SXN(SH:600661) Zhong Guo Jing Ji Wang·2025-10-31 07:29Core Viewpoint - Shanghai New Nanyang Angli Education Technology Co., Ltd. (referred to as "Angli Education") plans to acquire 100% equity of Shanghai Leyou Yutu International Travel Agency Co., Ltd. for a transaction price of 38 million yuan, representing a premium of 516.23% over the company's net asset value of -9.1295 million yuan [1][3]. Group 1: Asset Evaluation - The company used both asset-based and income approaches for the valuation of the target company, resulting in an asset-based valuation of -9.1254 million yuan (an increase of 0.04%) and an income-based valuation of 38.5 million yuan (an increase of 521.71%) [3]. - The final transaction price of 38 million yuan is based on the income approach, with an expected goodwill of approximately 47 million yuan [3]. Group 2: Target Company Operations - The target company primarily engages in tourism, with reported revenues of 65.9225 million yuan and 38.6414 million yuan for 2024 and the first half of 2025, respectively, and net losses of 435,800 yuan and 567,200 yuan for the same periods [4]. - The related parties have committed that the target company will achieve a total audited revenue of no less than 480 million yuan and a total audited net profit of no less than 5 million yuan from 2025 to 2028 [4]. Group 3: Payment Terms - The transaction price will be paid in two installments: 35 million yuan for the first installment and 3 million yuan for the second installment, contingent upon certain conditions [5]. - Shanghai Xianghong will manage the working capital of Shanghai Leyou, and will repay its funding occupation after receiving the first installment [5]. Group 4: Board Review - During the board meeting, 4 out of 11 directors abstained from voting on the acquisition, citing concerns over project clarity and the uncertainty of business synergy between the target company and Angli Education [6][7]. - Independent directors expressed doubts regarding the acquisition's support for the main business and suggested exploring cooperation rather than acquisition if business synergy exists [8][9].