Disclose inside information in advance? On the day of submission of the announcement, the share prices of the two listed companies both rose by the limit, and the regulatory authorities quickly issued a letter of concern to them.
On December 8, the Jinan High-Tech Development Co.Ltd(600807) that pulled the 4 limit suddenly cooled down, opened the limit low in the morning, and then opened the limit low to fluctuate. As of the close, the stock reported 4.38 yuan, with a total market value of 3.87 billion yuan.
Jinan High-Tech Development Co.Ltd(600807) cross border acquisition of biotechnology companies
continuous closing 4 limit
On December 7, Jinan High-Tech Development Co.Ltd(600807) issued a stock price change announcement, saying that the business scope of aikewei biology acquired this time is quite different from the company's main business, and there is still uncertainty whether the company can effectively integrate and manage the underlying assets after the merger.
Since December 2, 2021, the closing price of the company's stock has risen by the limit for four consecutive trading days, with a cumulative increase of 40.28%, 39.77% deviated from the Shanghai index and 37.25% deviated from the same industry index. The short-term increase of the company's stock is seriously higher than that of the Shanghai index and the same industry index in the same period.
At the same time Jinan High-Tech Development Co.Ltd(600807) also reminds investors to pay attention to investment risks, avoid speculation on concept themes, make rational decisions and invest prudently.
In view of the huge fluctuation of the company's stock price in the short term, Jinan High-Tech Development Co.Ltd(600807) now explains the relevant matters and prompts the risks related to the proposed acquisition of aikewei biological equity. First, there is a risk that the evaluation value-added rate is high and the operating revenue accounts for a relatively small proportion. From January to June 2021, the company's operating revenue was 476 million yuan, and the operating revenue of aikewei biology was 78 million yuan. The revenue of aikewei biology accounted for 16.39% of the company's revenue, accounting for a small proportion.
Second, the risk that the performance of the target company does not meet the expectations. The net profit of the target company in the first half of 2021 was 5.0242 million yuan, Xilong Scientific Co.Ltd(002584) promised that the target company's accumulated after tax net profit after audit from 2022 to 2024 would not be less than 190 million yuan. If the target company's future operation did not meet expectations, the performance commitment could not be realized, which would affect the company's overall operating performance and profitability.
Third, the underlying equity pledge and potential loss risk. The subject equity is still in the state of full pledge, and the subject company has large accounts receivable that have not been recovered and the current accounts with Xilong Scientific Co.Ltd(002584) related entities have not been settled. The above matters have the risk of affecting the delivery of the subject equity or causing potential losses to the subject company.
Fourth, post merger integration risk. The in vitro diagnosis industry of the company's subsidiary to be acquired is quite different from the company's existing business. After the acquisition, the company is uncertain whether the target company can be effectively integrated and managed.
Fifth, the risk of transaction promotion. Shanghai Stock Exchange and Shenzhen Stock Exchange respectively sent inquiry or concern letters on the transaction between the company and Xilong Scientific Co.Ltd(002584) . Up to now, the company has not replied, and the progress of the transaction is uncertain.
Jinan High-Tech Development Co.Ltd(600807) intends to acquire 27% equity of aikewei biology
fali biomedical business
Jinan High-Tech Development Co.Ltd(600807) rose sharply in the second round, mainly due to an announcement of "cross-border" acquisitions.
On December 2, Jinan High-Tech Development Co.Ltd(600807) announced that the company's subsidiary plans to acquire 27.2202% equity of aikewei biology to focus on the biomedical field.
Jinan High-Tech Development Co.Ltd(600807) said in the announcement that in order to accelerate the business strategic transformation, realize the company's layout in the field of biomedical industry, cultivate new profit growth points, continuously enhance the company's profitability and sustainable development ability, and drive the company's future high-quality development, the company's wholly-owned subsidiary Jigao industry plans to cooperate with Jigao finance, Jigao Goldman Sachs Xilong Scientific Co.Ltd(002584) signed the equity transfer agreement of Shandong aikewei Biotechnology Co., Ltd., Jigao industry plans to invest 228.65 million yuan, Jigao finance plans to invest 139.2 million yuan, and jigoldman Sachs and plans to invest 136.15 million yuan to acquire 60% equity of aikewei biotechnology held by Xilong Scientific Co.Ltd(002584) .
