Core Viewpoint - The company Meiyan Jixiang (600868) has announced adjustments to the acquisition terms of Shanghai Xinjiyu Information Technology Service Co., Ltd. to further protect its interests and reduce transaction risks [1][2]. Summary by Relevant Sections Acquisition Adjustments - The performance commitment for the target company has been increased from a net profit of 55 million yuan to 61 million yuan for the period from 2025 to 2028 [1]. - The performance guarantee deposit has been raised from 10 million yuan to 20 million yuan [1]. - The performance reward clause for exceeding the profit commitment has been removed [1]. Market Analysis - The e-commerce outsourcing industry is experiencing continuous growth, with the market size expected to increase from 351.62 billion yuan in 2022 to 563.52 billion yuan by 2026 [1]. - The execution amounts for business process outsourcing (BPO) in China were 172.2 billion yuan, 185.8 billion yuan, and 90.23 billion yuan for the years 2023, 2024, and the first half of 2025, reflecting year-on-year growth rates of 17.8%, 7.9%, and 25.7% respectively [1]. Company Profile - The target company, Xinjiyu, specializes in customer service and e-commerce outsourcing, with a stable customer structure where the top five clients accounted for 49.80% and 51.14% of revenue in 2024 and the first five months of 2025, respectively [2]. - Xinjiyu operates under a light asset model, leveraging quality customer resources and innovative service models, which enhances its core competitiveness and sustainability [2]. Integration and Management - The company has completed the formation of a new board of directors and key personnel appointments for Xinjiyu, implementing measures in management, customer relations, employee hiring, financial management, and internal controls [2]. - The company acknowledges potential integration risks, including uncertainties in regional resource complementarity and channel sharing, which could adversely affect Xinjiyu's business development [2]. Financial Considerations - The acquisition is expected to generate goodwill of approximately 76 million yuan, with the company highlighting the risk of goodwill impairment [3]. - The adjusted performance commitments are deemed achievable based on market promotion, customer expansion, order conditions, and profit margin forecasts [3]. - The financial status of the transaction counterpart is sound, and the company has established measures to ensure the payment of potential cash compensation and equity repurchase [3].

Core Viewpoint - Meiyan Jixiang (600868) is initiating a cross-industry acquisition by planning to acquire 65% of Shanghai Xinjiyu Information Technology Service Co., Ltd. for 106 million yuan, aiming to enter the service outsourcing industry [1] Group 1: Acquisition Details - The valuation of Shanghai Xinjiyu's total equity is 163 million yuan, representing a 266.03% increase over its book value [1][2] - Shanghai Xinjiyu, established in 2013, has a registered capital of 10 million yuan, with shareholders holding 65% and 35% respectively [1] - After the acquisition, the shareholding structure will change to 65% for Meiyan Jixiang, 20% for Hou Xinggang, and 15% for Wu Haiyan [1] Group 2: Financial Performance - For the fiscal year 2024, Shanghai Xinjiyu is projected to generate revenue of 171 million yuan and a net profit of 7.44 million yuan [2] - In the first five months of 2025, the company reported revenue of 66.76 million yuan and a net profit of 4.92 million yuan [2] - As of May 2025, total assets were 97.89 million yuan, with net assets of 44.59 million yuan [2] Group 3: Market Position and Growth Potential - Shanghai Xinjiyu has approximately 180 active orders, serving clients across various industries, including NIO, Daikin, and Adidas [3] - The BPO industry is expected to maintain a continuous growth trend, with a diverse competitive landscape and significant market demand [3][4] - The projected gross margin for Shanghai Xinjiyu from 2026 to 2030 is estimated to be between 12.24% and 12.75% [3] Group 4: Regulatory Scrutiny - The high premium in the acquisition has attracted attention from regulatory bodies, with the Shanghai Stock Exchange issuing an inquiry regarding the necessity and reasonableness of the transaction [5][6] - The acquisition is expected to create approximately 76 million yuan in goodwill on the consolidated balance sheet of Meiyan Jixiang [5]

Core Viewpoint - The company received an inquiry letter from the Shanghai Stock Exchange regarding its acquisition of a 65% stake in Shanghai Xinjiyu Information Technology Service Co., Ltd, raising questions about the necessity and rationale of the transaction, as well as the valuation and performance commitments associated with the acquisition [1][2][3]. Group 1: Transaction Necessity and Business Integration - The target company, Xinjiyu, primarily engages in customer service and e-commerce outsourcing, which is unrelated to the company's current main business [1]. - The inquiry requests detailed information on the market size, competitive landscape, and technological changes in the e-commerce outsourcing industry, as well as the target company's business model, major clients, and employee structure [2]. - The company is asked to explain the necessity and rationale for the cross-industry acquisition, including the core competitiveness of the target company under a light asset model [2]. Group 2: Transaction Pricing and Goodwill - The acquisition is based on market and income approaches, with the target company's net assets valued at 44.59 million yuan and an estimated valuation of 173.32 million yuan, resulting in a valuation premium of 288.67% [2][3]. - The company is required to disclose the basis and calculation process for the income approach, including revenue, costs, and cash flow forecasts, and to justify the significant increase in valuation compared to previous transactions [3]. - The inquiry emphasizes the need to assess the reasonableness of the chosen valuation method and the potential risks associated with the large goodwill expected from the transaction [3]. Group 3: Performance Commitments and Incentives - The transaction includes performance commitments, with the target company expected to achieve a total net profit of no less than 55 million yuan from 2025 to 2028, and a minimum revenue of 90 million yuan for the latter half of 2025 [3][4]. - The company must provide evidence of the feasibility of these performance commitments based on market conditions, existing orders, and financial forecasts [4]. - The inquiry also questions the necessity and rationale behind the performance incentive arrangements and the measures to prevent early fulfillment of commitments or significant declines in performance post-commitment period [4]. Group 4: Related Party Transactions and Other Receivables - The audit report indicates that the target company has other receivables amounting to 1.1916 million yuan, including loans to shareholders, raising concerns about the independence of the target company [4]. - The company is asked to clarify the reasons for these related party transactions and the status of the receivables, as well as the implications of fixed assets being registered under shareholders' names [4]. - The inquiry calls for measures to strengthen internal controls and manage related party transactions effectively [4].