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溢价超500%买负资产,昂立教育遭问询,公司: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 instability [1][6]. 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 board's unusual decision saw four directors abstaining from voting, indicating internal disagreements regarding the acquisition's strategic fit [4]. - The acquisition is positioned as a strategic move to enter the "silver economy" sector, aiming to create a second growth curve alongside its core education business [1][4]. Group 2: Financial Performance and Valuation - Shanghai Leyou is projected to achieve a cumulative revenue of no less than 480 million yuan over the next four years, as per a performance commitment [2][7]. - The company reported a net loss of 43.58 million yuan in 2024 and 56.72 million yuan in the first half of 2025, necessitating a rapid turnaround to meet financial targets [8]. - The valuation of Shanghai Leyou at 38.5 million yuan is justified by Angli Education through a revenue-based assessment that considers customer resources and operational management, which are not reflected in asset-based evaluations [6]. Group 3: Strategic Rationale - The acquisition is seen as a way to leverage existing customer bases from Angli Education's training business to offer tailored travel services to elderly clients [5]. - Angli Education aims to enhance its operational capabilities by acquiring Shanghai Leyou, which will allow it to enter the market for family and educational travel services [5]. - The company has initiated the "Happy Community" project, with four locations already operational, serving approximately 3,600 members [4].