasizes the need to assess whether this move could adversely affect the company's ongoing viability and the interests of minority investors [2][4][5]. - The inquiry also seeks clarification on the valuation of Nanjing Shenyuan, which had a net asset value of RMB 9.881 million as of April 2025, while the transaction values the company at RMB 300 million. The company is required to disclose the rationale behind this valuation and the absence of performance commitments or buyback clauses [5][6]. Group 3: Future Plans and Integration - Following the acquisition, the company is expected to outline its strategic plans for integrating Nanjing Shenyuan, including the management of core technical personnel and financial resources. The inquiry requests details on whether the company has the capability to effectively integrate the acquired entity [6][7]. - The inquiry also raises concerns about the independence of Nanjing Shenyuan's core technologies and potential ownership disputes, as well as the impact of the acquisition on the company's cash flow and liquidity [6][7].