On April 29, CSCEC information announced that it would be absorbed by the listed company Ningxia Building Materials Group Co.Ltd(600449) share exchange and resumed trading after merger. On that day, the share price soared by nearly 7%, and the latest market value was 2.636 billion yuan.
CSCEC information is also a star company of the new third board. Its business has been deeply bound with Huawei for a long time, and has always been known as Huawei’s “right arm”. CSCEC information announced in May 2020 that it had entered the guidance period of the selected layer, but there has been no progress since then. This announcement will be absorbed and merged, and will be delisted, and will eventually cancel the legal personality.
will be delisted and the legal person status will be cancelled
Another star company is about to bid farewell to the new third board.
CSCEC information suspended trading on April 15 because it received a notice from the actual controller of the company, China Building Materials Group Co., Ltd., that China Building Materials Group Co., Ltd. was planning major events related to the company’s major asset restructuring. On April 29, CSCEC information resumed trading after announcing the major asset restructuring plan, which soared by nearly 7% on the same day, with the latest market value of 2.636 billion yuan.
The night before the resumption of trading, CSCEC information announced that Ningxia Building Materials Group Co.Ltd(600449) plans to exchange shares to absorb and consolidate CSCEC information by issuing shares to all shareholders of CSCEC information. After the completion of this merger, CSCEC information will terminate its listing, Ningxia Building Materials Group Co.Ltd(600449) will inherit and undertake all assets, liabilities, business, contracts, qualifications, personnel and all other rights and obligations of CSCEC information, and CSCEC information will eventually cancel its legal personality. It is understood that Ningxia Building Materials Group Co.Ltd(600449) will integrate the high-quality assets of digital and information services within China Building Materials Group, such as CSCEC information and horse racing IOT, and adjust its positioning to an enterprise level ICT ecological service platform. Its main businesses include value-added distribution of ICT products, cloud and digital services, intelligent logistics, etc.
In this share exchange absorption merger, the issuing price of Ningxia Building Materials Group Co.Ltd(600449) shares is 14.14 yuan / share. As of March 31, 2022, the estimated value of 100% equity of CSCEC information is about 2.9 billion yuan. The share exchange ratio of this transaction is 1.3731, that is, 1.3731 Ningxia Building Materials Group Co.Ltd(600449) shares can be exchanged for every share of CSCEC information. Without considering the cash option exercised by the shareholders of CSCEC information, according to the estimated value, the number of shares issued by Ningxia Building Materials Group Co.Ltd(600449) this merger is 205091938 shares.
The announcement said that before and after the reorganization, the actual controller of CSCEC information was China Building Materials Group, which had not changed and there was no new horizontal competition. According to the data, China building materials smart IOT holds 37.16% of the shares of the company, China building materials import and export holds 10.71% of the shares of the company, China building materials joint investment holds 4.69% of the shares of the company, and China building materials investment holds 2.01% of the shares of the company. All the above four companies are subordinate enterprises of China Building Materials Group. To sum up, China Building Materials Group indirectly holds 54.57% of the shares of CSCEC information and is the actual controller of the company.
The actual controlling shareholder of Ningxia Building Materials Group Co.Ltd(600449) is also China Building Materials Group, which holds 49.03% of the shares of Ningxia Building Materials Group Co.Ltd(600449) and is its controlling shareholder.
The announcement shows that in order to fully protect the interests of minority shareholders, this share exchange absorption and merger will provide cash options to all shareholders of CSCEC information except CSCEC smart IOT, CSCEC import and export, CSCEC joint investment and CSCEC investment. Shareholders who have the right to exercise the cash option can request the cash option provider of this merger to acquire its shares in CSCEC information.
On the other hand, the shareholders of CSCEC information, China building materials smart IOT, China building materials import and export, China building materials joint investment and China building materials investment, promise that the Ningxia Building Materials Group Co.Ltd(600449) shares obtained through this restructuring will not be transferred within 36 months from the end of this issuance, except for the transfer between different subjects controlled by the same actual controller. If the closing price of the shares of the listed company is lower than the issue price for 20 consecutive trading days within 6 months after the completion of the reorganization, or the closing price is lower than the issue price at the end of 6 months after the completion of the reorganization, the lock-in period of the shares of the listed company will be automatically extended for at least 6 months.
the shining “Huawei concept stock” on the new third board
Zhu Weiyi, a senior person in the new third board market and general manager of Guangdong power Equity Investment Fund Management Co., Ltd., believes that Ningxia Building Materials Group Co.Ltd(600449) share exchange, absorption and merger of CSCEC information is of great significance and historical significance.
