Securities code: China Hi-Tech Group Co.Ltd(600730) securities abbreviation: China Hi-Tech Group Co.Ltd(600730) Announcement No.: pro 2022018
China Hi-Tech Group Co.Ltd(600730)
Announcement on the progress of the acquisition of some shares and related party transactions of Guangxi yingteng Education Technology Co., Ltd
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Transaction overview
China Hi-Tech Group Co.Ltd(600730) (hereinafter referred to as ” China Hi-Tech Group Co.Ltd(600730) ” or “the company”) held the 17th meeting of the ninth board of directors on November 19, 2021, and the second extraordinary general meeting of shareholders in 2021 on December 6, 2021. The proposal on the acquisition of some shares and related party transactions of Guangxi yingteng Education Technology Co., Ltd. was deliberated and adopted, It is agreed that the company will acquire 16% of the shares of Guangxi yingteng Education Technology Co., Ltd. (hereinafter referred to as “yingteng education”). If the business performance of yingteng education in 2021 and 2022 meets the requirements of the completion rate of relevant performance targets, the company will continue to acquire 5% and 3% of its shares (see Announcement No. 2021046, 047 and 054 of the company for details).
In December 2021, the company signed the agreement on arbitration and settlement of share transfer and share transfer of Guangxi yingteng Education Technology Co., Ltd. (hereinafter referred to as “share transfer agreement” or “agreement”) with yingteng education, Lantao, Tong Xilin, LV tie, song Xingzhi, Tong Fengjiao and Liuzhou yingteng Investment Center (limited partnership). All parties to the share transfer agreement performed in time according to relevant agreements and completed the transfer and delivery of 16% shares of yingteng education, China Hi-Tech Group Co.Ltd(600730) holds 67% of shares of yingteng Education (see announcement Lin 2021062 of the company for details).
2、 Transaction progress
1. The performance gambling clause in the share transfer agreement stipulates:
The performance target of yingteng education in 2021 includes two indicators: operating revenue and net profit, of which the operating revenue target is RMB 72 million and the net profit target is RMB 14 million.
If the audited operating income and net profit of yingteng education in 2021 reach more than 90% of the performance target agreed in the agreement, the company shall continue to acquire 5% shares of yingteng education.
If any of the audited operating income or net profit of yingteng education in 2021 fails to reach 90% of the performance target, the company does not need to acquire 5% shares of yingteng education in 2022.
For example, yingteng education fails to achieve 90% of the performance target in any year of 2021 and 2022, but 2021 and
Securities code: China Hi-Tech Group Co.Ltd(600730) securities abbreviation: China Hi-Tech Group Co.Ltd(600730) Announcement No.: pro 2022018
If the accumulated operating revenue and net profit in 2022 reach 90% of the total two-year performance target, the company shall continue to acquire 8% of the shares of yingteng Education (see the company’s Announcement No. 2021047 for details).
2. Achievement of yingteng education’s performance in 2021 and performance progress of share transfer agreement
According to the audit report of Guangxi yingteng Education Technology Co., Ltd. (Lianda Shen Zi [2022] No. B2017) issued by Lianda Certified Public Accountants (special general partnership), the audited financial data and performance target completion rate of yingteng education in 2021 are as follows:
(unit: 10000 yuan)
2021 as agreed in the index agreement
2021 annual performance target audited financial data performance target completion rate
Operating income 72 Zte Corporation(000063) 8875 88.73%
Net profit 140000 718.10 51.29%
According to the above achievement rate of yingteng education’s performance target, since its audited operating revenue and net profit in 2021 did not reach 90% of the performance target, the company did not need to acquire 5% shares of yingteng education in 2022.
The operating revenue and net profit of yingteng education in 2021 failed to reach the performance objectives agreed in the agreement, mainly due to:
1) Operating income did not meet expectations. The business income of yingteng education’s core product examination Baodian is greatly affected by the relevant examination registration time and examination policies. In 2021, the examination time of medical junior and intermediate professional titles is earlier than that in 2020, and the candidates’ preparation time is shortened, resulting in the decline of students’ willingness to sign up; Affected by the health manager examination policy, the relevant examination and training business was reduced in 2021; As a result of the above reasons, the sales revenue of yingteng education products decreased. Meanwhile, in 2021, the new business of yingteng education is still in the early stage of development, and the corresponding income contribution is low. 2) Various expenditures increased. With the intensification of market competition in the field of medical online education, in order to improve product quality and service level and actively research and develop AI technology enabled product innovation, yingteng education has set up R & d think tanks in Liuzhou, Guangxi, Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) and Wuhan Optical Valley respectively to introduce cutting-edge technical talents and promote product iterative innovation with the help of industrial chain cluster advantages. Therefore, the corresponding investment in technology R & D has increased. In terms of market promotion, yingteng education has strengthened the brand publicity of new media, optimized and innovated marketing strategies and approaches, expanded user drainage and transformation methods, improved market coverage and conversion rate, and further increased the investment in market promotion and brand publicity. At the same time, yingteng education actively expands new business and new channels to create new profit growth points. Due to the increase of the above expenses, the teaching and research, operation and promotion expenses of yingteng education in 2021 increased compared with the previous year. In addition, 2021
Securities code: China Hi-Tech Group Co.Ltd(600730) securities abbreviation: China Hi-Tech Group Co.Ltd(600730) Announcement No.: pro 2022018
In, yingteng education no longer enjoyed the social security, rent and tax relief policies enjoyed in 2020 due to the epidemic, which also made its cost higher than that in the same period of last year.
In late 2021, yingteng education took a series of measures in response to the above situation, including further optimizing the business model, integrating business personnel and actively cultivating new businesses, which is expected to have a positive impact on the business data of yingteng education in 2022. The company will also continue to cooperate with yingteng education to improve its overall management and control level, strengthen its business core competitiveness and market competitiveness, actively coordinate and provide external resource support, and promote the growth of yingteng education performance.
3. Impact of the progress of this transaction on the company
According to Zhong Ming Ping Bao Zi [2022] No. 10005 appraisal report issued by Zhong Ming International Assets Appraisal (Beijing) Co., Ltd., the recoverable amount of yingteng education’s asset group related to goodwill is not less than 320 million yuan, which is 100199 million yuan higher than the fair value of 3099801 million yuan including 100% goodwill. According to the evaluation report, the goodwill formed by the company’s acquisition of yingteng education has not been impaired.
At present, the operation of yingteng education is normal, and the progress of this transaction will not have a significant adverse impact on the company, and there is no damage to the interests of the company and shareholders. The company will determine whether to continue to acquire the remaining shares of yingteng education in accordance with the share transfer agreement and the audited financial data of yingteng education in 2022, and will continue to pay attention to the follow-up progress and timely fulfill the obligation of information disclosure. Please pay attention to the investment risk. It is hereby announced.
China Hi-Tech Group Co.Ltd(600730) board of directors
March 30, 2022
