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梅雁吉祥: 广东梅雁吉祥水电股份有限公司关于收到上海证券交易所问询函的公告

Core Viewpoint - The company received an inquiry letter from the Shanghai Stock Exchange regarding its acquisition of a 65% stake in Shanghai Xinjiyu Information Technology Service Co., Ltd, raising questions about the necessity and rationale of the transaction, as well as the valuation and performance commitments associated with the acquisition [1][2][3]. Group 1: Transaction Necessity and Business Integration - The target company, Xinjiyu, primarily engages in customer service and e-commerce outsourcing, which is unrelated to the company's current main business [1]. - The inquiry requests detailed information on the market size, competitive landscape, and technological changes in the e-commerce outsourcing industry, as well as the target company's business model, major clients, and employee structure [2]. - The company is asked to explain the necessity and rationale for the cross-industry acquisition, including the core competitiveness of the target company under a light asset model [2]. Group 2: Transaction Pricing and Goodwill - The acquisition is based on market and income approaches, with the target company's net assets valued at 44.59 million yuan and an estimated valuation of 173.32 million yuan, resulting in a valuation premium of 288.67% [2][3]. - The company is required to disclose the basis and calculation process for the income approach, including revenue, costs, and cash flow forecasts, and to justify the significant increase in valuation compared to previous transactions [3]. - The inquiry emphasizes the need to assess the reasonableness of the chosen valuation method and the potential risks associated with the large goodwill expected from the transaction [3]. Group 3: Performance Commitments and Incentives - The transaction includes performance commitments, with the target company expected to achieve a total net profit of no less than 55 million yuan from 2025 to 2028, and a minimum revenue of 90 million yuan for the latter half of 2025 [3][4]. - The company must provide evidence of the feasibility of these performance commitments based on market conditions, existing orders, and financial forecasts [4]. - The inquiry also questions the necessity and rationale behind the performance incentive arrangements and the measures to prevent early fulfillment of commitments or significant declines in performance post-commitment period [4]. Group 4: Related Party Transactions and Other Receivables - The audit report indicates that the target company has other receivables amounting to 1.1916 million yuan, including loans to shareholders, raising concerns about the independence of the target company [4]. - The company is asked to clarify the reasons for these related party transactions and the status of the receivables, as well as the implications of fixed assets being registered under shareholders' names [4]. - The inquiry calls for measures to strengthen internal controls and manage related party transactions effectively [4].