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砸亿元“跨界”并购,600868遭监管问询!

Core Viewpoint - The article discusses the acquisition of a 65% stake in Shanghai New Jiyu Information Technology Service Co., Ltd. by Meiyan Jixiang (600868.SH) for 106 million yuan, highlighting the significant goodwill impairment risk associated with this cross-industry merger amid the company's ongoing losses [2][4]. Financial Performance - Meiyan Jixiang has been in a state of continuous loss, with an expected net profit loss of 32 million to 27 million yuan for the first half of 2025 [3]. - The company reported a net profit loss of 82.82 million yuan for 2024, a slight improvement from a 100 million yuan loss in 2023, but still not profitable [11]. - The company's hydropower business generated 224 million yuan in revenue in 2024, a year-on-year increase of 26.51%, with a gross margin of 40.9%, making it the most profitable segment [12]. Acquisition Details - The acquisition of New Jiyu is aimed at expanding Meiyan Jixiang's BPO (Business Process Outsourcing) business, with an assessed value increase of 266.03% [2][6]. - New Jiyu's revenue for 2024 and the first five months of 2025 were 171 million yuan and 66.76 million yuan, respectively, with net profits of 7.44 million yuan and 4.92 million yuan [5]. - The transaction will result in approximately 76 million yuan of goodwill on Meiyan Jixiang's consolidated balance sheet [6]. Regulatory Scrutiny - The Shanghai Stock Exchange has raised inquiries regarding the necessity of the transaction, business integration management, transaction pricing, goodwill, performance commitments, and related party transactions [2][6]. - The exchange pointed out that New Jiyu's primary business in customer service and e-commerce outsourcing is unrelated to Meiyan Jixiang's current main business [5][6]. Performance Commitments - Meiyan Jixiang has set performance commitments for New Jiyu, requiring a combined net profit of no less than 55 million yuan from 2025 to 2028, with specific revenue targets for each year [8][9]. - If the performance commitments are not met, there will be cash compensation provisions, indicating a structured approach to mitigate risks associated with the acquisition [8][9]. Market Position and Competition - New Jiyu's gross margin of 8.79% is significantly lower than its peers, such as Jingbeifang and Cai'an Financial, which have gross margins of 21.43% and 20.15%, respectively [7][12]. - The competitive landscape in the geographic information industry has intensified, leading to decreased margins and profitability for Meiyan Jixiang's other business segments [11][13].