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Dongwang times ( Zhejiang Guangsha Co.Ltd(600052) , SH) disclosed on March 11 that it plans to acquire no more than 100% equity of Chongqing Huixian Youce Technology Co., Ltd. (hereinafter referred to as Chongqing Huixian) by paying cash. Earlier, xin’anjie (831370, BJ), a listed company on the Beijing stock exchange, had planned to consolidate Chongqing Huixian, but the transaction was terminated in late February. In a short time, Chongqing Huixian found a new buyer.
Statistics show that Chongqing Huixian is a leading enterprise in the field of hot water supply in Colleges and universities. Dongwang Times said that its acquisition will help speed up the company’s business transformation. According to xin’anjie’s previous disclosure, Chongqing Huixian’s performance in 2020 was at a loss, but its profit exceeded 13 million yuan in the first three quarters of 2021.
Dongwang times disposal acquisition plan
According to the announcement of Dongwang times, the company has signed the equity acquisition framework agreement with Li Xiaodong and other counterparties, and plans to acquire no more than 100% equity of Chongqing Huixian by paying cash.
Up to now, Li Xiaodong holds 24.07% equity of Chongqing Huixian and is the largest shareholder of the company. In the list of shareholders of Chongqing Huixian, the company listed on Shenzhen Stock Exchange Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) ( Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) , SZ) and the company listed on Beijing stock exchange xin’anjie are listed, holding 7.25% and 20.02% respectively.
According to the preliminary calculation of Dongwang era, the transaction consideration is expected to be 400 million yuan to 450 million yuan. Based on the comprehensive estimated value of the underlying assets of 430 million yuan, the listed company plans to acquire the performance commitment party at 8.39 yuan per share and Chongqing Huixian shares held by financial investors at 6.52 yuan per share. In this transaction, Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) and xin’anjie participated in the transaction as financial investors.
Li Xiaodong and other performance commitment parties promised that the net profits to be realized by Chongqing Huixian in 2022, 2023 and 2024 were 41 million yuan, 48 million yuan and 57 million yuan respectively. If the performance of Chongqing Huixian fails to meet the standard, the performance commitment party will compensate Dongwang times.
Founded in 1997, Chongqing Huixian is mainly engaged in the investment and operation management of apartment air energy and hot water projects in the education industry, the construction and service of building energy-saving projects, the system development of energy consumption supervision platform and the research and development of relevant energy-saving technologies. The company invested in the construction of campus air energy and hot water supply system in the BOT operation mode, and obtained the usufruct of the project. According to the announcement, Chongqing Huixian has invested in more than 140 projects in key universities across the country, with an investment amount of more than 400 million yuan.
Dongwang Times said that the acquisition is in line with the company’s strategic development direction, helps to accelerate the company’s business transformation, lays a good foundation for the company’s further development in the University hot water service industry, and helps to further improve the comprehensive competitiveness and follow-up development ability of listed companies.
Dongwang era, formerly known as Zhejiang Guangxia, is mainly engaged in film and television culture. In July last year, the controlling shareholder of the company was changed to Dongyang Dongke Digital Technology Co., Ltd. with the entry of the new owner, the company name and business scope of the listed company also changed.
xin’an-jie failed to merge tables
The announcement of Dongwang times did not disclose the financial data of Chongqing Huixian. “To be disclosed after the audit and evaluation results are issued.” Listed companies said. The reporter of “daily economic news” noted that xin’anjie’s announcement had disclosed the relevant financial data of Chongqing Huixian.
In April 2021, xin’anjie announced that the company would pay 73.587 million yuan to acquire 12.01 million shares of Chongqing Huixian, with a shareholding ratio of 20.02%. At that time, Chongqing Huixian’s latest audited total assets were 452 million yuan and its net assets were 187 million yuan; In 2020, the operating income of Chongqing Huixian was 133 million yuan, and the net profit attributable to the owner of the parent company was -2592500 yuan.
According to the appraisal, the appraisal conclusion of the market value of all the rights and interests of Chongqing Huixian on the benchmark date (December 31, 2020) is 290 million yuan. Li Xiaodong, the founder of Chongqing Huixian and the shareholding platform controlled by him, made a performance commitment to xin’anjie to realize a cumulative deduction of non net profit of no less than 137 million yuan in the next three years (20212023), and provided corresponding guarantees.
In December 2021, xin’anjie announced again that based on the needs of the company’s strategic development, the company plans to obtain the control of Chongqing Huixian.
According to the plan, xin’anjie plans to transfer 6 million shares of Chongqing Huixian held by Chongqing Huixian non founders and their non actual control subjects and non management (non performance commitment parties) at the price of 5.70 yuan / share in cash (34.2 million yuan). Meanwhile, xin’anjie plans to transfer 12.59 million shares of Chongqing Huixian held by the founder of Chongqing Huixian and its actual control subjects and management (performance commitment party) at the price of 7.41 yuan / share in cash (932919 million yuan). If the transaction is completed, xin’anjie will hold 51% equity of Chongqing Huixian in total and realize the consolidated financial statements. For the remaining 49% equity of Chongqing Huixian, xin’anjie previously planned to acquire by issuing shares or cash acquisition.
According to the disclosure of xin’anjie, as of September 30, 2021, the total unaudited assets of Chongqing Huixian were 478 million yuan and the net assets were 254 million yuan; From January to September 2021, the unaudited operating income of Chongqing Huixian was 133 million yuan, and the net profit attributable to the owner of the parent company was 130157 million yuan.
However, xin’anjie announced on February 25 that the transaction had been terminated.
