On March 25, due to the plan to change the use of IPO funds on a large scale, Zero Point (301169.SZ) received a letter of concern from the Shenzhen Stock Exchange.
According to the data, the main business of Zero Point is public affairs data analysis and decision support services, as well as business data analysis and decision support services. On November 3, 2021, Zero Point Technology successfully landed on the GEM, with a net amount of 294 million yuan actually raised. The funds raised by the company's IPO were invested in three projects: "Zero Point Data Cloud Evaluation", "Knowledge Intelligence Spectrum" and "Data Decision Cloud Brain". Nearly two and a half years have passed, and as of March 8, 2024, its actual investment funds are only about 100 million yuan, accounting for less than 4% of the total funds raised.
However, on March 15, Zero Point suddenly announced that it planned to use the original "Knowledge Spectrum" project that had not yet invested 130 million yuan to raise funds, and invested in two new fund-raising projects: the "Haiyi Zhi Part of the Equity and Capital Increase" project and the "Knowledge Enhancement Intelligent Engine" project. Among them, it is planned to use 80 million yuan of raised funds for the implementation of the project of "acquiring part of the equity of Haiyizhi and increasing its capital", and it is planned to invest 70.807 million yuan for the new fund-raising project "Knowledge Enhancement Intelligent Engine" project, using 50.3319 million yuan of raised funds, and the remaining part will be invested with the company's own funds.
Source: Zero has a number
The appraisal value of the proposed project is highThe letter of concern of the exchange mentioned that among the three projects originally planned, the proposed investment amount of 51.5774 million yuan was planned for the "Zero Point Data Cloud Assessment" project, and the amount of raised funds was 35.9611 million yuan, and the project has been completed. The "Knowledge Intelligence Spectrum" project and the "Digital Decision-making Cloud Brain" project have invested 35.022 million yuan and 37.0784 million yuan in raised funds, and the progress of fund use is 21.66% and 45.95% respectively.
It is not difficult to see that the investment in the three projects is progressing slowly. Therefore, the Shenzhen Stock Exchange requires the company to explain the specific reasons and reasonableness of the slow progress of the original planned project investment in combination with the change in the use of the raised funds and the preliminary project approval, feasibility demonstration, and changes in the market and business environment involved, and fully explain whether the early project is prudent.
In addition, the regulatory requirements explain the specific reasons and reasonableness of the difference between the proposed investment amount and the closing amount of the funds raised by the "Zero Point Data Cloud Assessment" project in combination with the specific use of the raised funds raised in the above three projects, and whether the disposal or use plan of the assets (if any) formed by the "Knowledge Spectrum" project after the termination of the project has caused direct or indirect losses to the company.
There are two new fundraising projects at Zero, one with an appraised value-added rate of more than 9 percent, and the other with more than 5 percent of the funds used to pay the salaries of R&D personnel.
In the project of "Haiyi Zhizhi part of the equity and capital increase to it", Zero Point has planned to use 80 million yuan to increase the capital of its wholly-owned subsidiary, Beijing Zero Vision Network Technology Co., Ltd. (hereinafter referred to as "Zero Point Vision"), of which 10 million yuan will be included in the registered capital, and the remaining 70 million yuan will be included in the zero point vision capital reserve as the premium of the capital increase. After the completion of the capital increase, the registered capital of Zero Vision increased from 45 million yuan to 55 million yuan.
Subsequently, Zero Vision plans to use another 45.0504 million yuan to acquire 32.49% of the original shareholders of Haiyi Zhi Information Technology (Nanjing) Co., Ltd. (hereinafter referred to as "Haiyi Zhi"), and use the raised funds of 34.9496 million yuan to increase the capital of Haiyi Zhi. Upon completion of the above transaction, Zero Vision will hold a 51.06% stake in Haiyizhi.
Founded in 2017, Haiyi Zhi is a knowledge graph cognitive intelligence middle platform service provider, mainly providing customers with solutions with intelligent knowledge system products combined with the implementation service model.
