红豆股份高溢价收购关联资产引监管问询，业绩预测与历史下滑趋势明显背离

Core Viewpoint - Red Bean Co., Ltd. (600400.SH) is under scrutiny from the Shanghai Stock Exchange regarding its proposed acquisition of online business assets from its controlling shareholder, due to a significant discrepancy between the historical performance decline of the target assets and optimistic future profit forecasts [1] Group 1: Financial Performance - The target assets reported a net profit of 63.78 million yuan in 2022, which is projected to decline to 34.95 million yuan by 2024, indicating a drop of over 45% from 2022 to 2024 [1] - The profit forecast in the acquisition proposal predicts a gradual increase in net profit from 38.85 million yuan in 2026 to 42.46 million yuan in 2028, which contrasts sharply with the historical downward trend [1] Group 2: Company Response - Red Bean Co., Ltd. attributes the historical performance decline to temporary factors such as insufficient working capital, inadequate product supply, and increased investment in the Douyin platform [2] - The company believes that post-transaction, the liquidity of the target assets will improve under unified capital management [2] - The divergence in profit forecasts is explained by three factors: expected stable gross margin, stable expense ratio, and a projected tax rate of 25%, as opposed to the higher effective tax rate experienced recently due to excessive advertising and promotional expenses [2] Group 3: Competitive Dynamics - After the transaction, the target assets will focus on online sales, potentially creating competition with the offline business retained within the Red Bean system [2] - The controlling shareholder has committed to resolving this competitive issue within 60 months post-transaction [2]