On January 4, Archermind Technology (Nanjing) Co.Ltd(300598) (300598, SZ) received a letter of concern, and Shenzhen Stock Exchange asked it to explain that it plans to transfer 0.23% equity of Tongxin Software Technology Co., Ltd. (hereinafter referred to as “Tongxin software”) at a price of 34.5 million yuan to Suzhou Junlian xiangdao equity investment partnership (limited partnership) (hereinafter referred to as “Suzhou Junlian”).
It is worth noting that at the board of directors of the company on December 30, 2021, Archermind Technology (Nanjing) Co.Ltd(300598) 2 independent directors abstained from voting on the above proposal. Both of them believe that there is still uncertainty in the process of the transaction and the impact of the transaction on the listed company.
According to the official website, as a leading manufacturer of domestic operating systems, Tongxin software has a deep technical accumulation in operating system R & D, industry customization, internationalization, migration adaptation, interaction design and other aspects, and can meet the extensive needs of different users and application scenarios for operating system products.
As of the closing on January 4, Archermind Technology (Nanjing) Co.Ltd(300598) share price was 65.35 yuan / share, an increase of 2.13%.
two independent directors said that the transaction was still uncertain
According to the announcement on December 31, 2021, after Archermind Technology (Nanjing) Co.Ltd(300598) transferred its 0.23% equity of Tongxin software to Suzhou Junlian for RMB 34.5 million, the company still holds 32.31% equity of Tongxin software.
In the first three quarters of 2021, Tongxin software realized an operating revenue of 393 million yuan and a total profit of 169 million yuan. As of September 30, 2021, the total assets of Tongxin software were RMB 1.621 billion and the net assets were RMB 1.401 billion.
In this regard, Shenzhen stock exchange requires Archermind Technology (Nanjing) Co.Ltd(300598) to supplement the background and reasons of the company’s equity transfer in combination with the business status, financial status and development prospect of Tongxin software; The previous evaluations of Tongxin software in recent three years are supplemented, including but not limited to the evaluation time and background, evaluation methods and evaluation results. In combination with the description of the basis and fairness of this pricing, whether there is any difference compared with the previous evaluation and the rationality of the difference.
The announcement also shows that Suzhou Junlian shall pay 17.5 million yuan within 2 working days after the equity transfer agreement is signed and the payment terms are reached; The remaining 17 million yuan shall be paid within 10 working days after completing the industrial and commercial change registration of the subject equity transfer.
Shenzhen Stock Exchange also requires Archermind Technology (Nanjing) Co.Ltd(300598) to supplement the signing of the above equity transfer agreement and the payment of the first phase of equity transfer as of the reply date. If it has not been paid, please further explain the specific content of the payment terms, the expected completion time, the procedures to be performed to meet the payment terms and the existing potential risks.
It is worth noting that at the board of directors of the company on December 30, 2021, Archermind Technology (Nanjing) Co.Ltd(300598) 2 independent directors abstained from voting on the above proposal. Both of them believe that there is still uncertainty in the process of the transaction and the impact of the transaction on the listed company.
According to the announcement, after the deliberation and approval of the board of directors, Archermind Technology (Nanjing) Co.Ltd(300598) has signed the relevant equity transfer agreement with Suzhou Junlian on December 30, 2021. Archermind Technology (Nanjing) Co.Ltd(300598) said that the transaction still needs the consent of other shareholders of Tongxin software to the equity transfer and give up the preemptive right, the payment of the transferee and the completion of industrial and commercial changes, which is uncertain.
In this regard, Shenzhen stock exchange requires Archermind Technology (Nanjing) Co.Ltd(300598) independent directors Hu Hao and GUI Aiping to explain the understanding process of relevant proposals after receiving the notice of convening the board of directors, and whether there is any situation in which the relevant parties of the company do not cooperate to provide information; Explain the specific circumstances of performing the obligation of diligence and responsibility for the transfer of part of the equity of the participating company and the specific reasons for abstaining from voting; Supplement whether the equity transfer is conducive to the development of the company, whether there is any damage to the interests of the company and shareholders, and require them to fully prompt the risks related to the transaction.
is profit adjusted through year-end surprise trading?
According to the announcement, the counterparty Suzhou Junlian was established on March 3, 2021, with a registered capital of 5.772 billion yuan. Its business scope includes private equity investment, investment management, asset management and other activities. As of September 30, 2021, the total assets of Suzhou Junlian were 1.183 billion yuan and the net assets were 1.158 billion yuan.
Archermind Technology (Nanjing) Co.Ltd(300598) said that after inquiring all directors, supervisors, actual controllers and more than 5% shareholders of the company, it was confirmed that there was no association relationship between the transferee and the company and other relationships in terms of property rights, business, assets, creditor’s rights and debts and personnel. After verification, Suzhou Junlian is not a dishonest person to be executed.
Archermind Technology (Nanjing) Co.Ltd(300598) also said that the equity transfer of the participating company is conducive to increasing the liquidity of the company’s assets and the development of the company. There is no damage to the interests of the company and shareholders, and will not have a significant impact on the development of the company’s business. It is expected to have an impact on the company’s after tax net profit of about 28.93 million yuan.
In addition, the data show that in the first three quarters of 2021, Archermind Technology (Nanjing) Co.Ltd(300598) achieved an operating revenue of 955 million yuan, a year-on-year increase of 59.61%, and the net profit attributable to the parent company was 17.0466 million yuan, a year-on-year decrease of 34.22%. In the first quarterly report and semi annual report of 2021, Archermind Technology (Nanjing) Co.Ltd(300598) is also in a state of loss.
In this regard, Archermind Technology (Nanjing) Co.Ltd(300598) explained in the semi annual report that the company’s performance loss is mainly the loss of investment income. The joint-stock company’s unified information software is in the stage of rapid growth, increasing investment in R & D, market and other aspects. At the same time, the number of employees has increased significantly, reaching 2600 in the middle of the year, and the labor cost and various expenses have increased significantly compared with the beginning of the year, At the same time, due to the characteristics of the industry, business bidding and contract signing are mainly concentrated in the second half of the year, and there are certain seasonal characteristics in the realization of income. After deducting the above effects, the company’s actual business is profitable.
For the above matters, Shenzhen stock exchange requires Archermind Technology (Nanjing) Co.Ltd(300598) to supplement whether Suzhou Junlian and its executive partner Lhasa Junqi Enterprise Management Co., Ltd. have any affiliated relationship or other interest relationship with the company, the actual controller of the company, directors, supervisors and major shareholders, and whether there are other undisclosed potential arrangements or additional conditions for this transaction, Whether the company adjusts profits through surprise transactions at the end of the year.
(Daily Economic News)
