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砸亿元“跨界”并购,600868遭监管问询!
中国基金报· 2025-08-20 12:17
Core Viewpoint - The article discusses the acquisition of a 65% stake in Shanghai New Jiyu Information Technology Service Co., Ltd. by Meiyan Jixiang (600868.SH) for 106 million yuan, highlighting the significant goodwill impairment risk associated with this cross-industry merger amid the company's ongoing losses [2][4]. Financial Performance - Meiyan Jixiang has been in a state of continuous loss, with an expected net profit loss of 32 million to 27 million yuan for the first half of 2025 [3]. - The company reported a net profit loss of 82.82 million yuan for 2024, a slight improvement from a 100 million yuan loss in 2023, but still not profitable [11]. - The company's hydropower business generated 224 million yuan in revenue in 2024, a year-on-year increase of 26.51%, with a gross margin of 40.9%, making it the most profitable segment [12]. Acquisition Details - The acquisition of New Jiyu is aimed at expanding Meiyan Jixiang's BPO (Business Process Outsourcing) business, with an assessed value increase of 266.03% [2][6]. - New Jiyu's revenue for 2024 and the first five months of 2025 were 171 million yuan and 66.76 million yuan, respectively, with net profits of 7.44 million yuan and 4.92 million yuan [5]. - The transaction will result in approximately 76 million yuan of goodwill on Meiyan Jixiang's consolidated balance sheet [6]. Regulatory Scrutiny - The Shanghai Stock Exchange has raised inquiries regarding the necessity of the transaction, business integration management, transaction pricing, goodwill, performance commitments, and related party transactions [2][6]. - The exchange pointed out that New Jiyu's primary business in customer service and e-commerce outsourcing is unrelated to Meiyan Jixiang's current main business [5][6]. Performance Commitments - Meiyan Jixiang has set performance commitments for New Jiyu, requiring a combined net profit of no less than 55 million yuan from 2025 to 2028, with specific revenue targets for each year [8][9]. - If the performance commitments are not met, there will be cash compensation provisions, indicating a structured approach to mitigate risks associated with the acquisition [8][9]. Market Position and Competition - New Jiyu's gross margin of 8.79% is significantly lower than its peers, such as Jingbeifang and Cai'an Financial, which have gross margins of 21.43% and 20.15%, respectively [7][12]. - The competitive landscape in the geographic information industry has intensified, leading to decreased margins and profitability for Meiyan Jixiang's other business segments [11][13].
砸亿元“跨界”并购,600868遭监管问询!
Zhong Guo Ji Jin Bao· 2025-08-20 12:04
Core Viewpoint - Meiyuan Jixiang (600868) plans to acquire 65% of Shanghai Xinjiyu Information Technology Service Co., Ltd. for 106 million yuan to expand its BPO business, despite facing significant financial losses and scrutiny from the Shanghai Stock Exchange regarding the necessity and valuation of the transaction [1][2][3]. Financial Performance - Meiyuan Jixiang has reported continuous losses, with an expected net loss of 32 million to 27 million yuan for the first half of 2025 [1]. - The company recorded a net loss of 82.82 million yuan in 2024, a slight improvement from a 100 million yuan loss in 2023 [6]. - The company's hydroelectric power business generated 224 million yuan in revenue in 2024, a year-on-year increase of 26.51%, with a gross margin of 40.9%, making it the most profitable segment [7]. Acquisition Details - The acquisition of Xinjiyu is valued at a 266.03% premium, with an estimated goodwill of approximately 76 million yuan post-acquisition [2][3]. - Xinjiyu's revenue for 2024 and the first five months of 2025 were reported at 171 million yuan and 66.76 million yuan, respectively, with net profits of 7.44 million yuan and 4.92 million yuan [1]. Business Model and Risks - Xinjiyu primarily operates in customer service and e-commerce outsourcing, with major clients including NIO, Daikin, and Adidas, but its business model is considered light asset [2]. - The Shanghai Stock Exchange has raised concerns about the sustainability of Xinjiyu's business model and the potential risks associated with the integration of the two companies [2][3]. Performance Commitments - Meiyuan Jixiang has set performance commitments for Xinjiyu, requiring a combined net profit of no less than 55 million yuan from 2025 to 2028, with penalties for non-compliance [4][5]. - The company must demonstrate the feasibility of these commitments based on market conditions and existing orders [5]. Market Comparison - Xinjiyu's gross margin of 8.79% is significantly lower than its peers, such as Jingbeifang and Cai'an Financial, which have gross margins of 21.43% and 20.15% for 2024, respectively [5].
