一笔超70倍P/E的“跨界联姻”：冠中生态5.6亿元现金收购AI财税公司 业绩对赌能否锁定高成长性？

Core Viewpoint - Under pressure from declining performance and control change planning, Guanzhong Ecology (300948.SZ) announced a "cross-border" acquisition plan to acquire 51% of Hangzhou Actuary Artificial Intelligence Technology Co., Ltd. for a valuation of no more than 560 million yuan [2][3] Group 1: Financial Performance - Guanzhong Ecology's revenue and performance have been declining since its listing in 2021, with a significant drop in revenue and net profit in 2025 [3][4] - In the first half of 2025, the company reported revenue of 52.51 million yuan, down 52.33% from 110 million yuan in the same period last year, and a net loss of 3.1861 million yuan, a decline of 137.20% [3][4] - The company attributed its performance decline to tight government finances, leading to slow order fulfillment and difficulties in obtaining new orders [3] Group 2: Acquisition Details - The acquisition target, Hangzhou Actuary, focuses on digital enterprise services, providing customized financial and tax services for small and micro enterprises, showing strong growth with projected revenue of 47.97 million yuan and net profit of 7.92 million yuan for 2024 [4][5] - The acquisition involves a high valuation of 560 million yuan, resulting in a price-to-earnings ratio of nearly 71 times based on Hangzhou Actuary's 2024 net profit [6] - A detailed performance commitment and compensation agreement has been established to ensure expected returns, with compensation obligations if performance targets are not met during the commitment period from 2026 to 2028 [6] Group 3: Control Change and Related Transactions - The transaction is classified as a related party transaction due to the involvement of Shenzhen Huawu Technology Co., Ltd., whose actual controller plans to become the new controlling shareholder of Guanzhong Ecology [7] - Guanzhong Investment and its actual controllers have signed agreements to transfer shares to facilitate this control change, with a total of 21.70 million shares, representing 15.50% of the total shares, to be transferred in two phases [7]