Trainee reporter Wen Yan
On April 8th, the "first stock of children's clothing" Anel opened with a limit!
On the news side, Anel announced on the evening of April 7, 2024 that the company decided to terminate the acquisition of 22% of the shares of Shenzhen Innovation Technology Co., Ltd. (hereinafter referred to as "Innovation Technology"). It means that Anel has entered the big data industry and failed in the field of cross-border computing power.
In stark contrast to the current stock price, Anel's announcement of the above-mentioned acquisition plan on December 15, 2023 has attracted market attention, and the stock price has risen by 169.11% from February 8 to March 7, 2024.
Why did an acquisition that had been planned for more than three months suddenly fall through?
Anel announced that the company could not confirm the authenticity of the waiver of the preemptive right by other shareholders of Innovation Branch, and the due diligence found that there were significant risks and tax arrears in the collection of accounts receivable of Innovation Branch.
The reporter noted that the prerequisite for the above-mentioned acquisition is that other shareholders of Innovation Technology give up the preemptive purchase of this part of the equity, but Anel bluntly said that the counterparty's reply on April 1, 2024 is seriously inconsistent with the content of the previous responses.
The problem is not only with the counterparty, Anel admitted in its reply to the letter of concern that since the disclosure of the above-mentioned acquisition plan, it "did not warn of continuous due diligence as a separate risk". At the same time, the Shenzhen Stock Exchange and the Shenzhen Securities Regulatory Bureau have successively issued regulatory letters, especially the fourth letter of concern issued by the Shenzhen Stock Exchange.
Trading prerequisites are difficult to distinguish between real and fake
On December 15, 2023, Anel decided to invest 440 million yuan at a premium of 1167.45% to acquire 22% of the equity of Innovation Technology held by Shenzhen Zhuoyun Zhichuang Technology Co., Ltd. (hereinafter referred to as "Zhuoyun Zhichuang"), mainly because its original children's clothing business has been greatly impacted, and it is optimistic about the big data industry across borders.
Founded in 2005, Innovation Branch is a high-tech enterprise based on big data storage system, integrating data center, cloud services and big data services, and its main products include cloud storage, unified storage, application storage, hyper-converged architecture, data center server and its supporting software.
Pictured: Part of the financial data of the Innovation Division
In recent years, the revenue of the mainland data center market has continued to increase, and the data center is expected to usher in a new round of business cycle inflection point under the continuous promotion of policies such as "Eastern Data and Western Computing" and "Enterprise Cloud". According to the White Paper on the Development of China's Big Data Industry, the scale of China's big data industry in 2020 was 638.8 billion yuan, a year-on-year increase of 18.6%, and it is expected that the industrial scale will exceed 1 trillion yuan in 2023.
Figure: China's big data market size from 2021 to 2026 (million US dollars)
However, the precondition for the above transaction is "whether the other shareholders of Innovation Technology will exercise the right of first refusal", and it is difficult for Anel to distinguish between the real and the fake.
Anel announced that the company has repeatedly asked Innovation Technology to give a clear reply and provide supporting documents on whether its relevant shareholders have exercised their pre-emptive rights, but the counterparty has not provided such documents in the more than three months from December 26, 2023 to March 31, 2024.
What's worse is the inconsistency of the information. Anel replied to the letter of concern on the evening of April 7, 2024, saying: "The content of the reply provided by Innovation Branch and Zhuoyun Zhichuang on April 1, 2024 is seriously inconsistent with the content of the previous responses, and the company cannot confirm the authenticity of the content of its reply." ”
The problem that Anel has to face is that the company continues to move forward with the transaction under the above circumstances, providing a positive signal for market investors to make investment decisions, but it may encounter the possibility that during the above-mentioned transaction, other shareholders of Innovation Technology have explicitly requested the exercise of the right of first refusal, resulting in the transaction being unable to proceed smoothly or even being forced to terminate, which will have many adverse effects.
