On February 14, a major asset purchase plan released by Hongbo Co.Ltd(002229) (002229. SZ) attracted regulatory attention, and a letter of concern was received on February 15.
According to the purchase plan, Hongbo Co.Ltd(002229) plans to acquire 51% equity of Guangzhou Keyu Siasun Robot&Automation Co.Ltd(300024) Co., Ltd. (hereinafter referred to as Guangzhou Keyu), and the trading partner is Guangdong Baole Siasun Robot&Automation Co.Ltd(300024) Co., Ltd. (hereinafter referred to as Baole). The balance of capital occupied by Baole shares and its holding subsidiaries in Guangzhou Keyu is 113 million yuan. The Shenzhen stock exchange requires listed companies to explain the reasons and background of non operating capital occupied by the subject controlling shareholder.
The reporter of "daily economic news" noted that Baole shares has conducted similar capital transfer operations more than once. In 2017, Baole shares wanted to sell China Dive Company Limited(300526) . Under the second inquiry of the exchange, China Dive Company Limited(300526) disclosed that from 2015 to 2016, Wang Lilei obtained the control of Baole shares by transferring equity, and the funds for purchasing equity were partly from loans, and even part of them came from Shenzhen Jue Meng Management Consulting Co., Ltd. (hereinafter referred to as Jue Meng management), which was the second largest shareholder of China Dive Company Limited(300526) .
At that time, China Dive Company Limited(300526) wanted to acquire Baole shares, which was also a cross-border acquisition, and repeatedly "rubbed the hot spot" cross-border. Wang Lilei, the actual controller of Baole shares, seems to be familiar with the way of capital operation. He once worked in Gf Securities Co.Ltd(000776) for nearly ten years.
the acquisition has attracted regulatory attention
On February 15, Hongbo Co.Ltd(002229) rose sharply after the opening, while today's (16th) share price fell in volatility. As of the closing, it was reported at 6.89 yuan per share, down 2.13%.
On the news side, Hongbo Co.Ltd(002229) released a major asset purchase plan on February 14, but the acquisition is full of doubts.
First of all, Hongbo Co.Ltd(002229) the valuation of 51% of the shares of Guangzhou Keyu to be acquired is no more than 357 million yuan, that is, the valuation of the underlying 100% equity is no more than 700 million yuan, while the owner's equity of Guangzhou Keyu by the end of 2021 is 117 million yuan.
In fact, the performance of Guangzhou Keyu is not ideal. The operating revenue has declined in the past two years. The unaudited operating revenue in 2020 and 2021 were 535 million yuan and 445 million yuan respectively. The net profit turned from profit to loss in 2021, with a loss of 49.9127 million yuan. In terms of performance, Guangzhou Keyu's sustainable profitability is in doubt. Why did Hongbo Co.Ltd(002229) value it as high as nearly 700 million yuan?
The performance commitment of Guangzhou Keyu made by the trading partner is that the net profit from 2022 to 2024 will not be less than 30 million yuan, 50 million yuan and 70 million yuan respectively. In the case of losses in 2021, it is doubtful whether Guangzhou Keyu can fulfill its performance commitment.
Second, this is a cross-border acquisition. Hongbo Co.Ltd(002229) is known as the "first share of online lottery". Its main business is security printing, lottery new channel services, book printing and high-end packaging printing. The acquisition target Guangzhou Keyu is an intelligent cleaning service Siasun Robot&Automation Co.Ltd(300024) company. Hongbo Co.Ltd(002229) why do you choose cross-border? In fact, last April, Hongbo Co.Ltd(002229) planned to obtain the control of Guangzhou Keyu, but it was delayed because the latter's performance was not as good as expected.
Another focus of regulatory attention is that the balance of non operating funds occupied by Baole shares and its holding subsidiaries of Guangzhou Keyu is 113 million yuan. Shenzhen stock exchange requires the company to explain the background and reasons for the formation of capital occupation.
