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景业智能推溢价465%关联并购收监管函 标的前8月亏1035万承诺全年净赚1000万

Core Viewpoint - The acquisition of a 51% stake in Hefei Shengwen Information Technology Co., Ltd. by Jingye Intelligent (688290.SH) from its controlling shareholder, Hangzhou Xingzhiyuan Holdings Co., Ltd., has raised regulatory scrutiny due to the high premium involved in the transaction, which is valued at 2.15 billion yuan with a premium rate of 464.97% [1][6]. Group 1: Acquisition Details - Jingye Intelligent plans to acquire 51% of Hefei Shengwen for 108 million yuan in cash, which will make Hefei Shengwen a subsidiary of Jingye Intelligent [3][4]. - The controlling shareholder, Hangzhou Xingzhiyuan, acquired the same stake in Hefei Shengwen for only 100 million yuan in May 2024, indicating a profit of 8 million yuan from this transaction [1][6]. - Hefei Shengwen reported revenues of 11.74 million yuan and a net loss of 10.35 million yuan in the first eight months of 2025, raising questions about the feasibility of the performance commitments made by Hangzhou Xingzhiyuan [1][9]. Group 2: Financial Performance - In the first half of 2025, Jingye Intelligent achieved revenues of 110 million yuan, a year-on-year increase of 16.15%, but net profit and non-recurring net profit decreased by 55.3% and 19.51%, respectively [2][9]. - The financial performance of Hefei Shengwen shows a concerning trend, with a total revenue of 48.85 million yuan in 2024 and a net profit of 7.99 million yuan, followed by a significant loss in 2025 [9][10]. - Hefei Shengwen has made performance commitments to achieve non-recurring net profits of at least 1 million yuan, 1.7 million yuan, and 2.2 million yuan for the years 2025 to 2027, totaling no less than 49 million yuan [9]. Group 3: Strategic Implications - The acquisition is seen as a strategic move for Jingye Intelligent to enhance its presence in the military and defense sectors, aiming to integrate special robots and intelligent information systems [8]. - The company is currently facing a bottleneck in revenue growth, with fluctuating financial results since its listing in April 2022 [8].