On January 15, the Beijing Stock Exchange issued an inquiry letter to ChuangYuan XinKe, directly questioning its proposed transaction to acquire 100% equity of Shanghai WeiYu TianDao Technology Co., Ltd. for 886 million yuan in cash. The inquiries covered nearly every critical aspect of the M&A logic, from valuation and fairness to business synergy, and further extended to the necessity of fundraising and the listed company's own performance.
This "satellite company acquiring a satellite company" deal has consequently been labeled a "self-acquisition." On the surface, this appears to be an extension within the industrial chain. ChuangYuan XinKe's main business focuses include wireless communication testing, satellite internet, and low-altitude economy communication testing; WeiYu TianDao, on the other hand, has long concentrated on satellite navigation testing, with its core subsidiary Hunan WeiDao specializing in positioning, navigation, and timing (PNT) simulation testing and navigation electromagnetic environment testing. Both companies operate in the testing segment of the satellite industry chain, making the synergy logic not entirely out of place. However, this very appearance of reasonableness became the starting point for further regulatory scrutiny. At the transaction level, the Beijing Stock Exchange first focused on the authenticity of the synergistic effects. The inquiry letter requires ChuangYuan XinKe to detail how the business synergies in areas like satellite internet will be implemented and to further disclose WeiYu TianDao's current orders,意向 orders, and historical order conversion rates. Parallel to the synergy inquiry is the scrutiny of the rationality of the accompanying fundraising. ChuangYuan XinKe plans to raise up to 140 million yuan in matching funds for this acquisition. The exchange demands an explanation for the calculation basis and necessity of the fundraising amount, as well as contingency plans should the fundraising fall short of expectations. This line of questioning essentially tests whether there is an impulse to bundle "M&A + financing."
What truly sparked market discussion is the valuation issue. The appraisal report shows that the value increase rate for WeiYu TianDao assessed using the income approach was as high as 174.99%, whereas the asset-based approach yielded an increase rate of only 18.66%. The results from the two methods showed a significant divergence. The Beijing Stock Exchange not only required an explanation for the discrepancy but also demanded disclosure of the calculation logic for key parameters in the income approach forecast—such as revenue, costs, gross margin, depreciation, amortization, and working capital—as well as the basis for selecting core assumptions like the discount rate and beta coefficient.
Even more striking is the appraisal result for intangible assets. The value increase rate for WeiYu TianDao's intangible assets reached a staggering 11,256.29%. Such a substantial premium directly pushed the valuation issue into the spotlight. Regulators required the company to explain the specific composition of these intangible assets and its合理性, making this a crucial anchor point for judging the fairness of the valuation.
High valuation naturally brings performance commitments into focus. The counterparty committed that WeiYu TianDao's net profit for 2026 to 2028 would be no less than 60.27 million yuan, 65.43 million yuan, and 75.53 million yuan, respectively. The exchange required the company to provide a quantitative explanation for the basis and achievability of these commitment targets, considering the industry's competitive landscape, order status, and historical conversion rates. Furthermore, the excess performance reward arrangement outlined in the plan, including its scale and potential impact on the listed company, was also required to be disclosed in more detail.
Beyond the target company itself, ChuangYuan XinKe's own operating condition was also brought under scrutiny. During the reporting period, the company's operating revenue and net profit attributable to shareholders showed a continuous decline, while WeiYu TianDao exhibited rapid growth. This contrasting trend of "one declining while the other grows" was explicitly highlighted by the Beijing Stock Exchange. Regulators demanded that the company analyze the reasons for its performance decline, assess whether it aligns with industry cycles, determine if related adverse factors might persist long-term, and explain the corresponding countermeasures. On the evening of January 16, ChuangYuan XinKe announced in a filing that it would work with intermediaries to address each inquiry requirement item by item and disclose the response content promptly. As of now, ChuangYuan XinKe has not disclosed specific responses to the aforementioned inquiry letter. The transaction remains in the review and inquiry stage. Whether subsequent adjustments to the transaction scheme, valuation assumptions, or performance commitments will be necessary depends on the company's formal feedback and further regulatory review progress. Uncertainty remains regarding the smooth progression of this related M&A matter.
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