Recently, Shenzhen Clou Electronics Co.Ltd(002121) (002121, SZ; yesterday's closing price of 5.06 yuan) announced that the company plans to transfer 65% of the equity of Shenzhen Xinlong Electronic Technology Co., Ltd. (hereinafter referred to as Xinlong Electronics), a wholly-owned subsidiary, with a listing reserve price of 51.35 million yuan. The listed company said it hoped to promote the sound development of Xinlong electronics and the company's business by introducing new shareholders. This listing transfer will not have a significant impact on the normal production and operation of the company and is in line with the interests of all shareholders and the listed company.
The reporter of the daily economic news noted that when Shenzhen Clou Electronics Co.Ltd(002121) acquired 100% equity of Xinlong electronics in 2015, the transaction consideration was RMB 531 million. Now, it is estimated that the converted 100% equity is RMB 79 million. There is a big difference between the two.
large gap between acquisition and transfer evaluation price
It is understood that Xinlong Electronics was founded in 2009 with a registered capital of 50 million yuan. According to the report issued by Beijing Zhonglin Assets Appraisal Co., Ltd. and the appraisal results using the asset-based method, as of June 30, 2021, the book value of all shareholders' equity of Xinlong Electronics was 69.4334 million yuan and the appraisal value was 75.7867 million yuan. On this basis, the listing reserve price of 65% equity of Xinlong electronics in the property rights trading institution is 51.35 million yuan, and the converted 100% equity is 79 million yuan. The listed company said that this equity transfer is a public listing transfer in the property rights trading institution, and the transferee, transaction price and other contents cannot be determined at present.
The announcement shows that as of December 31, 2020, Xinlong electronics has total assets of 148 million yuan, total liabilities of 57.2476 million yuan and net assets of 90.3959 million yuan; In 2020, the operating income will be 73.3468 million yuan, the operating profit will be 3.9156 million yuan and the net profit will be 7.8191 million yuan.
Meanwhile, according to the announcement disclosed in Shenzhen Clou Electronics Co.Ltd(002121) 2015, as of December 31, 2014, the total assets of Xinlong electronics were 126 million yuan, the total liabilities were 86.2592 million yuan, and the total owner's equity was 40.182 million yuan; In 2014, the operating revenue was 107 million yuan and the net profit was 25.3832 million yuan.
The reporter noted that at the time of the initial acquisition, taking July 31, 2015 as the base date, the value of the owner's equity of Xinlong electronics assessed by the asset-based method was 98.3015 million yuan; The appraisal value of all shareholders' equity of Xinlong electronics by using the income method is 53.14625 million yuan. Finally, all parties negotiated and referred to the audit and evaluation results to determine the overall transaction price of 531 million yuan.
Qiu Yunliang, Zhang Wen and Xie Huaqing, independent directors of the listed company, said that this listing transfer will not have a significant impact on the normal production and operation of the company, which is in line with the interests of all shareholders and the company. The relevant deliberation and decision-making procedures are legal and effective, and there is no situation that damages the interests of the company and all shareholders.
dual frequency carrier module application limited
Shenzhen Clou Electronics Co.Ltd(002121) why buy Xinlong Electronics? According to the announcement disclosed in Shenzhen Clou Electronics Co.Ltd(002121) in 2015, Xinlong electronics is a national high-tech enterprise, and its dual frequency carrier module products have superior performance. Shenzhen Clou Electronics Co.Ltd(002121) the core competitiveness and business are mainly in smart grid and new energy applications, and there is a certain degree of overlap with Xinlong electronics in the end-user group. After the acquisition of Xinlong electronics, the listed company can extend to the upstream of the industrial chain, which can effectively reduce costs and improve the company's profitability and market competitiveness.
At the same time, the announcement at that time also mentioned that if Xinlong electronics is affected by uncertain factors such as changes in national policies, industrial structure adjustment, severe market fluctuations and other force majeure in the industry, its operating performance may be affected and there may be a risk that its performance commitment cannot be realized.
The prediction of Shenzhen Clou Electronics Co.Ltd(002121) is correct. The communication technology industry is changing at any time. Previously, high-tech products may not be competitive in the next second. Seven years after the acquisition of Xinlong electronics, Shenzhen Clou Electronics Co.Ltd(002121) transferred part of its equity because of dual frequency carrier module products.
A senior engineer told reporters that in the early years, data transmission was mainly carried out through power cables, and the conversion between data signals and current signals needed to be carried out through carrier module. Compared with single carrier, dual carrier module had higher transmission and conversion efficiency in that year. As an excellent manufacturer in the industry, it is no surprise that Xinlong Electronics was acquired by a listed company.
With the development of emerging wireless communication technologies such as 5g, the market environment of traditional carrier products has changed. The state has also adjusted relevant policies including the application of 5g technology, and the traditional carrier module has gradually lost its place. The current business situation of Xinlong electronics has been unable to realize the strategic significance of the original industrial chain layout of listed companies.
For the above reasons, Shenzhen Clou Electronics Co.Ltd(002121) plans to introduce powerful new shareholders through this listing transfer to enable the development of Xinlong electronics.
The above experts also told reporters that at present, the application field of dual frequency carrier module is limited, and it is difficult to transfer the equity of Xinlong electronics. In the future, whether Shenzhen Clou Electronics Co.Ltd(002121) and Xinlong electronics intend to continue to cultivate existing fields or open up new fields remains to be disclosed later.
On related matters, the reporter interviewed the listed company by email on the morning of February 8, and has not received a reply yet.
