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入主2个月,溢价200%注入劣质资产?新疆火炬:买壳花的钱,靠关联交易就收回了一半

Core Viewpoint - The acquisition of Yushan Litai by Xinjiang Torch at a price significantly above its book value raises concerns about potential related-party transactions and the rationale behind such a high premium [2][4][8]. Group 1: Acquisition Details - Xinjiang Torch announced the acquisition of 100% equity in Yushan Litai for 125 million, representing a 203.20% premium over its book value [2][4]. - The counterparty, Jiangxi Zhongjiu Natural Gas Group, became the indirect controlling shareholder of Xinjiang Torch just two months prior to the transaction [2][4]. - The acquisition has drawn scrutiny from the exchange, leading to an inquiry from Xinjiang Torch, which took two weeks to respond [2][3]. Group 2: Financial Performance of Yushan Litai - Yushan Litai's gross profit margins for gas sales were 9%, 13%, and 12% for the years 2023, 2024, and Q1 2025, respectively, which are significantly lower than Xinjiang Torch's margins exceeding 20% [9][11]. - The financial health of Yushan Litai is concerning, with cash on hand at only 7.13 million and interest-bearing debt at 50.74 million, resulting in a high debt ratio of 41.3% [12][13]. - Yushan Litai's projected net profits for 2024 are 9.55 million, with performance commitments for the following years, indicating a modest growth expectation [14][15]. Group 3: Strategic Considerations - The rationale for acquiring a company located over 4,000 kilometers away raises questions about the strategic logic, especially given Xinjiang's abundant natural gas resources [17][25]. - Xinjiang Torch has previously focused on expanding its operations in regions adjacent to its existing infrastructure, making this acquisition appear inconsistent with past strategies [22][25]. - The company has indicated that external growth through acquisitions will be a focus for 2025, suggesting a shift in strategic direction [28][31]. Group 4: Financial Implications for Xinjiang Torch - The financial burden of the acquisition is significant, with Xinjiang Torch's cash reserves dwindling to 220 million by Q1 2025, raising concerns about liquidity [33][32]. - Jiangxi Zhongjiu has profited substantially from these transactions, having recouped a significant portion of its investment in Xinjiang Torch through high-premium sales [39][40].