万辰集团13.8亿元收购:现金扫货推高杠杆至90% 标的净利率低于5%

Core Viewpoint - The recent acquisition of a 49% stake in Nanjing Wanyou Commercial Management Co., Ltd. by Wancheng Group is a strategic move to enhance control over its snack brand "Laiyoupin," but it poses significant financial risks due to a sharp increase in the company's debt levels [1][2][4]. Group 1: Acquisition Details - Wancheng Group has completed the cash acquisition of a 49% stake in Nanjing Wanyou, increasing its total ownership to 75.01% [1][3]. - The acquisition involves a combination of cash payment, share transfer, and voting rights delegation, with shareholders transferring 9.89 million shares (5.27% of total shares) to the original controller of Nanjing Wanyou [1][3]. Group 2: Financial Impact - Following the acquisition, Wancheng Group's debt-to-asset ratio is projected to rise dramatically from 67.57% to 90.97% [2][4]. - The cash payment of 1.379 billion yuan will significantly deplete the company's cash reserves and increase interest-bearing liabilities [5]. - Nanjing Wanyou is expected to meet profit commitments of at least 320 million yuan, 330 million yuan, and 350 million yuan for the years 2025 to 2027, respectively [5]. Group 3: Industry Context - The snack retail industry is characterized by high turnover and low profit margins, with Nanjing Wanyou's net profit margins at 3.19% for 2024 and 3.45% for the first five months of 2025 [5]. - Wancheng Group's overall revenue is projected to exceed 30 billion yuan in 2024, but the net profit margin is only 0.91% [5]. - The sustainability of the low-margin business model under high leverage remains uncertain, especially in the face of intensified competition and potential slowdowns in expansion [5].