After the completion of this acquisition, Jigao industry will hold 27.2202% equity of aikewei biology, and Xilong Scientific Co.Ltd(002584) will entrust Jigao industry to exercise the remaining 13.7801% voting rights on its behalf.
Xilong Scientific Co.Ltd(002584) it is promised that the audited net profit after tax of aikewei biology from 2022 to 2024 will not be less than 49 million yuan, 63 million yuan and 78 million yuan respectively, that is, the accumulated audited net profit after tax during the performance commitment period will not be less than 190 million yuan.
The announcement shows that aikewei biology is an innovative biotechnology enterprise committed to the development, industrialization and technical services of clinical biomedicine, molecular diagnosis, gene detection technology products and high-throughput detection platforms. The main products of aikewei biology include molecular diagnostic reagents and automatic equipment. At present, nearly 150 kinds of molecular diagnostic technology products have been developed.
The announcement said that the company's acquisition of aikewei biology will bring the company a new main business of biomedicine and realize the transformation and optimization of the company's business structure. With strong R & D and technical advantages, stable customer resources and good development prospects in the field of molecular detection, aikewei biology will bring new profit growth points to the company and help to enhance the company's performance and sustainable profitability.
the share price rose by the limit in advance on the day when the announcement was submitted
regulatory action, and the two companies received letters
However, it is worth noting that both Jinan High-Tech Development Co.Ltd(600807) and Xilong Scientific Co.Ltd(002584) were issued on December 2, but Jinan High-Tech Development Co.Ltd(600807) rose the limit in advance on December 2.
Similarly, Xilong Scientific Co.Ltd(002584) has also closed three trading boards in advance.
On December 3, the regulatory authorities quickly issued a letter of concern to Jinan High-Tech Development Co.Ltd(600807) and Xilong Scientific Co.Ltd(002584) , and the contents of the letter of concern pointed to the same matter.
On the day of submission of the announcement, the company's share price rose by the limit. The Shanghai stock exchange requires Jinan High-Tech Development Co.Ltd(600807) to self inspect the registration of insiders and the control of insider information, explain whether the insider information control system is sound, whether the relevant provisions on insider information control are strictly implemented in the whole process of planning the equity acquisition, and self inspect whether the list of insiders submitted by the company is complete and whether there is any disclosure of insider information in advance. At the same time, it explains the rationality of setting performance commitment indicators and whether they fully protect the interests of listed companies.
In addition, Shenzhen stock exchange requires Xilong Scientific Co.Ltd(002584) to explain the planning process of matters related to the transfer of 60% equity of aikewei biology, including the starting time, participants in the planning and decision-making process, the confidentiality of relevant information and whether there is information disclosure; Describe in detail the recent research of reception institutions and individual investors, and whether there is any violation of the principle of fair disclosure; Explain the calculation basis and rationality of the company's performance commitment.
Jinan High-Tech Development Co.Ltd(600807) performance is at a loss
there are still unresolved litigation risks
The predecessor of Jinan High-Tech Development Co.Ltd(600807) was Shandong Jinan Department Store (Group) Co., Ltd., which was originally a state-owned commercial enterprise with a development history of more than 50 years. In 2014, the company implemented a major asset restructuring by issuing shares to purchase assets and raising supporting funds, and its main business was transformed from department store operation to "real estate + commerce" with strong profitability.
However, the performance of Jinan High-Tech Development Co.Ltd(600807) has been unstable in recent years. The announcement shows that the performance of Jinan High-Tech Development Co.Ltd(600807) in recent one year and one period is in a state of loss. In 2020, the net profit attributable to the shareholders of the listed company was - 825 million yuan, and from January to September 2021, the net profit attributable to the shareholders of the listed company was - 165 million yuan. The company's performance is currently in a state of loss.
At the same time, the company also has unresolved litigation risks such as investors. Jinan High-Tech Development Co.Ltd(600807) said that the company still has unresolved lawsuits such as disputes between investors and the company's Securities Misrepresentation liability, and the relevant courts have successively ruled that the company will compensate the losses of investors and related parties, which will have an adverse impact on the company's profits this year.
(China Fund News)