The company said that Haiyi Zhi has perfect industry qualifications and technical service system, a high degree of productization of knowledge graph products, and has achieved industrialization in specific fields, and has entered a period of rapid growth after early technology accumulation and market reserve business. Therefore, the acquisition of the Haiyi Zhi project can improve the company's performance, and at the same time, it can also improve the company's knowledge graph R&D and industrialization capabilities with its strength, and use its 100+ industry preset models and templates to expand the current company's industry knowledge graph template library and reduce the cost of new field graph construction.
It should be noted that in the case that Hai Yi Zhi has just turned around his losses, on the one hand, zero points have given Hai Yi Zhi a very high premium. On the other hand, the founding shareholders of Haiyi Zhi also promised to deduct non-net profits of no less than 12 million yuan, 15 million yuan and 17.5 million yuan respectively from 2024 to 2026.
The letter of concern mentioned that the announcement shows that the appraised value of all the shareholders' equity of Haiyi Zhi is 140.7 million yuan, which is 122.2814 million yuan and the appreciation rate is 663.90% compared with the book value of all shareholders' equity of the parent company in the statement of 18.4186 million yuan, and the appraised value is 126.6815 million yuan and the appreciation rate is 903.67% compared with the book value of the shareholders' equity attributable to the parent company in the consolidated statement of 14.0185 million yuan. The founding shareholders promise to deduct non-net profits of no less than 12 million yuan, 15 million yuan and 17.5 million yuan respectively from 2024 to 2026.
The target company has a high valuation value-added rate, and the financial data is not optimistic. In this regard, the Shenzhen Stock Exchange requires the company to supplement the disclosure of the historical evolution and equity changes of Haiyizhi, explain whether the company has transactions with the counterparty and the shareholders of Haiyizhi in terms of funds and business, and whether the aforesaid relevant parties are the company and its controlling shareholders, actual controllers, shareholders holding more than 5% of the shares, The directors, supervisors, senior executives and their affiliates may have other relationships that may cause interest tilt, and explain whether the company has avoided related party transactions in combination with the answers to the above questions, explain the achievability of performance commitments, and fully indicate risks.
More than half of the funds of the project are used for payrollLet's take a closer look at another new fundraising project, the "Knowledge Augmentation Intelligence Engine" project.
The letter of concern mentioned that the announcement showed that the salary of R&D personnel and software and hardware equipment costs of the "Knowledge Enhancement Intelligent Engine" project were 39 million yuan and 21.607 million yuan respectively, accounting for 55.08% and 30.52% of the project investment plan respectively.
Half of the funds from the project will be used to pay salaries, which has also attracted the attention of the Shenzhen Stock Exchange. The regulator requires the company to explain the specific construction content, operation mode and profit model of the project, how it will help the company's business development, the difference and connection with the company's existing business and existing fundraising projects, whether there is a problem of duplicate construction, and how to judge whether the company's expected results are achieved.
In addition, the Shenzhen Stock Exchange requires the company to explain the reasons and reasonableness of the high proportion of R&D personnel in combination with the number and source of R&D personnel, the remuneration of each rank, the number of software and hardware equipment, the source of technology, the core competitiveness and the situation of companies in the same industry.
According to the data, there are two major business segments, one is public affairs data analysis and decision support services, and the other is business data analysis and decision support services. The revenue performance of its main product decision analysis report has not been improving, but has been declining year by year, and the proportion of revenue is also shrinking. The product will achieve revenue of 333 million yuan in 2021, a year-on-year decrease of 1.75%, and in 2022, it will achieve a revenue of 248 million yuan, a year-on-year decrease of 25.32%, and the proportion of revenue has also dropped from nearly ninety percent to more than seventy. At the same time, the revenue of data intelligence application software increased by 46.44% and 30.61% year-on-year in 2021 and 2022, respectively.
Before listing, the company's performance maintained rapid growth, and the net profit after deduction increased from 7.5 million yuan in 2014 to 47.85 million yuan in 2020. However, in the second year of listing, that is, in 2022, the company began to lose money, and the non-net profit deducted that year was -17.83 million yuan. The company expects a net profit loss attributable to shareholders of listed companies of 18 million yuan to 23 million yuan in 2023.