东莞市华立实业股份有限公司关于收到上海证券交易所问询函的公告

Core Viewpoint - Dongguan Huali Industrial Co., Ltd. has received an inquiry letter from the Shanghai Stock Exchange regarding its proposed acquisition of a 19% stake in Shenghui Clean Group Holdings Limited for HKD 47.5 million, raising questions about the rationale and implications of this cross-industry investment [1][2]. Group 1: Transaction Purpose - The company has shifted its focus from decorative composite materials to water services and membrane filtration materials since November 2024, and previously attempted to acquire a 51% stake in Beijing Zhongke Huilian Technology Co., Ltd. but terminated the deal due to a lack of consensus on key terms [2]. - The proposed acquisition aims to make the company the second-largest shareholder in Shenghui Clean, which specializes in property cleaning and public space cleaning services [2]. - The company's net cash flow from operating activities was negative at CNY 90 million for the first nine months of 2025, a significant decline from the positive cash flow in the same period of 2024 [2]. Group 2: Inquiry on Transaction Details - The acquisition price is set at HKD 0.128 per share, with the target company's stock price having increased by 179% over the last 60 trading days and 253% over the last 120 trading days [4]. - The target company reported a 10.14% increase in revenue for the first half of 2025, but its net profit decreased by 21.78% [4]. - The target company had a workforce of 8,160 employees, generating an average revenue of CNY 82,500 per employee, and its accounts receivable increased by 15.40% to CNY 268 million by the end of 2024 [4]. Group 3: Additional Information Requested - The company is required to disclose the decision-making process and rationale behind the acquisition, especially in light of the previous failed acquisition of Zhongke Huilian [3]. - The inquiry also seeks clarification on the necessity of the investment given the significant cash flow issues and whether it aligns with the company's strategic development plan [3]. - The company must explain the rationale for acquiring a stake in a business that differs significantly from its core operations and how it plans to achieve business synergy and resource sharing [3].