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德创环保关联交易诸多疑惑待解,东江环保、宁波能源身涉其中
Xin Lang Cai Jing· 2025-09-23 05:43
Core Viewpoint - The transaction involving Dechuang Environmental Protection (603177.SH) has raised market concerns due to the unstable performance of the target company, unclear details regarding soil pollution, and various doubts surrounding the historical pricing of equity and the involvement of related parties [1]. Company Performance - Huaxin Environmental Technology Co., Ltd. (华鑫环保), established in 2005, has shown unstable operational performance, with a net profit of 158,500 yuan in 2024, a loss of 3.15 million yuan in 2023, and a profit of 3.06 million yuan in 2022 [4]. - The company primarily handles medical and industrial hazardous waste, with an annual processing capacity of 30,000 tons of industrial hazardous waste and 9,800 tons of medical waste [4]. Industry Background - The hazardous waste disposal industry in Zhejiang Province has faced challenges, with disposal prices dropping significantly from 4,559.9 yuan per ton in 2022 to 1,752.54 yuan per ton in the first half of 2025, impacting Huaxin Environmental's revenue [5]. Transaction Details - The acquisition of 40% equity in Huaxin Environmental by Dechuang's subsidiary Ningbo Yongde Environmental Development Co., Ltd. from Zhejiang Mingyan Asset Management Co., Ltd. is valued at 67.64 million yuan, but lacks performance commitment clauses [6]. - The funding for this transaction will come from Dechuang's own funds and bank loans, despite the company having 246 million yuan in cash, of which 211 million yuan is not classified as cash and cash equivalents [6]. Potential Costs and Liabilities - Huaxin Environmental owns two industrial land parcels, with a total area of 50,569 square meters, but one parcel is currently idle due to soil pollution, and the costs for future soil remediation are uncertain [8]. - There are concerns that Dechuang may incur additional costs for soil remediation after acquiring the equity [9]. Related Party Transactions - The transaction is classified as a related party transaction due to previous financial interactions between Mingyan Asset and Dechuang's controlling shareholder [9]. - Mingyan Asset, which has no significant business operations and is in debt to Dechuang's controlling shareholder, may be selling the equity to repay its debts [12]. Historical Pricing and Valuation - The historical transaction price for the 40% equity in Huaxin Environmental is unclear, with the current transaction price suggesting a decline in the company's valuation over two years [13]. - Discrepancies exist between the book value of Huaxin Environmental reported by East Jiang Environmental and the valuation provided by the appraisal company [18].