NCFC(SH:600889) Xin Lang Cai Jing·2025-10-15 04:18Core Viewpoint - Nanjing Chemical Fiber's major asset swap plan, initially celebrated in the market, is now revealing significant issues as new transaction reports disclose the underlying problems with the injected assets and the company's financial health [1][2][5]. Company Overview - Nanjing Chemical Fiber, a long-established viscose staple fiber enterprise, has been struggling with continuous losses over the past seven years, exacerbated by industry cyclicality, tightening environmental regulations, and rising raw material costs [2][3]. - The company reported a 55.42% year-on-year decline in revenue for the first half of 2025, with a historical low gross margin of -25.84% and a rising debt ratio of 76.25% [2][3]. Asset Swap Details - The asset swap involves Nanjing Chemical Fiber divesting its loss-making viscose staple fiber business and acquiring Nanjing Process Equipment Manufacturing Co., which is perceived as a "quality asset" due to its association with humanoid robot components and national champion status in manufacturing [2][4]. - Nanjing Process Equipment's revenue for the first five months of 2025 is projected at 202 million yuan, with net profit after deducting non-recurring items at 16.99 million yuan, indicating stagnant performance over the past three years [6][8]. Financial Performance - Nanjing Process Equipment's main products, including ball screw assemblies, have seen a revenue share increase from 46.92% in 2023 to 54.56% in 2025, while the gross margin has been declining due to intensified market competition [6][9]. - The gross margin for the main business dropped from 34.10% in 2023 to 30.46% in the first five months of 2025, attributed to aggressive pricing strategies to maintain market share [8][9]. Customer Concerns - A significant concern arises from Nanjing Process Equipment's largest customer, Qingdao Jiayue Electromechanical Co., which reported zero insured employees despite being a major client, raising suspicions about the legitimacy of sales figures [10][12][14]. - The sales amount to Jiayue Electromechanical nearly doubled in 2024 compared to 2023, yet the company reported a drastic reduction in its workforce, indicating potential issues with the reliability of reported sales data [10][12][14]. Valuation Issues - The valuation of Nanjing Process Equipment has surged by 70% over 27 months, raising questions about the rationale behind such an increase, especially given the stagnant performance of the company [15][16]. - The asset valuation for the swap is set at 1.607 billion yuan, while the divested assets from Nanjing Chemical Fiber are valued at 729 million yuan, highlighting a significant disparity in perceived value [16][19]. Regulatory Status - The major asset swap is still under review and requires approval from shareholders and regulatory bodies, with preliminary approval from the Jiangsu Provincial State-owned Assets Supervision and Administration Commission [19].