新大正9.17亿元收购嘉信立恒：未见业绩承诺 一董事反对一独董弃权

Core Viewpoint - The acquisition of 75.15% stake in Jiaxin Liheng by New Dazheng for 917 million yuan is a strategic move to enter the high-growth integrated facilities management (IFM) sector amid declining performance [1][2] Financial Performance - New Dazheng's revenue growth rate has dropped from 24.41% in 2022 to 8.32% in 2024, with net profit declining for two consecutive years, showing a significant drop of 28.95% in 2024 [1] - In the first three quarters of 2025, New Dazheng's revenue experienced a year-on-year decline of 11.82% [1] - Jiaxin Liheng's projected revenues for 2023 and 2024 are 2.841 billion yuan and 2.975 billion yuan, respectively, with net profits of 31 million yuan and 86 million yuan [1] Transaction Details - The transaction is structured as 50% equity and 50% cash, with a total cash consideration of 459 million yuan, which New Dazheng plans to raise through matching funds [1][2] - The valuation of Jiaxin Liheng shows a 29.43% increase, with a book value of 958 million yuan and an assessed value of 1.24 billion yuan as of August 31, 2025 [1] Risks and Concerns - The lack of specific performance commitments from the seller raises concerns about potential goodwill impairment for New Dazheng if Jiaxin Liheng's performance deteriorates [2] - New Dazheng's cash flow situation is precarious, with only 383 million yuan in cash and a negative net cash flow from operating activities of 107 million yuan as of the end of Q3 2025, indicating potential difficulties in meeting cash payment obligations [2] Corporate Governance - The board of directors showed dissent regarding the acquisition, with one vote against and one abstention, highlighting the need for more detailed due diligence and integration plans [2] - Jiaxin Liheng is a product of capital integration, formed by the acquisition of seven facilities management companies, indicating that New Dazheng is acquiring a company still in the process of integration [3] Market Reaction - Prior to the announcement of the major asset restructuring, New Dazheng's stock price experienced consecutive trading limit increases, raising suspicions of insider information leakage [3]