Xinzhong shares (832646, NQ), a new third board listed company founded in 2008, is mainly engaged in Intelligent Cloud communication service business and claims to have “near monopoly voice line resources”.
In the first three quarters of 2021, the company achieved a revenue of 481 million yuan, a year-on-year decrease of 25%; The net profit was 54.7171 million yuan, a year-on-year increase of 3.2%.
It is worth noting that in 2018, the listed company Tatwah Smartech Co.Ltd(002512) (002512, SZ; yesterday’s closing price was RMB 3.57) planned to acquire Xunzhong shares at a price of RMB 1.2 billion. How is the deal going today? The reporter consulted the regular reports issued by Xinzhong shares since 2018 and did not find that the figure of listed companies Tatwah Smartech Co.Ltd(002512) appeared in the list of shareholders. In this regard, the reporter of the daily economic news called the two sides of the transaction respectively and received different replies before and after. As of press time, the reporter has not received a clear reply from both sides on the progress of the acquisition.
are there relevant resources close to monopoly?
According to the company’s official wechat, Xunzhong is one of the first PAAS + SaaS service providers focusing on the field of enterprise communication in China. It provides comprehensive communication services and digital solutions for enterprises and governments based on cloud computing and artificial intelligence technology. In October this year, Xunzhong shares was selected into the list of “specialized and special new” in Beijing.
For the company’s competitive advantage, the 2020 annual report of Xunzhong shares shows that telecom operators still hold the most basic resources in the field of cloud communication. At present, the company’s significant competitive advantage lies in its good cooperative relationship with operators, which also brings the company close to monopoly voice line resources. But Xunzhong shares also admitted that this advantage has unsustainable risks.
The annual report shows that from 2015 to 2017, the revenue of Xunzhong shares showed a double growth trend, and the revenue growth slowed down in the past two years. In 2019 and 2020, Xunzhong achieved revenue of RMB 874 million and RMB 984 million respectively, with a year-on-year increase of 2.25% and 12.69% respectively.
According to the 2020 annual report, the three main products of Xunzhong are SaaS cloud call center, PAAS cloud communication service and BPO outsourcing service. Among them, the operating revenue of PAAS cloud communication service accounts for 84% of the total operating revenue and the gross profit margin is 12.68%.
Is the acquisition case terminated 3 years ago?
The reporter of the daily economic news noted that as early as June 2018, the listed company Tatwah Smartech Co.Ltd(002512) announced that it planned to acquire Xunzhong shares by issuing shares, hoping to quickly cut into the cloud communication business.
Three months later, Tatwah Smartech Co.Ltd(002512) disclosed the plan for issuing shares and paying cash to purchase assets. According to the plan, as of March 31, 2018, the audited net assets of Xunzhong shares were RMB 222 million, and the estimated value of its 100% equity was RMB 1.225 billion. The total amount of this transaction is determined to be RMB 1.225 billion through negotiation by all parties to the transaction, and the transaction price is 450.61% higher than the net assets. Tatwah Smartech Co.Ltd(002512) said that this transaction does not constitute a major asset restructuring.
In November 2018, Tatwah Smartech Co.Ltd(002512) announced again that due to the fact that the underlying assets belong to the new third board listed company, there are many shareholders, different interest demands of all relevant parties, and there are state-owned shareholders among the shareholders, the implementation procedures for the issue of shares by the company are complex, and the relevant parties are unable to reach an agreement on the core terms such as the transaction mode of the underlying assets, Therefore, the target assets are purchased by cash payment.
At that time, the acquisition funds of the acquirer Tatwah Smartech Co.Ltd(002512) had not been received. The announcement shows that the funds mainly come from two aspects. On the one hand, Tatwah Smartech Co.Ltd(002512) sells a number of financial assets, including Runxing Financial Leasing Co., Ltd. if these assets are successfully delivered, a large amount of funds can be recovered, so as to pay part of the transaction consideration; On the other hand, Fuzhou Liming sub branch of Fujian strait bank Co., Ltd. plans to give the acquirer a credit of RMB 1.3 billion. If such credit can be extended smoothly, it can also pay part of the consideration of this transaction.
How is the acquisition going over the past three years? In this regard, the reporter called Tatwah Smartech Co.Ltd(002512) and Xunzhong shares respectively. When calling for the first time, the staff of both companies said that the acquisition would not be carried out now. Among them, Tatwah Smartech Co.Ltd(002512) staff said that they were not clear about the previous acquisitions, but they did not do the project at present. The staff of Xunzhong shares said that the acquisition should not be successful, and there is no news now.
However, in the subsequent telephone communication on the acquisition, Xinzhong shares only left the reporter’s contact information. Tatwah Smartech Co.Ltd(002512) the staff said that “senior executives are currently discussing” and “they are not clear about the follow-up specific situation, which may only be determined by senior executives of the company”. The reporter then wrote to disclose the email. As of press time, no clear reply has been received from both parties on whether the acquisition is terminated.
With regard to the rationality of the listed company’s failure to disclose the acquisition results, Lawyer Wang huaitao of Shanghai Xingu law firm said that the transactions that do not constitute a major asset restructuring do not belong to compulsory disclosure. However, if the termination of the acquisition has caused market rumors and may cause abnormal transactions in the company’s share price or derivatives, they should be disclosed in time.
(Daily Economic News)
