Core Viewpoint - The acquisition of a 61% stake in Fujian Zijin Mining Reagent Co., Ltd. by Sains is under scrutiny due to a significant valuation discrepancy, resulting in a goodwill of 169 million yuan, and the absence of performance guarantees in the deal [1][10]. Group 1: Acquisition Details - Sains plans to use its own funds of 183 million yuan to acquire the 61% stake in Zijin Reagent, which will make it a wholly-owned subsidiary [2]. - The previous acquisition of a 39% stake in Zijin Reagent in June 2019 was valued at only 80 million yuan, highlighting a valuation increase of 2.75 times in the current transaction [1][5]. - The acquisition is Sains' first since its listing on the Sci-Tech Innovation Board in November 2022, where it raised approximately 455 million yuan [2]. Group 2: Valuation Concerns - The valuation of Zijin Reagent has raised questions, as its equity value increased from 79.44 million yuan in 2019 to 90.73 million yuan in 2023, a mere 14.21% growth, while the overall valuation surged to 300 million yuan [5][6]. - Sains compared Zijin Reagent's valuation with that of Chongqing Kangpu Chemical Industry Co., Ltd., which has a dynamic price-to-earnings ratio of 21.858, suggesting that Zijin Reagent's estimated value could be higher than the transaction price [6]. Group 3: Financial Performance - Zijin Reagent's net profits from 2020 to 2022 were 8.05 million yuan, 8.76 million yuan, and 10.43 million yuan respectively, with an expected net profit of 20.52 million yuan for 2023 [7]. - The significant increase in expected profits for 2023 has prompted inquiries into the reasons behind this change and its alignment with comparable companies [7]. Group 4: Related Party Transactions - The acquisition involves related parties, as Zijin Mining Group, a major stakeholder, has previously committed to minimizing unnecessary related transactions with Sains [8][9]. - The transaction is expected to increase related party transactions post-acquisition, raising concerns about the fairness and necessity of the deal [9]. Group 5: Goodwill and Performance Guarantees - The acquisition will result in a goodwill of 169 million yuan on Sains' balance sheet, with the exchange not including performance guarantees, which has drawn criticism [10]. - The absence of performance commitments raises questions about the protection of shareholder interests and the rationale behind the timing of the acquisition [10].