Nanjing Securities Co.Ltd(601990)
Verification opinions on issues related to the letter of concern for Guangzhou Haozhi Industrial Co.Ltd(300503)
Shenzhen Stock Exchange gem company management department:
On December 16, 2021, Guangzhou Haozhi Industrial Co.Ltd(300503) (hereinafter referred to as " Guangzhou Haozhi Industrial Co.Ltd(300503) ", "listed company" or "company") has received the attention letter on Guangzhou Haozhi Industrial Co.Ltd(300503) (GEM attention letter [2021] No. 518) (hereinafter referred to as "attention letter") issued by your ministry. Nanjing Securities Co.Ltd(601990) (hereinafter referred to as "recommendation agency") as the recommendation agency under the continuous supervision of Guangzhou Haozhi Industrial Co.Ltd(300503) , together with the listed company, has paid attention to the attention letter The problems listed have been implemented one by one. Now the verification of relevant problems and verification opinions are described as follows:
1、 Please analyze and explain the commercial rationality and necessity of the acquisition of minority interests and the specific impact of the acquisition on the company's production and operation, financial status and cash flow in combination with the company's development strategy and the business development of Xianlong motor.
reply:
1. Commercial rationality and necessity of this acquisition of minority equity
(1) The acquisition of a minority stake in Xianlong motor is in line with the company's development strategy
As a leading spindle manufacturer in China, the company is committed to providing spindle series products with independent R & D and independent brands for medium and high-end CNC machine tools. At the same time, based on the spindle, the company takes "based on independent technological innovation and serving global advanced manufacturing" as the development strategic goal, and steadily develops to turntable, linear motor, reducer, servo drive, servo motor CNC machine tools such as CNC system and other core functional components of industry Siasun Robot&Automation Co.Ltd(300024) expand horizontally, and strive to become the world's top design manufacturer of core functional components of high-end equipment. Xianlong motor is a well-known spindle manufacturer in China and has a certain market share in PCB spindle, engraving and milling machine spindle and other fields. The company acquired 80% equity of Xianlong motor in 2017, which improved the company's industry position in China's spindle market. In August 2021, the state owned assets supervision and Administration Commission of the State Council held an expanded meeting, at which it was emphasized that scientific and technological innovation should be placed in a more prominent position, central enterprises should be promoted to actively integrate into the national basic research and applied basic research innovation system, and key core technology research should be strengthened in the fields of industrial motherboards, high-end chips, new materials and new energy vehicles. At the meeting of the state owned assets supervision and Administration Commission of the State Council, the industrial machine was ranked before high-end chips, new materials and new energy vehicles, which reflects the high attention paid by the state to the development of the industrial machine industry. Industrial machine tool is the foundation of manufacturing industry. The technical level and product quality of a country's machine tool industry is an important symbol to measure the development level of its equipment manufacturing industry. Functional components are the unit technology carrier of CNC machine tools, which determines the performance level of CNC machine tools. The development of China's functional parts industry is relatively slow, and the degree of industrialization and specialization is relatively low. The functional parts used in medium and high-grade CNC machine tools still rely heavily on imports. The lagging development of the functional parts industry has become a bottleneck affecting the development of China's CNC machine tools.
After years of painstaking research and development accumulation, the company has become a leading enterprise in China's CNC machine tool spindle industry. Its products have not only realized large-scale import substitution, but also successfully exported. It has occupied a high market share in China's Spindle Market and effectively contributed to the development of China's CNC machine tool industry. China's CNC machine tool industry has been developing well for a long time, and functional components such as spindle have broad market space. After the acquisition of 20% equity of Xianlong motor, Xianlong motor will become a wholly-owned subsidiary of the company, which is conducive to further strengthening the company's control over Xianlong motor, improving the company's decision-making efficiency on Xianlong motor, and helping the company in products, markets, customers Carry out systematic layout planning in terms of capital, so as to further enhance the company's core competitiveness in the spindle field, grasp the opportunity of the rapid development of China's high-end equipment industry, improve the company's profitability, and comply with the company's development strategy.
(2) Business development of Xianlong motor
Xianlong motor is mainly engaged in the R & D, design, production, sales and supporting maintenance services of CNC machine tool spindles and their spare parts. It is a well-known spindle manufacturer in China and has a certain market share in PCB spindles, carving and milling machine spindles and other fields. The company acquired 80% of the equity of Xianlong motor in 2017. Since the acquisition, Xianlong motor has been operating well and its business scale has been expanding. From January to September 2021, Xianlong motor had an operating revenue of 104.5581 million yuan and a net profit of 28.9023 million yuan, with strong profitability.