Zhu Weiyi believes that the valuation of the acquisition of CSCEC information is much higher than the fair value of the market. More than 2000 shareholders of CSCEC information can exchange shares to become shareholders of Ningxia Building Materials Group Co.Ltd(600449) and minority shareholders who are unwilling to exchange shares can sell shares or accept Ningxia Building Materials Group Co.Ltd(600449) ‘s cash option. The significance of this case is that the regulatory authorities recognize the fair value of the new third board market. It can be seen from the plan that Ningxia Building Materials Group Co.Ltd(600449) shares held by minority shareholders after the share exchange have no lock-in period and no tax arrangement, which is the same as that of Midea Group Co.Ltd(000333) share exchange and merger of little swan in that year.
“This is different from the case of the original listed company holding and acquiring the new third board. The original acquired new third board company will be treated as an unlisted company, either delisting into a limited company, or acquiring the equity of the major shareholder of the new third board company, and the equity of the minority shareholder will be repurchased by the major shareholder of the original new third board company.” Zhu Weiyi said.
Although it is of great significance for CSCEC information to be absorbed and merged by share exchange, as a well-known “Huawei concept stock” on the new third board, it is about to wave goodbye to the new third board, which still makes the industry people who continue to pay attention to the new third board and advocate for the new third board very much.
CSCEC information has cooperated with Huawei for more than ten years. It has always been known as the “right arm” of Huawei and the shining “Huawei concept stock” on the new third board. It is reported that the company and Huawei work together to actively empower partners to build an ecological service platform for enterprise ICT partners. It is promoting its strategic layout in the field of information innovation and working with partners to provide diversified products and services for enterprise customers. The company’s business covers major Chinese cities such as Beijing, Shanghai, Guangzhou, Shenzhen, Chengdu, Shenyang, Xi’an and Wuhan, as well as overseas countries such as Ethiopia and Algeria. It provides more perfect and superior technical solutions for partners in government, finance, Internet, education, manufacturing, energy, transportation and many other industries. The company has ranked first in the market share of Huawei’s enterprise business in China for 13 consecutive years. It has become the first partner in China to obtain the CSP five diamond certification of the whole product line of Huawei’s enterprise business and the first partner with an annual performance of Huawei’s enterprise business exceeding 10 billion yuan. It has been awarded “Huawei’s global excellent general distributor”, “ten-year meritorious and outstanding contribution award”, “China’s best Government Enterprise Logistics Cooperation Award” and other key awards by Huawei for many times.
On the other hand, by giving full play to its own ecological platform value and channel resource advantages, the company has carried out strategic cooperation with mainstream manufacturers at home and abroad, such as Tongfang computer, Inspur commercial machine, Nsfocus Technologies Group Co.Ltd(300369) , Dameng database, Beijing Tongtech Co.Ltd(300379) , Microsoft, sap, IBM and AMD, made use of its own resource connection advantages, continued to implement the business model of multi line integration and parallel, condensed mutual trust with partners, and worked together to create more sustainable competitiveness Growth business platform.
The company cooperates with domestic database leading enterprise Dameng database and security product leading enterprise Nsfocus Technologies Group Co.Ltd(300369) , establishes a strategic cooperation alliance, and deeply promotes all-round cooperation such as product scheme integration and channel market expansion by giving full play to their respective advantages, so as to meet the needs of customers in the integration field and create market value.
On April 26, CSCEC information released the performance report of the annual report of 2021. During the period, the operating revenue was 18.009 billion yuan, a year-on-year decrease of 12.30%, and the net profit was 310 million yuan, a year-on-year decrease of 5.59%.
The company invested more than 90 million yuan in R & D in 2021, an increase of nearly 80% over the previous year. By the end of the reporting period, the company had 21 patents, 255 software copyrights and was applying for 50 patents (including 47 invention patents and 3 utility model patents). The company also carried out school enterprise cooperation with Beijing Jiaotong University and Beijing University of Aeronautics and Astronautics to promote the integration of industry and education and build an innovation system of industry university research alliance.
