Core Viewpoint - Meiyuan Jixiang (600868) plans to acquire 65% of Shanghai Xinjiyu Information Technology Service Co., Ltd. for 106 million yuan to expand its BPO business, despite facing significant financial losses and scrutiny from the Shanghai Stock Exchange regarding the necessity and valuation of the transaction [1][2][3]. Financial Performance - Meiyuan Jixiang has reported continuous losses, with an expected net loss of 32 million to 27 million yuan for the first half of 2025 [1]. - The company recorded a net loss of 82.82 million yuan in 2024, a slight improvement from a 100 million yuan loss in 2023 [6]. - The company's hydroelectric power business generated 224 million yuan in revenue in 2024, a year-on-year increase of 26.51%, with a gross margin of 40.9%, making it the most profitable segment [7]. Acquisition Details - The acquisition of Xinjiyu is valued at a 266.03% premium, with an estimated goodwill of approximately 76 million yuan post-acquisition [2][3]. - Xinjiyu's revenue for 2024 and the first five months of 2025 were reported at 171 million yuan and 66.76 million yuan, respectively, with net profits of 7.44 million yuan and 4.92 million yuan [1]. Business Model and Risks - Xinjiyu primarily operates in customer service and e-commerce outsourcing, with major clients including NIO, Daikin, and Adidas, but its business model is considered light asset [2]. - The Shanghai Stock Exchange has raised concerns about the sustainability of Xinjiyu's business model and the potential risks associated with the integration of the two companies [2][3]. Performance Commitments - Meiyuan Jixiang has set performance commitments for Xinjiyu, requiring a combined net profit of no less than 55 million yuan from 2025 to 2028, with penalties for non-compliance [4][5]. - The company must demonstrate the feasibility of these commitments based on market conditions and existing orders [5]. Market Comparison - Xinjiyu's gross margin of 8.79% is significantly lower than its peers, such as Jingbeifang and Cai'an Financial, which have gross margins of 21.43% and 20.15% for 2024, respectively [5].
砸亿元“跨界”并购,600868遭监管问询!