Anel (002875), which is in the children's clothing business, wants to cross the big data track. Recently, Anel disclosed that it intends to acquire 22% of the shares of Shenzhen Innovation Technology Co., Ltd. (hereinafter referred to as "Innovation Branch") held by Shenzhen Zhuoyun Zhichuang Technology Co., Ltd. (hereinafter referred to as "Zhuoyun Zhichuang") with an installment payment of 440 million yuan in cash, and the company will enter the field of big data. It is worth mentioning that there are many doubts behind the cross-border acquisition, and on December 16, the Shenzhen Stock Exchange also issued a letter of concern to Anel, and the transaction price, the counterparty and the operating pressure after the acquisition of the listed company were all questioned one by one.
Value-added rate up to 1167.45%
The high value-added rate of the target is the first major question asked by the Shenzhen Stock Exchange.
According to the disclosure announcement, the company plans to purchase 22% of the equity of Innovation Branch, which was established in 2005 and is a high-tech enterprise based on big data storage system, integrating data center, cloud services and big data services, and its products and services are widely used in communications, finance and Internet industries. The main products of the Innovation Branch include cloud storage, unified storage, application storage, hyperconverged architecture, data center servers and their supporting software.
According to the announcement, the evaluation results of the income method are used in this evaluation, based on the accurate judgment of the management of the assessed unit on the future development trend and the premise of the implementation of the business plan, the appraisal value of all the shareholders' equity of the target company on June 30, 2023 is 2.025 billion yuan, and the book value of the owner's equity of the consolidated statement on the appraisal base date is 160 million yuan, and the appraised value is 1.866 billion yuan higher than the book owner's equity at the consolidated level, with an appreciation rate of 1167.45%.
In view of the high value-added rate of this acquisition, the Shenzhen Stock Exchange requires Anel to disclose the valuation of the previous equity financing of Innovation Branch, as well as the evaluation assumptions, evaluation parameters and estimation process of this transaction, and explain whether the evaluation assumptions and evaluation parameters are consistent with the operating conditions, operating income and net profit change trend and range of Innovation Branch, and whether it is prudent and reasonable.
According to the announcement, the strength of the innovation department is strong, the company has set up sales and technical support centers in Beijing, Shanghai and Shenzhen, and has established sales branches in 22 large and medium-sized cities in China, and is the first domestic storage brand shortlisted for China Mobile and Telecom cloud storage centralized procurement list, and has participated in major projects such as the video surveillance system of the Shanghai World Expo, the high-performance computing system of the National Supercomputing Center (Shenzhen) and the business storage system of the People's Bank of China Credit Information Center.
Anel is deeply involved in the children's clothing industry and is a private label clothing company mainly engaged in mid-to-high-end children's clothing business. From the perspective of the main business, the acquisition of Anel constitutes a cross-border.
Xu Xiaoheng, an investment and financing expert, told the Beijing Business Daily reporter that there are usually many uncertain risks in cross-border mergers and acquisitions, and listed companies enter industries with low relevance, management, talent, technology, knowledge, etc. will become the shortcomings of enterprise development, and there will be more problems in actual operation than expected.
The counterparty has only recently acquired the underlying equity
It should be pointed out that Zhuoyun Zhichuang, the counterparty of the transaction, only obtained 22% of the equity of the target innovation technology on December 12 this year, and the reasonableness of the transfer as soon as the equity was transferred was questioned.
According to public information, the counterparty of the transaction, Zhuoyun Zhichuang, was established on November 17, 2023, and only obtained the equity of Innovation Technology on December 12, 2023. Innovation Technology is also the only foreign investment of Zhuoyun Zhichuang and Zhuoyun Zhichuang's shareholders Feng Kai and Li Ang.
The reasons and reasonableness of Zhuoyun Zhichuang's sale of the equity of Innovation Technology to Anel as soon as it acquired the equity of Innovation Technology on December 12, whether Zhuoyun Zhichuang was the subject established for the acquisition of the equity of Innovation Technology, whether Feng Kai and Li Ang are the equity holders of Zhuoyun Zhichuang, and whether Zhuoyun Zhichuang is related to the actual controller, controlling shareholder, major shareholder and directors, supervisors and senior executives of Anel were questioned by the Shenzhen Stock Exchange.