The main shaft and its spare parts are the main products of Xianlong motor and one of the company's main products. The company and Xianlong motor have significant synergy in raw material procurement, product production, sales and R & D, and have certain complementarity in products and customer base. Prior to the acquisition of minority equity of Xianlong motor, the counterparties Chen Wensheng, Zhou Xiaojun, Jian Xianghua and Wei Huacai held 20% equity of Xianlong motor, of which Chen Wensheng and Zhou Xiaojun served as directors and deputy general managers of the company respectively. Due to the existence of minority shareholders, the company needs to communicate and coordinate with minority shareholders in the decision-making process of relevant business matters of Xianlong motor, which affects the decision-making efficiency to a certain extent; In the process of business integration, the company also needs to avoid potential benefit transmission to Xianlong motor, which affects the formulation and implementation of some integration measures of the company and the full play of the synergy between the two sides.
After the acquisition of 20% equity of Xianlong motor, Xianlong motor will become a wholly-owned subsidiary of the company. Because Xianlong motor has strong profitability, this transaction will directly improve the company's net profit attributable to the shareholders of the parent company, enhance the company's profitability, improve the company's decision-making efficiency on Xianlong motor, and help the company in products, markets, customers Carry out systematic layout planning in terms of funds, so as to give full play to the synergy of both sides.
In conclusion, the acquisition of minority equity of Xianlong motor is reasonable and necessary.
2. The specific impact of the acquisition on the company's production and operation, financial status, cash flow, etc
Before this transaction, the company held 80% equity of Xianlong motor. After this transaction is completed, Xianlong motor will become a wholly-owned subsidiary of the company. Xianlong motor is within the scope of the company's consolidated statements before and after this transaction. This transaction will not change the company's main products and main business, and will not add goodwill to the company's consolidated statements. According to the framework agreement on purchasing assets by paying cash signed by the company and the counterparty, after the completion of this transaction, Counterparty and core management originally employed by Xianlong electric (including but not limited to the current directors, general manager, deputy general manager, chief financial officer, core technicians, etc.) will serve in Xianlong motor for no less than 60 months. Therefore, the management of Xianlong motor will not change significantly after the completion of this transaction, and this transaction will not affect the normal business development of Xianlong motor. At the same time, if the relevant performance commitments of Xianlong motor can be realized, It will help to further improve the company's overall operating performance. In addition, after the completion of this transaction, the company will further give play to the synergy with Xianlong motor in raw material procurement, product production, sales and R & D, and further enhance the core competitiveness and profitability of the company through systematic layout planning in terms of products, markets, customers and funds.
According to the current intention reached between the company and the counterparty, the consideration of this transaction will be paid in four phases according to the proportion of 30%, 20%, 20% and 30%, that is, 30% of the transaction price will be paid after the completion of the settlement of this transaction, and the counterparty will be paid respectively after completing the performance commitments in 2022, 2023 and 2024
Pay 20%, 20% and 30% of the transaction price. According to the transaction consideration of 64 million yuan, the transaction consideration to be paid by the company in 2022, 2023, 2024 and 2025 are 19.2 million yuan, 12.8 million yuan, 12.8 million yuan and 19.2 million yuan respectively. The payment arrangement of the above transaction consideration helps to reduce the pressure on the company to pay large amounts of funds in the short term.
From January to September 2021, the company operated well, realized an operating revenue of 942.8981 million yuan, an increase of 41.54% over the same period of the previous year, realized a net profit attributable to shareholders of the listed company of 167.9977 million yuan, an increase of 86.57% over the same period of the previous year, and the net cash flow generated from operating activities was 102.4735 million yuan. Considering the current actual operation of the company and the transaction consideration to be paid each year in the next four years is about 12.8 million yuan to 19.2 million yuan, the company has the ability to pay the above transaction price. In addition, the company will also negotiate with relevant financial institutions to apply for M & A loans for this transaction. As of the end of September 2021, the net assets in the consolidated statements of the company are 1355545400 yuan and the asset liability ratio is 46.61%. If M & A loans are adopted, the asset liability ratio of the company will be slightly increased and the financial expenses of the company will be increased, However, it is conducive to further providing financial guarantee for the price payment of the company in this transaction. Therefore, the impact of the payment of the transaction price on the company's financial position and cash flow is relatively controllable.
