After more than two years of planning, the first backdoor listing on the ChiNext ended in failure.
On the evening of July 10, Aiske (300521.SZ) announced that the company had terminated its plan to purchase 100% of Pengcheng Jinyun Technology Co., Ltd. (hereinafter referred to as "Jinyun Technology") through major asset replacement, issuance of shares and cash payment. Equity and raising supporting funds.
This restructuring, which started in May 2020, was once regarded as the first restructuring and listing case on the ChiNext.However, after Asky disclosed the restructuring plan, another GEM company, Prism (300442.SZ), the restructuring plan of Runze Technology passed the meeting successfully last month.So far, Runze Technology will also become the first company to be listed on the Growth Enterprise Market through restructuring.
Behind the reorganization, as a listed company, Aiskai's business performance has been deteriorating. In 2020, it fell into its first loss after listing. Although it turned losses into profits the following year, its net profit was only 5.0098 million yuan, which was higher than the overall figure in 2015, the year before the listing. A drop of 89.3%.
In this transaction, Jinyun Technology, which was established as the Sun Company of ZTE, has an overall valuation of 2.546 billion yuan.After the failure of the backdoor listing of Asky, when will Jinyun Technology's listing dream be completed?
The first backdoor case on the ChiNext fell through
The reorganization of Asky and Jinyun Technology has gone through several twists and turns.
Looking back at the announcement, in May 2020, Aiske disclosed its intention to reorganize Jinyun Technology for the first time.According to the reorganization plan, Asky plans to reorganize 100% equity of Jinyun Technology through major asset replacement, share transfer, issue of shares and payment of cash to purchase assets, and raise supporting funds of no more than 1 billion yuan.After the transaction is completed, Jinyun Technology will be restructured and listed, and the main business of the listed company will be changed to third-party IDC (ie Internet data center) services.
The transaction attracted much market attention at the time.In June 2019, the China Securities Regulatory Commission issued new restructuring regulations, allowing high-tech industries and strategic emerging industry-related assets in line with the national strategy to be restructured and listed on the ChiNext Board, and at the same time, the supporting financing for restructuring and listing will be resumed.
Shortly after the introduction of the new restructuring regulations, Ji Yao Holdings announced that it was going to be backdoored by Revised Pharmaceuticals, which caused a stir in the market for a while, but the restructuring soon failed.The launch of this restructuring plan by Asky is also regarded by the market as the first case of restructuring and listing on the ChiNext.
In September 2021, after three rounds of review and inquiries, the Shenzhen Stock Exchange suspended the review of the restructuring because the financial information submitted by Asky had expired and needed to be supplemented.Shortly thereafter, Aiske voluntarily withdrew the reorganization documents, and the regulatory authorities also decided to terminate the review of the company's reorganization application.In December 2021, Aiske announced again that the company will continue to advance this restructuring.
According to the fourth revision of the reorganization draft disclosed by Asky, Asky uses all assets, liabilities and businesses as of the evaluation base date as the assets to be placed out, and the equivalent of the 100% equity of Jinyun Technology held by the counterparty Part of the asset replacement is carried out, and the difference between the assets to be placed and the assets to be placed out is paid to the counterparty by issuing shares to specific objects and paying cash.At the same time, Aishute, the controlling shareholder of Aishika, transferred 8.52% of the company's shares to Detong (Shanghai), and the listed company also plans to raise supporting funds of no more than 1 billion yuan.
After the transaction is completed, Jinyun Technology will be restructured and listed, and Shao Jun, Tian Lixin, Wang Li, and Zhang Xiaoyi will become the actual controllers of the listed company.
Until July 10 this year, Aiske finally announced the reorganization.The announcement shows that in November 2021, the company intends to make major adjustments to the transaction plan, so it withdraws the application documents for the issue of shares to purchase assets, and continues to conduct friendly negotiations with the counterparty on the adjustment of the transaction plan, but in the end, all parties involved in the transaction could not reach an agreement. Opinion.Considering that since the planning of this major asset reorganization, the market environment has undergone great changes compared with the beginning of the planning of this restructuring, all parties to the transaction agreed and jointly decided to terminate this transaction.
It is worth mentioning that, following Aishika, in November 2020, another GEM-listed company, Presun, also launched a restructuring plan, and Runze Technology plans to backdoor Presun for listing.In June of this year, the reorganization of Prisson went smoothly.This also means that Presun will become the first backdoor stock on the GEM, and Runze Technology will be the first company listed on the GEM through a backdoor.
Jinyun Technology once promised a net profit of over 550 million in three years
Behind the continuous promotion of restructuring, Asky's operating performance is not good.
According to the data, Aiskai is a 3D printing company on the GEM, focusing on technical research and development, production, sales and service solutions of industrialized printing products.
After landing on the Growth Enterprise Market in July 2016, Asky's operating performance declined in the following year, and its net profit fell for four consecutive years until it lost money.From 2016 to 2020, Aishika achieved operating income of 185 million yuan, 180 million yuan, 174 million yuan, 165 million yuan, and 136 million yuan, and net profit of 46.678 million yuan, 36.6803 million yuan, 25.4433 million yuan, and 5.7678 million yuan. , -12.1464 million yuan.
In 2021, Aiskai successfully turned losses. In the current period, the company achieved an operating income of 153 million yuan, a year-on-year increase of 12.43%; a net profit of 5.0098 million yuan, a year-on-year increase of 141.24%, but compared with the net profit in 2015, the year before the listing, the overall That's still an 89.3% drop.
In the first quarter of this year, Aisky achieved operating income and net profit of 26.1493 million yuan and -2.434 million yuan respectively, a year-on-year change of 0.8% and -20.15%.
In this context, listed companies hope to restructure and transform into the field of Internet data centers to enhance profitability.The draft shows that Jinyun Technology, formerly known as ZTE Jinyun Technology, was funded and established by ZTE Cloud Services, a wholly-owned subsidiary of ZTE (000063.SZ) at the end of 2015.At the beginning of 2018, Xinyu Dekun and Moyun Investment received 50% of the target shares respectively, and ZTE withdrew from the ranks of shareholders.At the same time, Xinyu Dekun and Magic Cloud Investment also added 492 million yuan to Jinyun Technology to purchase IDC assets and project investment from ZTE and its subsidiaries.
From 2018 to the first quarter of 2021, Jinyun Technology achieved operating income of 120 million yuan, 215 million yuan, 241 million yuan, and 63 million yuan, and net profit of 31.0138 million yuan, 70.8617 million yuan, 81.2161 million yuan, and 20.8644 million yuan.
In this transaction, the assessed value of Jinyun Technology reached 2.546 billion yuan, an increase of 1.387 billion yuan compared with the net asset value of its parent company owner at the end of 2020, with an appreciation rate of 114.7%.The counterparty of the transaction also made a performance commitment, that is, from 2021 to 2023, the net profit attributable to the parent company of Jinyun Technology, whichever is lower before and after the deduction of non-deductibles in each year, shall not be less than 110 million yuan, 160 million yuan, and 280 million yuan, respectively. less than 550 million yuan.
With the termination of this reorganization, how will Aiske boost its performance?Will Jinyun Technology continue to promote its listing?Changjiang Commercial Daily will continue to pay attention.
