小西牛2025年业绩明显下滑仍5亿元收购被问询，光明乳业回复

Core Viewpoint - The company, Bright Dairy, is responding to regulatory inquiries regarding its proposed acquisition of the remaining 40% stake in its subsidiary, Xiaoxiniu, amidst concerns about the subsidiary's declining performance and unmet earnings commitments [1] Group 1: Acquisition Justification - The primary reason for the acquisition is to fulfill the 2021 agreement for the purchase of 60% of shares, as the seller, Huzhou Fuxin, has exercised its option to sell, and refusal could lead to breach of contract and litigation risks [1] - The company argues that the decline in Xiaoxiniu's performance is due to short-term factors, including a nationwide decrease in liquid milk market volume and value, as well as uncertainties from ongoing negotiations affecting management focus [1] Group 2: Strategic Significance - The acquisition is emphasized to have clear strategic significance, aiming to integrate Xiaoxiniu's quality milk sources and regional channels, thereby enhancing the company's market presence in the northwest [2] - The transaction price has been negotiated down to 500 million yuan, which corresponds to a lower price-to-earnings (PE) ratio compared to previous acquisitions and industry averages, ensuring the protection of the company's interests [2] - A prior performance compensation of 32.43 million yuan will be deducted from the transaction price, further safeguarding the company's rights and aligning with long-term development strategies and shareholder interests [2]