In addition, the profit and loss of minority shareholders in the company's consolidated statements from January to September 2021 is RMB 5.7463 million, and the minority shareholders' equity at the end of September 2021 is RMB 41.4516 million. After the completion of this transaction, Xianlong motor will become a wholly-owned subsidiary of the company, the company's consolidated statements will no longer have minority shareholders' equity due to Xianlong motor, and the owner's equity attributable to the parent company will increase; After the completion of this transaction, all operating results of Xianlong motor will be included in the company's consolidated statements, and the company's consolidated statements will no longer have minority shareholders' profits and losses due to Xianlong motor.
To sum up, this transaction will help to give further play to the synergy between the company and Xianlong motor, enhance the company's core competitiveness, and will not have an adverse impact on the company's production and operation, financial status and cash flow. 3. Verification of the recommendation institution
The recommendation institution consulted the framework agreement on purchasing assets by paying cash signed by the company and the counterparty, as well as the relevant meeting materials of the board of directors; Consulted the company's 2020 annual report, 2021 semi annual report and the third quarter report; Reviewed the audit reports of Xianlong motor from 2017 to 2020 and the unaudited financial statements from January to September 2021 and from January to November 2021; Consulted the public information of the company and the industry of Xianlong motor; The actual controller of the company was interviewed on site.
The acquisition of 20% equity of Xianlong motor will help give full play to the synergy between the company and Xianlong motor, enhance the core competitiveness of the company in the spindle field, comply with the company's development strategy, is reasonable and necessary, and will not have an adverse impact on the company's production and operation, financial status and cash flow.
2、 The announcement shows that if the audited net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses in 2021 is not less than 32 million yuan, both parties agree that the estimated value of the transaction price is 64 million yuan, that is, 32 million yuan × Equity of the target company (20%) × 10. On the contrary, both parties shall re determine the transaction price according to the amount not exceeding the standard amount. In the first three quarters of 2021, Xianlong motor realized a net profit of 28.9023 million yuan. Please add:
1. The specific basis and rationality of the above pricing agreement, whether it conforms to business practices, and whether it has been basically clear whether Xianlong motor can achieve performance in 2021.
2. In August 2017, the company acquired 80% equity of Xianlong motor with RMB 80 million. In combination with the changes in market environment, the operation and financial status of Xianlong motor, the changes of specific parameters predicted in the previous and subsequent assessments, the reasons and rationality of the changes, and whether the parameters are carefully and reasonably selected, please explain in detail the reasons and rationality for the large difference between the previous and subsequent valuations.
3. In combination with the major contracts signed by Xianlong motor, orders in hand, core technical advantages, business development planning, market competitiveness, industry development and the replies to the above questions, explain whether the pricing is fair and reasonable.
reply:
1. The specific basis and rationality of the above pricing agreement, whether it conforms to business practices, and whether it has been basically clear whether Xianlong motor can achieve performance in 2021.
According to the framework agreement on purchasing assets by paying cash signed by both parties of the transaction, after negotiation and confirmation by both parties, if the audited net profit attributable to shareholders of the parent company after deducting non recurring profits and losses in 2021 is not less than 32 million yuan, both parties agree that the estimated value of the transaction price is 64 million yuan, that is, "32 million yuan" × Equity of the target company held by Party B (20%) × 10 ", otherwise, both parties shall re determine the transaction price according to the amount not exceeding the standard amount. According to the relevant arrangements of this transaction, this transaction will take December 31, 2021 as the base date for audit and evaluation of Xianlong motor, and the final price will be determined by both parties through negotiation according to the results of due diligence, audit and evaluation of Xianlong motor.
The above transaction pricing is based on the estimated net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses in 2021, the operating performance of Xianlong motor promised by the counterparty from 2022 to 2024, the P / E ratio of Listed Companies in the same industry and similar transaction cases, and the preliminary evaluation and analysis of the equity value of Xianlong motor, Reasonable and in line with business practices. Specifically:
(1) Xianlong electric expects the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses in 2021
The main financial data of Xianlong motor in the latest year and the first period are as follows:
Unit: 10000 yuan
Project year 2020 / December 31, 2020 January September 2021 / September 30, 2021
(audited) (Unaudited)
Total assets 20895.9621030