In addition, the Shenzhen Stock Exchange also asked Anel to explain whether the consideration and valuation of Zhuoyun Zhichuang's acquisition of the equity of Innovation Technology were materially different from the valuation of this transaction.
According to the equity relationship, CHEN KAI holds 49.84955% of the equity of Innovation Branch and is the actual controller of Innovation Branch. CHEN KAI issued the "Letter of Commitment on Performance Compensation", in which CHEN KAI promised that the net profit attributable to shareholders of the parent company within the scope of the audited consolidated statements of Innovation Branch in 2024-2026 shall not be less than 164 million yuan, 195 million yuan and 247 million yuan respectively. If the company fails to complete the performance commitment of the current year in the corresponding year, the listed company has the right to require the pledgee, CHEN KAI, to compensate the company in cash before April 30 of the year following the year in which the performance commitment is not completed. The compensation method is the difference between the promised net profit and the actual realized net profit of CHEN KAI to the innovation section in cash.
The Shenzhen Stock Exchange requested Anel to elaborate on the reasons and reasonableness of the performance commitment party of this transaction, excluding the counterparty Zhuoyun Zhichuang, and only provided by CHEN KAI to Innovation Branch, whether it is in line with the previous equity financing practices of Innovation Branch, and in addition, combined with CHEN KAI's main assets, debts and capital status, and the performance commitment to other investors, etc., to elaborate on CHEN KAI's performance ability to perform the performance compensation obligation, CHEN whether KAI has provided or proposes to provide performance safeguards to the listed company.
Financial data show that in 2022 and the first three quarters of 2023, the net profit of Innovation Branch will be about 75.2041 million yuan and 85.5376 million yuan respectively (unaudited).
The Shenzhen Stock Exchange requires Anel to explain the reasonableness of the performance commitment and analyze the achievability of the performance commitment based on the historical operation and performance of the Innovation Branch, the future development plan and the development trend of the industry.
Whether it will cause financial pressure on the company
After the completion of the acquisition of 440 million yuan, whether Anel will have operational pressure is also a major focus of the Shenzhen Stock Exchange's inquiry.
According to the third quarter report of 2023 disclosed by Anel, as of September 30, 2023, the company's monetary fund balance was about 719 million yuan, and the total current liabilities were about 282 million yuan.
In this regard, the Shenzhen Stock Exchange requires Anel to explain the financing and payment arrangements of this transaction, whether there are leveraged funds, whether it may cause financial pressure on the company's daily operations, and whether it may cause liquidity risks based on the current unrestricted monetary funds, assets and liabilities, financing channels and capabilities, future capital expenditure arrangements and debt repayment plans.
Financial data show that Anel's business situation in recent years is not optimistic, and the attributable net profit from 2020 to 2022 and the first three quarters of 2023 will be about -46.82 million yuan, -3.029 million yuan, -237 million yuan, and -73.81 million yuan respectively.
Wang Chikun, an independent economist, said that in recent years, due to the consumer market environment, the competition in the children's clothing industry has become more and more fierce, which has also affected the performance of companies in the industry. Anel said that the company is also actively responding to the current situation of intensified competition in the industry, such as improving the level of supply chain management, increasing the level of refined inventory management, strengthening the level of cost control, etc., these measures are also gradually showing results, and the company also hopes to explore some incremental business. The company is concerned about the increasing impact of the big data industry on the future development of the manufacturing industry, so the company intends to try it in the big data industry.
According to the disclosure announcement, the company said that the innovation department is "one of the few domestic enterprises in China with complete underlying code development capabilities". In the letter of concern, the Shenzhen Stock Exchange also asked Anel to elaborate on what is "complete underlying code development capabilities", and the company said that the innovation department is "one of the few domestic enterprises with complete underlying code development capabilities in China", whether it has sufficient basis, whether the expression is complete, and whether there is an exaggerated description.
In response to related questions, a reporter from Beijing Business Daily called the office of the secretary of the board of directors of Anel for an interview, but no one answered the phone.
Beijing Business Daily reporter Ma Changchang