Meiyan Jixiang’s 100 Million Yuan "Cross-Border" Acquisition Faces Inquiry: Target’s Office Is Rented, Fixed Assets Include Only Two Cars (Part 2)

Regarding the valuation premium, the announcement stated that Shanghai Xinjiyu has approximately 180 orders in hand, which have expanded to different industries such as NIO, Daikin, Adidas, and platform-based enterprises. In the long term, the BPO industry will maintain a continuous upward trend; China’s digital middle and back-office outsourcing service solutions industry has a fragmented competitive landscape, serves numerous downstream industries, and has significant market demand, among other factors.

In 2024, Shanghai Xinjiyu’s gross profit margin was 8.79%. During the same period, it was lower than that of A-share peers Jingbeifang and Century Hengtong. According to forecasts, Shanghai Xinjiyu’s gross profit margin from 2026 to 2030 will range from 12.24% (inclusive) to 12.75% (inclusive).

The seller committed that the net profit of Shanghai Xinjiyu from 2025 to 2028 (on a consolidated financial statement basis, the same below) shall not be less than 55 million yuan in total, with non-recurring gains and losses accounting for no more than 6% of the net profit. If the target’s profit exceeds 55 million yuan, 50% of the excess amount will be used as an excess performance reward (the total amount shall not exceed 20% of the total transaction price). From August to December 2025, the target’s main business revenue shall not be less than 90 million yuan; from 2026 to 2028, the target’s main business revenue shall not be less than 200 million yuan annually.

Regarding this acquisition, Meiyan Jixiang stated that the BPO industry is large and continuously growing, with good development prospects. The transaction will help further expand the listed company’s business layout and increase its operating revenue, among other benefits.

Due to the high valuation premium of the target, after the acquisition is completed, approximately 76 million yuan of goodwill will be formed in the listed company’s consolidated balance sheet.

On the evening of August 18, the Shanghai Stock Exchange issued an inquiry letter to Meiyan Jixiang. The exchange pointed out that Shanghai Xinjiyu has a low amount of fixed assets and requested Meiyan Jixiang to explain the core competitiveness of the target company under the light-asset model, whether the related business operations are sustainable, and the necessity and rationality of the listed company’s cross-border acquisition.

The most recent equity change of Shanghai Xinjiyu occurred in January 2021, when shareholder Shang Zhijun transferred his 35% equity stake in Shanghai Xinjiyu to Wu Haiyan for 3.94 million yuan. The exchange required the listed company to explain the reasons and rationality for the significant increase in the target’s valuation compared to the previous transaction and to fully disclose the risk of large goodwill impairment arising from this transaction.

The exchange also focused on the necessity and rationality of the performance reward arrangement in the transaction, as well as the effective measures taken by the listed company to prevent the target company from prematurely realizing performance during the commitment period and a significant decline in performance after the commitment period ends.