六维力传感器与力测控业务

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九鼎投资收上交所问询函 亏损仍2.13亿买未盈利标的
Zhong Guo Jing Ji Wang· 2025-08-15 03:27
Core Viewpoint - The company, Kunwu Jiuding Investment, announced plans to acquire a 53.2897% stake in Nanjing Shenyuan Intelligent Technology Co., Ltd. for RMB 21,315.88 million, which will make Nanjing Shenyuan a subsidiary included in the company's consolidated financial statements. The transaction does not constitute a related party transaction or a major asset restructuring and does not require shareholder approval [1][3]. Group 1: Transaction Details - The acquisition is aimed at gaining control over Nanjing Shenyuan, which primarily engages in six-dimensional force sensors and force measurement business. The company reported revenues of RMB 208.80 million in 2024 and RMB 16.38 million in the first four months of 2025, with net losses of RMB 573.49 million and RMB 279.54 million respectively, indicating pressure on profitability [2][4]. - The listed company’s main business includes private equity investment management and real estate development, with reported revenues of RMB 281 million in 2023 and RMB 338 million in 2024, and a net profit of RMB 15 million in 2023, followed by a net loss of RMB 268 million in 2024. The forecast for the first half of 2025 indicates a projected net loss of between RMB 55 million and RMB 44 million [2][4]. Group 2: Regulatory Inquiry - The Shanghai Stock Exchange issued an inquiry letter requesting the company to explain the rationale behind the acquisition of a loss-making entity, considering the company's own financial struggles. The inquiry emphasizes the need to assess whether this move could adversely affect the company's ongoing viability and the interests of minority investors [2][4][5]. - The inquiry also seeks clarification on the valuation of Nanjing Shenyuan, which had a net asset value of RMB 9.881 million as of April 2025, while the transaction values the company at RMB 300 million. The company is required to disclose the rationale behind this valuation and the absence of performance commitments or buyback clauses [5][6]. Group 3: Future Plans and Integration - Following the acquisition, the company is expected to outline its strategic plans for integrating Nanjing Shenyuan, including the management of core technical personnel and financial resources. The inquiry requests details on whether the company has the capability to effectively integrate the acquired entity [6][7]. - The inquiry also raises concerns about the independence of Nanjing Shenyuan's core technologies and potential ownership disputes, as well as the impact of the acquisition on the company's cash flow and liquidity [6][7].
九鼎投资商业合理性遭问询,亏损情况下跨界收购未盈利标的
Sou Hu Cai Jing· 2025-08-14 06:26
Core Viewpoint - Jiuding Investment plans to acquire a controlling stake in Nanjing Shenyuan Intelligent Technology Co., Ltd. despite operating losses, aiming to enter the robotics industry and create a second growth curve, which has led to a surge in its stock price [1][3]. Group 1: Acquisition Details - Jiuding Investment intends to acquire 53.2897% of Nanjing Shenyuan for a total consideration of 213 million yuan, with 113 million yuan allocated for purchasing 37.7196% of the equity and an additional 100 million yuan for capital increase to obtain 25% post-investment [1][4]. - The acquisition is characterized as a cross-industry move, as Jiuding's existing business differs from Nanjing Shenyuan's operations, which may introduce integration risks [1][3]. Group 2: Financial Performance - Jiuding Investment reported revenues of 281 million yuan and a net profit of 15 million yuan for 2023, with a projected net loss of 268 million yuan for 2024 and an expected loss of 55 to 44 million yuan for the first half of 2025 [3]. - Nanjing Shenyuan's financials show revenues of 2.088 million yuan in 2024 and 0.1638 million yuan in the first four months of 2025, with net losses of 5.7349 million yuan and 2.7954 million yuan respectively, indicating significant pressure on profitability [2][3]. Group 3: Regulatory Inquiry - The Shanghai Stock Exchange has issued an inquiry letter to Jiuding Investment, requesting additional disclosures regarding Nanjing Shenyuan's business model, technology barriers, and competitive positioning in the humanoid robotics sector [4][5]. - The inquiry also seeks clarification on the rationale behind the acquisition of an unprofitable target amid Jiuding's own financial losses, including the absence of performance commitments or share buyback clauses in the transaction [5].