Recently, Capital Online (300846.SZ) received a letter of concern, the Shenzhen Stock Exchange on the company's cash acquisition of Beijing Zhongjia Hexin Communication Technology Co., Ltd. (hereinafter referred to as "" Zhongjia Hexin”) expressed concern, and asked the company to verify and explain the main reasons for the high appreciation rate of the transaction target and the necessity of this transaction.
On June 21, Capital Online issued an announcement, disclosing that the company intends to acquire 60% of the equity of Zhongjia Hexin through equity transfer with its own funds or self-raised funds of no more than 160 million yuan.After the delivery of the underlying equity of this transaction, Zhongjia Hexin will become a holding subsidiary of Capital Online and will be included in the scope of the company's consolidated statements.
The announcement shows that the main business of Zhongjia Hexin is IDC and other businesses.In 2021, the revenue will be 81.3079 million yuan and the net profit will be 23.3535 million yuan.The audited book value of net assets was 23.5264 million yuan, and the assessed value of the income method was 267 million yuan. Compared with the book value of net assets, the appreciation value was 244 million yuan, and the assessment value-added rate was 1036.84%.
Capital Online stated in the announcement that after friendly negotiation between the two parties, the transaction price of the underlying assets was determined to be no more than 160 million yuan, and the appreciation over the book value of the net assets was 137 million yuan.
The transferor promised that the net profit of Zhongjia Hexin in 2022-2024 should not be less than 25 million yuan, 29 million yuan and 33 million yuan respectively.Capital Online will pay the acquisition consideration in stages based on the completion of the performance during the commitment period.
Shenzhen Stock Exchange asked this question and asked Capital Online to explain the reasons for the high value-added rate of the evaluation of the transaction target, as well as the basis, rationality and achievability of Zhongjia Hexin's future annual forecasted revenue scale and net profit compared with the reporting period. .
Capital Online once explained in the announcement that the IDC industry currently has a strong market demand and is also an industry encouraged and supported by national policies. The core management team of Zhongjia Hexin has rich experience in data center services, and the projects it operates exceed the industry average profit level.Capital Online said: "In this context, it is reasonable to judge that Zhongjia Hexin has broad development prospects and room for profit growth in the future."
It is worth noting that the cash flow statement shows that Zhongjia Hexin will pay 53 million yuan in cash to distribute dividends, profits or repay interest from January to April 2022.However, its balance sheet shows that the owner's equity of Zhongjia Hexin at the end of 2021 and April 30, 2022 was 67.896 million yuan and 23.5264 million yuan respectively.
The Shenzhen Stock Exchange inquired about the reasons and necessity for Zhongjia Hexin to distribute large dividends within a short period of time, and asked Capital Online to explain whether the large dividends would have a significant adverse impact on daily operations, and explain the company’s high premium The commercial rationality of the acquisition of Zhongjia Hexin, and whether there is any situation that damages the interests of the listed company.
In addition, the Shenzhen Stock Exchange also inquired about the operation and accounting issues of Zhongjia Hexin, as well as the specific source of funds for this acquisition by Capital Online.
According to the requirements of the Shenzhen Stock Exchange, Capital Online needs to submit the relevant explanatory materials to the GEM Company Management Department of the Shenzhen Stock Exchange before June 29 and disclose it to the public, and send a copy to the Listed Company Supervision Office of the Beijing Securities Regulatory Bureau.
