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Dengyun shares announced a cross-border merger and acquisition after the sharp rise, and the target IPO failed

author:Beijing Business Daily

After Yang Tao became the owner, the second cross-border merger and acquisition of Dengyun shares (002715) came. On the evening of April 14, Dengyun disclosed that the company intends to purchase a controlling stake in Speed Technology Co., Ltd. (hereinafter referred to as "Speed Technology"), and the company's shares have been suspended since April 15. It is worth mentioning that before the announcement of the merger and acquisition, the stock price of Dengyun Co., Ltd. in the secondary market rose one after another, and whether the company's inside information management was compliant attracted attention. In addition, a reporter from Beijing Business Daily noticed that Speed Technology, formerly known as Speed Spatio-temporal Information Technology Co., Ltd., hit the GEM in 2021, but withdrew the order in 2022, and is a spatio-temporal big data comprehensive solution service provider. From a business point of view, Dengyun shares and speed technology are not synergistic, and this merger and acquisition is also cross-border.

Dengyun shares announced a cross-border merger and acquisition after the sharp rise, and the target IPO failed

Stock price changes lead to mergers and acquisitions

On the evening of April 14, Dengyun said in the announcement of stock price changes that the company is planning to issue shares and pay cash to purchase assets. At the same time, Dengyun shares revealed in a suspension announcement that the target of mergers and acquisitions is speed technology, and the shares of listed companies will also be suspended from April 15.

Dengyun said that the company is planning to issue shares and pay cash to purchase a controlling stake in Speed Technology, and the main counterparties of this transaction include Xu Zhongjian, the actual controller of Speed Technology, and Zhu Biliang, who acted in concert.

It should be pointed out that before the announcement of the merger and acquisition, the share price of Dengyun shares ushered in a wave of surge in the secondary market. According to statistics, in the three trading days from April 10th to 12th, Dengyun shares rose by 20.58%, while the market fell by 2.34% in the same period.

On April 12, Dengyun shares closed up 5.21%, with a share price of 19.98 yuan / share, and the highest price in the session touched 20.1 yuan / share, setting a new high in the past year, and the company's latest total market value was 2.757 billion yuan.

Dengyun shares also announced on the evening of April 14 that the company's stock trading price on April 10, 11 and 12 for three consecutive trading days The deviation of the closing price increase exceeded 20%, according to the relevant provisions of the "Shenzhen Stock Exchange Stock Listing Rules", which is an abnormal fluctuation in stock trading.

Bu Naxin, vice president of the Science and Technology Industry Investment Branch of the China Association for the Promotion of International Science and Technology and executive director of the strategic investment think tank, told the Beijing Business Daily reporter that the stock price of listed companies changed before the disclosure of major news, and whether the company's inside information management was compliant may be concerned by the regulator.

Looking at the extended time, since February 8 this year, the share price of Dengyun shares has entered an upward channel. According to statistics, in the 39 trading days from February 8th to April 12th, Dengyun shares rose by 161.52% and the market rose by 5.97% over the same period.

On the evening of April 14, Dengyun shares also disclosed a "short-term trading and apology announcement for the relatives of supervisors", the company recently received the "statement and apology letter on the trading of Dengyun shares" issued by Ye Zhi, chairman of the board of supervisors, and learned that Ye Zhi's spouse Yi Chang bought and sold the company's shares from April 10 to 11, 2024 to constitute short-term trading, bought 500 shares on April 10, sold 500 shares on April 11, and the income generated by the above short-term transactions was 160 yuan.

The target IPO was unsuccessful

For the proposed purchase target, Dengyun shares did not introduce much in the announcement, but a reporter from Beijing Business Daily found that the predecessor of Speed Technology had a period of unsuccessful IPO experience.

Speed Technology, formerly known as Speed Time and Space Information Technology Co., Ltd., after checking the official website of the Shenzhen Stock Exchange, Speed Time and Space Information Technology Co., Ltd. hit the GEM in 2021, and the company's IPO was accepted on November 17 of that year, but on August 31, 2022, the company applied to withdraw the issuance and listing application documents, and on September 1 of that year, the official website of the Shenzhen Stock Exchange showed that the IPO of Speed Time and Space Information Technology Co., Ltd. was terminated.

According to the prospectus disclosed by Speed Technology at that time, the company is a comprehensive solution provider of spatio-temporal big data, using 3S technology, big data, artificial intelligence and other technologies to provide the government, military and other enterprises and institutions with spatio-temporal big data collection, processing, bearing, analysis, application and other full-chain services. The company's main products include spatio-temporal data services, software sales and development services, and smart industry integration services.

According to the resume, Xu Zhongjian, the actual controller of Speed Technology, was born in October 1983, has a master's degree in business administration from Nanjing University, and a master's degree in Sino-foreign cooperative aviation management from Tsinghua University, the French National School of Roads and Bridges (ENPC) and the French National School of Civil Aviation (ENAC). He joined PetroChina Central China in July 2006, worked in the financial assets department of Hunan Branch of PetroChina from December 2006 to November 2007, successively served as the general manager and chairman of the board of directors of Speed Co., Ltd. (the predecessor of Speed Technology) from November 2007 to July 2016, and has served as the chairman of the board of directors of the company since August 2016.

It is a cross-border merger and acquisition

From the perspective of business operations, the acquisition of Dengyun shares is also a cross-border merger and acquisition.

According to the data, Dengyun Co., Ltd. landed on the A-share market in 2014, and the company is mainly engaged in the research and development, production and sales of automobile engine intake and exhaust valve series products. In March 2019, gold mining boss Yang Tao successfully entered the listed company, and then in March 2021, Dengyun Co., Ltd. acquired Beijing Huanglong Jintai Mining Co., Ltd., and crossed over into gold mining and dressing and other related fields.

It is understood that the gold mining and dressing industry of Dengyun Co., Ltd. is divided into mining, beneficiation and refining, and the company is mainly engaged in mining and beneficiation business.

It is not difficult to see that Dengyun's current business is not synergistic with speed technology. Xu Xiaoheng, an investment and financing expert, told Beijing Business Daily 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.

Judging from the prospectus disclosed by the company, in 2021, the company's total assets will be about 1.064 billion yuan, and the revenue and attributable net profit will be about 613 million yuan and 70.4876 million yuan respectively.

On the other hand, Dengyun Co., Ltd., the company's revenue and attributable net profit in 2021 will be about 486 million yuan and 6.886 million yuan respectively. In 2022, Dengyun's net profit will turn into a loss, and the attributable net profit will be about -132 million yuan that year.

However, according to the latest 2023 annual report disclosed by Dengyun Co., Ltd., the company's operating income during the reporting period was about 544 million yuan, and the corresponding attributable net profit turned around year-on-year, which was about 23.78 million yuan. In response to related questions, a reporter from Beijing Business Daily called the office of the secretary of the board of directors of Dengyun Co., Ltd. for an interview, but no one answered.

Beijing Business Daily reporter Ma Changchang

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