On March 15, xinxin.com announced that it planned to pay 10 billion yuan in cash to the securities manager after the reorganization of xinxin.com. At the same time, Beijing Compass Technology Development Co.Ltd(300803) said that the Transaction constituted a major asset restructuring of listed companies.
plans to acquire 100% equity of restructured wechat securities by rmb1.5 billion
Beijing Compass Technology Development Co.Ltd(300803) pointed out that according to the draft reorganization plan, the rights and interests of joint venture group, Shengjing financial holding and Hengxin leasing as the original shareholders of wechat securities in wechat securities will be adjusted to zero, and the company will invest 1.5 billion yuan in the reorganization investment to pay off the debts of wechat Securities and obtain 100% equity of the restructured wechat securities. Up to now, the above-mentioned draft reorganization plan still needs to be voted by the creditors’ meeting and approved by the ruling of Shenyang intermediate people’s court. After the implementation of the reorganization plan of wechat securities, the company will hold 100% equity of the restructured wechat securities, own the ownership of the securities and the control and management rights of the securities, enjoy all shareholders’ rights of the underlying assets and assume corresponding obligations and responsibilities. This transaction constitutes a major asset restructuring of the listed company.
Beijing Compass Technology Development Co.Ltd(300803) published the annual report of 2021 as early as the end of January. In 2021, Beijing Compass Technology Development Co.Ltd(300803) achieved a revenue of 932 million yuan, with a year-on-year increase of 34.63%; The net profit attributable to shareholders of listed companies reached 176 million yuan, up 97.51% year-on-year; The net cash flow from operating activities was 373 million yuan, up 61.79% year-on-year.
After the explosion of wechat securities in 2019, Liaoning Securities Regulatory Bureau sent a risk monitoring on-site working group to wechat securities to conduct special inspection and urge the company to take various measures to resolve risks. In July 2021, Wangxin securities filed an application for bankruptcy and reorganization with Shenyang intermediate people’s court. In September, Beijing Compass Technology Development Co.Ltd(300803) , Ruida Futures Co.Ltd(002961) , Haomai fortune and Linlong signed up to participate in the recruitment and selection of investors for bankruptcy reorganization of wechat securities.
Finally, Ruida Futures Co.Ltd(002961) withdrew. On February 10 this year, Beijing Compass Technology Development Co.Ltd(300803) announced that it was qualified as an investor in the reorganization of wechat securities, which surprised the market at that time.
2021: the huge loss of wechat securities exceeded 500 million
From the perspective of financial data, wechat securities has long been in an insolvent state. According to the report on major asset purchase (Draft) announced by Beijing Compass Technology Development Co.Ltd(300803) this time, the target company achieved net profits of -611792 million yuan and -509 million yuan respectively in 2020 and 2021, with losses for many consecutive years. By the end of 2021, the net assets of wechat securities were -4.133 billion yuan.
However, Beijing Compass Technology Development Co.Ltd(300803) pointed out that Wangxin securities has been in abnormal operation in recent years, and its real value cannot be reflected by historical financial data. After the completion of this bankruptcy reorganization, according to the reference audit report of the subject company, that is, assuming that the acquisition of wechat has been completed by the end of the reporting period, the net assets of wechat securities will be increased to 261 million yuan.
Assuming that the bankruptcy reorganization has been completed and without considering the empowerment (synergy) of Beijing Compass Technology Development Co.Ltd(300803) on wechat securities in the future, according to the report issued by North Asia Affairs Office, the assessed value of 100% equity of wechat securities as of December 31, 2021 is 679 million yuan; After considering the empowerment (synergy effect) of Beijing Compass Technology Development Co.Ltd(300803) on wechat securities in the future, the valuation result of 100% equity is RMB 1.823 billion.
Beijing Compass Technology Development Co.Ltd(300803) pointed out that after the completion of this transaction, wechat securities will rely on Beijing Compass Technology Development Co.Ltd(300803) existing technical advantages to accelerate the online transformation of wealth management business Beijing Compass Technology Development Co.Ltd(300803) mature digital platform can provide advanced financial technology service means for wechat securities, promote the construction of risk control system through the construction of digital operation platform, and help the business reconstruction of wechat securities.
To sum up, the pricing of this transaction is reasonable and within the fair range, and there is no damage to the interests of minority shareholders.
