溢价超500%买负资产，4名董事投弃权票！知名教培企业遭问询，披露30页回复：标的公司预计2026年盈利

Core Viewpoint - The acquisition of Shanghai Leyou Yutu International Travel Agency by Angli Education has raised significant concerns due to the target company's negative net assets and a high valuation increase of 521.71% despite its financial struggles [1][8]. Group 1: Acquisition Details - Angli Education plans to acquire 100% of Shanghai Leyou for 38 million yuan, despite the latter having negative net assets [1]. - The acquisition aims to tap into the "silver economy" and create a second growth curve for the company's core education and training business [2][6]. - The target company has a performance commitment to achieve a cumulative revenue of no less than 480 million yuan over the next four years [3]. Group 2: Board Disagreements - The board meeting saw four out of eleven directors abstaining from voting, indicating internal disagreements regarding the acquisition's strategic fit [5]. - Non-independent director Zhang Wenhao expressed concerns about the lack of synergy between education, tourism, and elderly care, citing past acquisition failures [5]. - Independent directors also questioned the acquisition's support for the main business and suggested exploring partnerships before proceeding with the acquisition [5]. Group 3: Strategic Considerations - Angli Education emphasized strategic and business synergies, aiming to leverage its existing customer base of elderly individuals who have both educational and travel needs [7]. - The company has initiated the "Happy Community" project, opening four locations to serve approximately 3,600 members [6][7]. Group 4: Financial Analysis - Shanghai Leyou's net assets were reported at -9.1295 million yuan, yet the acquisition valuation reached 38.5 million yuan due to the application of the income approach, which considers customer resources and sales networks [8]. - A "betting agreement" with the seller requires Shanghai Leyou to achieve a cumulative audited revenue of at least 480 million yuan and a net profit of 5 million yuan over four years, despite current losses [8][12]. - Financial projections indicate that Shanghai Leyou is expected to return to profitability starting in 2026, with significant revenue growth anticipated in subsequent years [10][11].