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梅雁吉祥: 广东梅雁吉祥水电股份有限公司关于购买资产的公告

Transaction Overview - The company Guangdong Meiyan Jixiang Water Power Co., Ltd. is acquiring 65% equity of Shanghai Xinjiyu Information Technology Service Co., Ltd. for a total price of 105.95 million yuan [1][2] - The transaction aims to expand the company's BPO (Business Process Outsourcing) business and enhance its core competitiveness and sustainable development capabilities [2][3] - The acquisition will not constitute a related party transaction or a major asset restructuring, and it does not require approval from the shareholders' meeting [1][4] Financial Information - The target company, Shanghai Xinjiyu, has a registered capital of 10 million yuan, which was increased to 1 million yuan in April 2016, and currently has a paid-in capital of 1 million yuan [6] - As of the disclosure date, the target company has total assets of approximately 97.90 million yuan and total liabilities of about 53.30 million yuan, resulting in a net asset value of approximately 44.59 million yuan [9][17] - The target company reported operating income of approximately 66.76 million yuan and a net profit of about 4.92 million yuan [9][17] Valuation and Assessment - The valuation of the target company was conducted using both the income approach and market approach, with the income approach yielding a value of 163.23 million yuan, representing a 266.03% increase over its book value [10][18] - The market approach estimated the market value at 173.32 million yuan, indicating an increase of 288.67% over the book value [12][18] - The assessment results show a discrepancy of 1.01 million yuan between the two methods, which is within a reasonable range of 20% [18][20] Future Projections - The target company is expected to maintain a growth trajectory in the BPO sector, with a projected increase in operating income and profitability over the coming years [14][15] - The company anticipates a gradual improvement in gross profit margins, with forecasts indicating a gross margin of 11.07% for the second half of 2025 and increasing to 12.75% by 2030 [15][16] Transaction Structure - The payment for the acquisition will be made in installments, with the first payment of 40 million yuan due within five working days after the agreement takes effect [21][22] - The transaction includes provisions for performance guarantees and potential compensation if the target company fails to meet agreed performance metrics during the commitment period [2][21]