ZCIGC(SZ:002761) Xin Lang Cai Jing·2025-11-18 15:37Core Viewpoint - Zhejiang Construction Investment Group Co., Ltd. (referred to as "Zhejiang Jian Tou") has provided a detailed response regarding the acquisition of minority stakes in its subsidiaries, emphasizing compliance and operational status of the target assets [1][2]. Group 1: Compliance and Financial Structure - The investment from Guoxin Jian Yuan Fund does not constitute "equity disguised as debt," and the accounting treatment aligns with enterprise accounting standards [2][3]. - The fund's investment was made through a public listing process, with share prices based on assessed values, and the fund has significant influence over the subsidiaries' management [2][3]. - The accounting treatment includes recognizing the investment as equity and potential buyback obligations as financial liabilities, which is compliant with regulatory standards [2][3]. Group 2: Acquisition Necessity - The acquisition involves purchasing 13.05%, 24.73%, and 24.78% stakes in Zhejiang Yi Jian, Zhejiang Er Jian, and Zhejiang San Jian, respectively, converting them into wholly-owned subsidiaries [3]. - Post-acquisition, the net profit attributable to the parent company is projected to increase by 19.13% to 995 million yuan, with a reduction in the debt-to-asset ratio from 92.13% to 90.84% [3]. - The acquisition aligns with national policies aimed at reducing leverage, with the subsidiaries' average debt-to-asset ratio decreasing by approximately 5 percentage points since 2020 [3]. Group 3: Operational Challenges and Resilience - The subsidiaries are experiencing revenue and profit declines due to market adjustments and increased competition, with projected revenue drops of 10.51% and 15.06% for Zhejiang Er Jian and Zhejiang San Jian, respectively [4]. - Despite challenges, there are positive indicators with new contract signings showing significant growth, particularly in public construction and smart building sectors [4]. - The subsidiaries' order backlog and new contracts suggest a potential recovery as urban renewal policies and large-scale projects are implemented [4]. Group 4: Customer and Supplier Risk Management - The major clients of the subsidiaries are primarily state-owned enterprises, with accounts receivable provisions in line with industry standards [5][6]. - Supplier relationships are stable, with procurement processes conducted through public bidding, ensuring competitive pricing [5][6]. - The independent financial advisor and accountants have confirmed that the transaction meets regulatory requirements and that there are no significant liquidity risks associated with the target assets [6].