GREENSUM ECOLOGY(SZ:300948) Xin Lang Cai Jing·2025-12-11 02:52Core Viewpoint - The article discusses a controversial capital operation involving the ecological restoration company Guanzhong Ecological (300948) acquiring the AI tax service provider "Jing Suan Jia," while the original controlling shareholders transfer their shares and voting rights, allowing Jin Chunping and his controlled Deep Blue Finance to acquire control of the listed company at a low cost of 220 million yuan. This "quasi-shell" operation is filled with intriguing details regarding the quality of the target, transaction price, and operational path [2]. Group 1: Company Overview - Guanzhong Ecological, established in 2000, focuses on ecological restoration and municipal construction projects, heavily relying on government contracts, which has led to a decline in performance due to tightening local government finances [3]. - The company's financial data shows a continuous decline in revenue and net profit from 2022 to 2025, with 2024 revenue dropping by 61.46% to 145 million yuan and a net loss of 70.9 million yuan [3][4]. - As of Q3 2025, Guanzhong Ecological had accounts receivable of 545 million yuan, which is 3.75 times its total revenue for 2024, indicating significant cash flow pressure [3]. Group 2: Target Company Analysis - The acquired company, Jing Suan Jia, established in September 2022, provides customized tax services for small and micro enterprises but raises several red flags regarding its scale and operations [6]. - In 2024, Jing Suan Jia reported an unaudited revenue of 47.97 million yuan and a net profit of 7.92 million yuan, with a very small office space and only about 10 employees, raising questions about its 560 million yuan valuation [6]. - The company has minimal public information and its core product was only launched two months before the transaction, lacking a proven business model [6]. Group 3: Acquisition Details - The transaction consists of two parts: Guanzhong Ecological will cash purchase 51% of Jing Suan Jia for a maximum price of 286 million yuan, which corresponds to a price-to-earnings ratio of nearly 71 times, significantly higher than the industry average [10][15]. - The second part involves Deep Blue Finance acquiring 15.5% of Guanzhong Ecological's shares through a combination of share transfer and voting rights relinquishment, allowing it to become the controlling shareholder at a low cost [12][14]. - The original controlling shareholders will relinquish their voting rights for 33.74% of their shares, enabling Deep Blue Finance to control the company with only 10.5% of the shares [12][14]. Group 4: Market Reaction - Following the announcement of the transaction, Guanzhong Ecological's stock price experienced a significant increase, hitting a peak of 23.23 yuan per share, doubling from the pre-announcement price of 11.20 yuan [13]. Group 5: Key Highlights of the Transaction - The transaction allows Deep Blue Finance to acquire control at a low cost of 220 million yuan for 10.5% of the shares, raising concerns about potential hidden agreements and the impact on minority shareholders [14]. - The high valuation of Jing Suan Jia, despite its small size and lack of audited financials, has led to skepticism regarding the rationale behind the acquisition price [15]. - The transaction structure avoids triggering major asset restructuring regulations, allowing for a smoother process without significant regulatory hurdles [17][18].