AllBright Law Firm (Shenzhen) suggested that on the premise that Anel could not confirm the authenticity of the content of the email reply dated April 1, 2024, it was not clear whether the other shareholders of Innovation Branch had waived their right of first refusal, and the shareholders' meeting should not be held to consider the transaction for the time being, so as to avoid adverse consequences or impact on Anel itself.
Cross-border computing power is suddenly variable
In conjunction with the above-mentioned acquisition plan, Anel intends to cross the field of AI computing power.
On December 15, 2023, Shenzhen Anel Technology Co., Ltd. (hereinafter referred to as "Anel Technology"), a wholly-owned subsidiary of Anel, signed the "Procurement Contract on the Computing Platform Project" with Henan Radio and Television Media Holding Group Digital Industry Investment Co., Ltd. (hereinafter referred to as "Henan Media Digital"), with a contract amount of 97.4653 million yuan, mainly to provide related equipment and software for its computing platform project.
At the same time, Anel Technology and Innovation Branch signed the "Procurement Contract", with a contract amount of 87.7188 million yuan, mainly to purchase the equipment and software required for the construction of the computing platform. That is, Anel Technology assumed the role of equipment and software procurement agent for the computing platform project.
A senior market source told reporters that AI is the focus of long-term attention in the capital market, and the three elements that constitute AI are computing power, algorithms, and data, especially the concept of computing power stocks are quite popular among investors, and since 2023, A-shares will appear "Rise on the basis of computing power", Hongbo shares, Anel, Henglin shares, Anoqi and other concept stocks have risen greatly.
At that time, Anel expected that the above transaction would have a positive impact on the operating results of the company and its subsidiaries in 2024. From February 8 to March 7, 2024, Anel's share price has risen by 169.11% and gained 7 daily limits.
On December 16, 2023, the Shenzhen Stock Exchange issued a letter of concern, requiring Anel to elaborate on the specific role played by Anel Technology as the equipment and software procurement agent of the computing platform project in the above transaction. The reasons and commercial justification of Henan Media Digital not to purchase directly from the Innovation Branch, but to purchase at a premium through Anel Technology.
At that time, Anel argued in detail the reasonableness of the above transaction. Now, Anel reminds that the downstream customers of Anel Technology and Innovation Division, Henan Media Digital Important Procurement Contract, and the collection and payment arrangements may lead to the risk of Anel Technology's payment collection.
At present, in accordance with the "Procurement Contract", Anel Technology has paid a total of 70.175 million yuan to the Innovation Branch, accounting for 80% of the total contract amount of 87.7188 million yuan, and Henan Media Digital has paid 9.7465 million yuan to Anel Technology in accordance with the "Procurement Contract for the Computing Platform Project", accounting for 10% of the total contract amount of 97.4653 million yuan.
Anel reminded that if the above contract cannot be performed normally, according to the payment paid and received by the company, it is expected to cause a loss of up to 60.4285 million yuan to the company, which will adversely affect the company's net profit.
On January 31, 2024, Anel released a performance forecast showing that the company expects a net profit loss attributable to the parent company of 75.8762 million yuan to 118 million yuan in 2023, which is expected to be significantly narrower than the net profit loss attributable to the parent company of 237 million yuan in 2022.
Acknowledging that the letter has not been fully considered
The reporter noted that when Anel disclosed the "Acquisition Announcement" on December 15, 2023, it did not state that after the resolution of the board of directors was passed, it would conduct a comprehensive due diligence on the Innovation Division, nor did it disclose the risk that the transaction may be terminated if major problems are found during the due diligence. It was not until March 11, 2024, when Anel replied to the Shenzhen Stock Exchange's letter of concern, that the risk was revealed.
The Shenzhen Stock Exchange issued another letter of concern, questioning whether the reason and reasonableness of the proposal to acquire Innovation Technology submitted to the board of directors for deliberation and disclosure when the due diligence had not yet been completed and the risks of the acquisition target had not yet been clarified, whether it complied with the company's internal control regulations, whether it was in line with trading practices, whether it was prudent to disclose externally, and whether the disclosure of major risks in the Acquisition Announcement was accurate and complete.
