Core Viewpoint - New Life (SZ301323) plans to acquire 100% equity of Guangzhou Jinnan Magnetic Materials Co., Ltd. for 1.054 billion yuan, which constitutes a related party transaction due to the common control by Wang Xiaoming [1][4][6] Group 1: Acquisition Details - The total transaction price for the acquisition is 1.054 billion yuan, with approximately 100 million yuan to be paid in cash and the remainder through share issuance [5][6] - The actual controller of Jinnan Magnetic Materials is also Wang Xiaoming, who is the actual controller of New Life [6][8] - The valuation report indicates that the equity value of Jinnan Magnetic Materials is approximately 1.055 billion yuan, with a net asset book value of about 590 million yuan, resulting in a valuation increase of over 460 million yuan and a valuation rate of 79.09% [8] Group 2: Client Relationship and Business Model - Shenzhen Jingfenghong is identified as the second-largest customer of Jinnan Magnetic Materials in 2023, with sales amounting to 26.299 million yuan [8][10] - The operational scale of Shenzhen Jingfenghong appears limited, with only one employee present at the office during a site visit, indicating a reliance on channel resources and customer relationship maintenance rather than large-scale production [3][9] - New Life has conducted due diligence on Jinnan Magnetic Materials' major clients, confirming the authenticity of transactions despite the limited operational scale of Shenzhen Jingfenghong [10] Group 3: Performance Commitments - Jinnan Magnetic Materials demonstrated strong growth, with net profit after deducting non-recurring gains increasing from 52.447 million yuan in 2023 to 81.4616 million yuan in 2024, reflecting a growth rate of 55.32% [10] - However, the performance commitments made by the transaction parties indicate a significant slowdown in expected profit growth, with promised net profits of 81.5659 million yuan, 88.6917 million yuan, and 94.1408 million yuan for 2025, 2026, and 2027 respectively, showing minimal growth compared to previous years [10] - New Life attributes the conservative performance commitments to a careful assessment of the current macroeconomic environment, industry cycles, and uncertainties in raw material prices and downstream demand [10]
新莱福10.54亿元关联并购调查：实探标的公司前“大客户”，注册地为何仅1人办公？