公告强调，本次交易所需资金全部来源于股份受让方的自有资金，不存在直接或间接来源于上市公司及其关联方的情形，也不存在利用本次收购的股份进行 质押融资的情形。截至公告日，股份受让方的自有资金已覆盖本次股份转让总价款的90%以上。 从经营层面看，科德教育近年来面临一定压力。根据公司2025年第三季度报告，2025年7—9月实现营业收入1.91亿元，同比下降8.08%；扣非净利润3890.67 万元，同比下降9.79%。尽管归属于上市公司股东的净资产仍保持增长（截至三季度末为9.81亿元，同比增长4.78%），但营收与利润双降反映出主业增长乏 力。同期，公司大幅增加银行理财投资（交易性金融资产同比增600%）、预收学费（合同负债增57.88%）及租赁资产（使用权资产增63.31%），显示其在 传统业务之外尝试多元化资金配置。 在此之前，科德教育多位股东已陆续实施减持。公司控股股东、实际控制人吴贤良的减持行动分阶段展开：2025年10月16日至11月5日期间，其通过集中竞 价方式合计减持3,291,433股，占公司总股本的1%，减持均价为18.16元/股，套现约5976万元，持股比例由27.57%降至26.57%。 作 ...

Core Viewpoint - The acquisition of Shanghai Siyuanli Industrial Co., Ltd. by Meili Tianyuan for a total consideration of RMB 1.25 billion (approximately HKD 1.369 billion) is a strategic move aimed at enhancing the company's market position in the beauty and healthcare industry, despite the challenges posed by the current market conditions [2][4]. Acquisition Details - The acquisition is structured as a combination of cash and equity, with a total cash consideration of RMB 835.9 million (approximately HKD 915.6 million) and the issuance of 15,798,147 new shares to SYL Holding, representing about 6.70% of the total shares outstanding at the announcement date [4]. - The cash component includes RMB 325 million for domestic acquisition and RMB 510.9 million for overseas acquisition, with the share issuance priced at HKD 28.71 per share, reflecting discounts of approximately 19.67% and 21.13% compared to the last trading day and the average of the previous five trading days, respectively [4]. Seller Background - SYL Holding, the seller, is backed by MBK Partners, a prominent private equity firm in Asia with over USD 30 billion in assets under management, focusing on investments in North Asia [5]. - MBK Partners previously acquired 100% of Siyuanli, with total payments amounting to RMB 1.74 billion during the acquisition period from 2018 to 2020 [5]. Financial Performance of Siyuanli - Siyuanli's revenue and net profit have shown significant fluctuations over the years, with a peak revenue of RMB 6.73 billion in 2019 and a net profit of RMB 1.04 billion in the same year. However, the company faced losses in 2021 and 2022 before returning to profitability in 2023 [6][7]. Valuation Methodology - The valuation for the acquisition utilized both the Discounted Cash Flow (DCF) method and market comparison methods, focusing on Price-to-Earnings (P/E) and Enterprise Value-to-Sales (EV/Sales) ratios [10][12]. - The average P/E ratio calculated was 22.7x, and the average EV/Sales ratio was 1.7x, with adjustments made for liquidity discounts and control premiums due to the private nature of Siyuanli [13]. Strategic Implications - For MBK Partners, the exit from Siyuanli represents a timely realization of investment returns amid a challenging market environment, while for Meili Tianyuan, this acquisition is positioned as a strategic investment to bolster its market presence [7][16]. - Meili Tianyuan's business model has evolved post-acquisition, focusing on a dual beauty and healthcare strategy, which has shown resilience in attracting new members and increasing conversion rates to high-end services [18].