On the evening of April 7, 2024, Anel replied to the letter of concern, saying: "The company's failure to prompt continuous due diligence as a single risk when disclosing the acquisition announcement is a failure to fully consider it from the perspective of information disclosure of listed companies, and there is no subjective and intentional non-disclosure." ”
During the due diligence of more than three months, Anel gradually found that there were many other problems in the innovation department, highlighting the importance of the above-mentioned risk warnings.
Anel announced that in the company's due diligence on the innovation department, the company continued to pay attention to the accounts receivable situation, and repeatedly asked the innovation department to send letters to its customers to confirm the accounts receivable collection period and amount in the 2023 annual audit. As of April 7, 2024, the Company has not received any documents from the receivables reply letter and payment status of Innovation Branch.
At the same time, Anel learned through public channels on March 31, 2024 that the innovation section owes 16.4515 million yuan in taxes, which are urban maintenance and construction tax, value-added tax, enterprise income tax, and stamp duty, and the company believes that there is a significant risk in the collection of accounts receivable of the innovation branch.
Shanghai AllBright (Shenzhen) Law Firm Risk Reminder that Innovation Branch failed to provide any documents to reply to the letter inquiry of accounts receivable, nor did it provide proof of its accounts receivable collection, resulting in Anel being unable to verify and understand the authenticity of the accounts receivable and other key financial information of Innovation Branch, and unable to confirm the true operating and financial status of Innovation Branch.
Regulatory warnings
On the evening of April 7, 2024, Anel announced that the company recently received the "Decision on Ordering Corrective Measures against Shenzhen Anel Co., Ltd." and "Decision on Issuing Warning Letters to Cao Zhang and Others" issued by the Shenzhen Securities Regulatory Bureau, involving issues such as the company's information disclosure and standardized operation.
The Shenzhen Securities Regulatory Bureau pointed out that Anel failed to disclose the continuous and comprehensive due diligence of the proposed acquisition of the equity of Innovation Technology in a timely manner, and did not adequately warn of the risk of the impact of the due diligence on the acquisition, and failed to disclose the downstream customers and payment arrangements of the company, Innovation Technology and Henan Media Digital on important procurement contracts in a timely, accurate and complete manner.
At the same time, there are imperfect internal control systems and inadequate implementation in the management of procurement and sales operations, contract conclusion and performance, and fund payment management, and there are problems in standardized operation.
The above-mentioned situation of Anel violated the relevant provisions of the Administrative Measures for Information Disclosure of Listed Companies and the Code of Governance for Listed Companies. Cao Zhang, Chairman of Anel, Feng Xu, Vice Chairman and Chief Financial Officer, and Ning Wen, Secretary of the Board of Directors, are responsible for the disclosure of relevant information.
In accordance with the relevant provisions of the Administrative Measures for Information Disclosure of Listed Companies and the Rules for On-site Inspection of Listed Companies, the Shenzhen Securities Regulatory Bureau has decided to take administrative supervision measures against Anel to order corrections, and will take further measures according to the follow-up inspections.
In this regard, the Shenzhen Stock Exchange issued a letter of concern on the evening of April 7, 2024, pointing out that the above-mentioned behavior of Anel violated the relevant provisions of the Stock Listing Rules (Revised in August 2023) of the Shenzhen Stock Exchange, and the punishment procedure will be initiated against Anel and related parties. At the same time, Anel should conduct a comprehensive self-examination in strict accordance with the requirements of the corrective measures, find out the defects in depth, and effectively rectify them in place.
According to the requirements put forward by the Shenzhen Securities Regulatory Bureau, Anel should take effective measures to correct it from four aspects. Among them, the board of directors, the board of supervisors and the management of Anel shall strictly abide by the provisions of laws and regulations and the articles of association of the company, faithfully and diligently perform their duties, and take all feasible remedies in accordance with the law to recover the money and recover losses to the greatest extent possible, so as to effectively safeguard the safety and integrity of the company's assets.
Editor: Xiao Mo
Review: Chen Siyang