溢价超260%再跨界豪赌,梅雁吉祥遭监管机构火速问询 | 并购一线
Tai Mei Ti A P P· 2025-08-19 13:43
Core Viewpoint - The company, Meiyan Jixiang, is planning a high-premium acquisition of Shanghai Xinjiyu Information Technology Service Co., aiming to diversify its business despite facing significant financial challenges and past acquisition failures [2][4][8]. Group 1: Acquisition Details - Meiyan Jixiang intends to spend 106 million yuan to acquire 65% of Shanghai Xinjiyu, representing a premium of over 260% [2][4]. - The acquisition is expected to create approximately 76 million yuan in goodwill, raising concerns about future performance uncertainty [6][8]. - Shanghai Xinjiyu reported projected revenues of 170 million yuan for 2024 and a net profit of 7.44 million yuan, which may not significantly alleviate Meiyan Jixiang's losses [4][5]. Group 2: Financial Performance - Meiyan Jixiang has reported a net loss of 82.82 million yuan for 2024, continuing a trend of losses for two consecutive years [7]. - In Q1 2025, the company experienced a revenue increase of 58.59%, but net losses deepened to 16.52 million yuan, indicating ongoing financial struggles [7]. - The company's traditional hydropower business remains its only profitable segment, generating 224 million yuan in revenue with a gross margin of 40.9% [7]. Group 3: Historical Context and Challenges - The company previously acquired Guangzhou Guoce, which failed to meet performance targets, contributing to its current financial difficulties [8][9]. - The new acquisition mirrors past strategies aimed at finding new profit growth points, raising questions about the sustainability of such approaches [8][9]. - Regulatory scrutiny has intensified, with the Shanghai Stock Exchange questioning the necessity and valuation of the new acquisition [9].
梅雁吉祥亿元“跨界”并购遭问询 标的房子是租的 固定资产仅有两辆车
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 [2][5]. 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 [2][3]. - Shanghai Xinjiyu, established in 2013, has a registered capital of 10 million yuan, with its shareholders being Hou Xinggang (65%) and Wu Haiyan (35%) [2][3]. - After the acquisition, the shareholding structure will change to Meiyan Jixiang holding 65%, Hou Xinggang 20%, and Wu Haiyan 15% [2]. 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 [3][5]. - 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 [3]. - As of May 2025, Shanghai Xinjiyu's total assets were valued at 97.89 million yuan, with net assets of 44.59 million yuan [3]. Group 3: Market Position and Future Outlook - Shanghai Xinjiyu has approximately 180 active orders, serving clients across various industries, including NIO, Daikin, and Adidas [4]. - The BPO industry is expected to maintain a continuous upward trend, with a fragmented competitive landscape and significant market demand [4]. - The gross profit margin for Shanghai Xinjiyu in 2024 is estimated at 8.79%, with projections for 2026-2030 ranging between 12.24% and 12.75% [5]. Group 4: Regulatory Scrutiny - The high premium in the acquisition has attracted the attention of regulatory authorities, leading to inquiries regarding the necessity and rationality of the transaction [2][6]. - The acquisition is expected to create approximately 76 million yuan in goodwill on the consolidated balance sheet of Meiyan Jixiang [6]. - The Shanghai Stock Exchange has requested explanations regarding the significant increase in the valuation of Shanghai Xinjiyu compared to previous assessments [6].