In addition, according to the equity transfer agreement, Hongbo Co.Ltd(002229) paid a deposit and advance payment of 143 million yuan to solve the occupation of the above funds, and the corresponding provisions have been established and come into force since the signing date of the agreement. According to the resolution of the board of directors disclosed by the company, the payment plan of this reorganization needs to be submitted to the general meeting of shareholders for deliberation and approval. The Shenzhen Stock Exchange asked whether there were contradictions.
the seller intended to sell China Dive Company Limited(300526)
The reporter of the daily economic news noted that Baole Co., Ltd. planned to sell itself to China Dive Company Limited(300526) in 2017, and its actual controller Wang Lilei's similar capital transfer operation began to take shape in 2017.
In 2017, China Dive Company Limited(300526) plans to acquire 100% equity of Baole shares at a premium of more than 27 times. At that time, the participants of China Dive Company Limited(300526) were Guangdong kejielong Siasun Robot&Automation Co.Ltd(300024) Co., Ltd. (hereinafter referred to as kejielong) and Guangzhou shuixiong Information Technology Co., Ltd. (hereinafter referred to as shuixiong information), and the actual controller of kejielong and shuixiong information was Wang Lilei.
Kejielong and shuixiong information obtained 51% and 24% of Baole shares in 2015 and 2016 respectively through equity transfer. Under the inquiry of Shenzhen Stock Exchange, China Dive Company Limited(300526) disclosed that part of the funds for the acquisition of equity by kejielong and shuixiong information came from the loan of Shenzhen Qianhai Cuiying Investment Management Co., Ltd. (hereinafter referred to as Qianhai Cuiying), another company controlled by Wang Lilei, while the funds of Qianhai Cuiying came from the loan managed by Jue Meng, the second largest shareholder at that time. In order to repay the loan managed by juemeng, Qianhai Cuiying borrowed from Pengshi (Beijing) Investment Co., Ltd. (hereinafter referred to as Pengshi investment), which held 7% of kejielong at that time.
Coincidentally, China Dive Company Limited(300526) acquisition of Baole shares is also a cross-border acquisition. The main business of China Dive Company Limited(300526) is marine diving equipment, while the main business of Baole Co., Ltd. is intelligent cleaning service Siasun Robot&Automation Co.Ltd(300024) .
It is worth noting that both China Dive Company Limited(300526) and Hongbo Co.Ltd(002229) seem to be keen on "rubbing hot spots" cross-border, China Dive Company Limited(300526) plans to acquire big data company Beihai Huiyu Network Technology Co., Ltd., gold company Shanghai Zhaoxin Software Technology Co., Ltd. and chip enterprise Datang Storage Technology Co., Ltd. from July 2019 to March 2020. While Hongbo Co.Ltd(002229) has raised funds to develop lottery games, plans to acquire part of the equity of 5g field company Flanders Technology (Shenzhen) Co., Ltd., and also cooperates with Cambodia Golden Elephant Co., Ltd. in the blockchain lottery project.
Wang Lilei may be well versed in capital operation. According to the disclosure of Hongbo Co.Ltd(002229) acquisition plan, from October 2003 to June 2012, Wang Lilei successively served as the trading director of it post, the online trading manager of brokerage business, the project manager of Yinzhengtong and the general manager of business department at Gf Securities Co.Ltd(000776) ; From June 2013 to January 2015, Wang Lilei served as the general manager of asset management department 4 of Tianhong fund Tiandi Fangzhong Asset Management Co., Ltd; From February 2015 to March 2016, Wang Lilei served as director of wealth management department and general manager of network business department directly under Gf Securities Co.Ltd(000776) .
The sale of Baole shares China Dive Company Limited(300526) under Wang Lilei finally died. However, Guangzhou Keyu plans to sell Hongbo Co.Ltd(002229) to a listed company this time. We still need to pay attention to the results.
