The 900 million acquisition was previously opposed by the board members. New Tadashi responds to inquiry: The synergy effects are feasible.

Leju Finance, Li Lan. On April 2, Xinda Zheng (002968.SZ) disclosed its reply announcement to the Shenzhen Stock Exchange regarding “the inquiry letter concerning the application for the issuance of shares and the payment of cash to purchase assets and the application for raising supporting funds.”

In response to the issues raised in the Shenzhen Stock Exchange’s inquiry, including that there were dissenting votes and abstention votes when the board of directors considered the reorganization plan, as well as concerns about transaction synergy, Xinda Zheng provided its response.

On January 23, 2026, at the 17th meeting of the company’s third session of the board of directors, the company deliberated on the proposals related to this transaction. Director Wang Rong voted against all relevant proposals, and independent director Liang Shunan abstained from expressing opinions on all relevant proposals.

Among them, the main reasons for Director Wang Rong’s dissenting votes and abstention regarding the synergistic effect of this transaction are that Director Wang Rong needs a more detailed post-merger integration plan to support his decision-making; based on the due diligence materials currently provided, independent director Liang Shunan finds it difficult to accurately judge the potential for synergy between the two parties to be released.

In the reply letter, Xinda Zheng stated that although the listed company and the target assets are both in the property management industry, there are still differences between the two parties in terms of the types of target customers and customer composition. In 2024, more than 65% of the company’s revenue came from government public-construction customers, while in the same period, more than 83% of Jiasin Liheng’s revenue came from commercial and industrial customers. In terms of regional layout, in 2024, Xinda Zheng’s revenue share from the Southwest region was 53.87%, while Jiasin Liheng’s revenue share from the East China region reached 55.65%; at the same time, it also has business presence in Hong Kong. The two parties are highly complementary in terms of customer types and business regions.

Xinda Zheng believes that the two parties’ strong complementarity in customers and regions helps them mutually introduce business resources and expand new growth space. After the transaction is completed, the listed company can absorb Jiasin Liheng’s capabilities in industry-customized services, green energy management, and more, further enhancing its level of specialized services in the IFM field.

According to available information, in September 2025, Xinda Zheng disclosed its plan to acquire Jiasin Liheng Facilities Management (Shanghai) Co., Ltd. On January 23 this year, the company released a reorganization draft, proposing to acquire 75.1521% of the equity interest in Jiasin Liheng through a combination of issuing shares and paying cash, valuing the deal at RMB 917 million.

Jiasin Liheng is a representative enterprise in the national facilities management sector. Its main business is integrated facilities management (IFM). It mainly serves various commercial and industrial customers, and its core business focuses on integrated facilities management, green energy management, large-scale event security, and more.

This transaction is regarded as a key strategic arrangement for Xinda Zheng’s business transformation and upgrade. Xinda Zheng’s main business is public-construction property management, and its service targets are concentrated in public institutions such as government agencies, universities, airports, and other public entities.

Data shows that Jiasin Liheng’s revenue in 2023, 2024, and the first eight months of 2025 was approximately RMB 2.904 billion, RMB 3.025 billion, and RMB 2.075 billion, respectively; net profits attributable to the period were approximately RMB 116 million, RMB 126 million, and RMB 84.8494 million, respectively.

From 2021 to 2024, Xinda Zheng’s revenue was RMB 2.088 billion, RMB 2.598 billion, RMB 3.127 billion, and RMB 3.387 billion, respectively, with year-on-year growth of 58.40%, 24.42%, 20.35%, and 8.32%, respectively; net profits attributable to the period were approximately RMB 166 million, RMB 186 million, RMB 1.60 billion, and RMB 1.14 billion, respectively, with year-on-year growth of 26.57%, 11.90%, -13.83%, and -28.95%, respectively.

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