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After a sharp rise, Dengyun shares (002715. SZ) said that the company is planning to issue shares and pay cash to purchase assets, and in order to "avoid a significant impact on the company's securities trading", it has applied for a suspension of trading from the opening of the market on April 15. The key is that Dengyun shares deviated from the closing price increase by more than 20% in three consecutive trading days from April 10 to 12 before the suspension, which is an abnormal and intriguing.
Soared before the suspension
On April 15, Dengyun shares were suddenly suspended. The company said that it is planning to issue shares and pay cash to purchase assets, because there is still uncertainty in the relevant matters, in order to safeguard the interests of investors and avoid a significant impact on the company's securities transactions, the company's shares will be suspended from the opening of the market on April 15, 2024.
Dengyun shares are expected to disclose the material asset restructuring plan or report in accordance with the relevant requirements within no more than 5 trading days. If the material asset restructuring plan or report is not disclosed within the time limit, the company will determine whether to apply to the Shenzhen Stock Exchange for an extension of resumption of trading according to the progress of the transaction. If the company does not submit an application for postponement of resumption of trading or the application for postponement of resumption of trading is not approved, the company's shares and its derivatives (if any) will resume trading within one month after the suspension; if the company terminates the planning of major asset restructuring within the suspension period, the company will promptly disclose the relevant announcement of the termination of the planning of major asset restructuring and apply for resumption of trading; the company promises not to plan for major asset restructuring within one month from the date of resumption of trading of stocks and its derivatives (if any).
From the disc point of view, before the suspension of Dengyun shares, the stock price has risen continuously, from March 1 to April 12, the cumulative increase in Dengyun shares reached 93%, three days before the suspension, that is, April 10-12, but also because of the closing price deviation of more than 20% in three consecutive trading days, and triggered the stock price change.
Dengyun said that after self-inspection, there was no violation of fair disclosure of information.
There is an episode that Yi Chang, the spouse of Ye Zhi, chairman of the board of supervisors of Dengyun Co., Ltd., also bought and sold the company's shares from April 10, 2024 to April 11, 2024, which constituted short-term trading.
The target has been IPO
According to the disclosure, the target company of Dengyun's share transaction is a controlling stake in Speed Technology Co., Ltd. (hereinafter referred to as "Speed Technology"), which was established on November 28, 2007, and the main counterparties include Xu Zhongjian, the actual controller of Speed Technology, and Zhu Biliang, who acted in concert, and the transaction method is expected to be the issuance of shares and the payment of cash to purchase assets.
Jiemian News noticed that through Tianyan Check, it was found that Speed Technology used to be known as "Speed Time and Space Information Technology Co., Ltd.", and the company had an IPO experience.
According to the website of the Shenzhen Stock Exchange, Speed Technology was accepted on November 17, 2021, and if it wants to break through the GEM, it entered the inquiry link on December 10, 2021, and after completing two rounds of inquiries, the company and the sponsor submitted a withdrawal application on August 31, 2022, and the IPO journey of Speed Technology was terminated. At that time, the sponsor of Speed Technology was Guotai Junan Securities.
This also allows you to see more details. The materials show that Speed Technology 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.
In 2021, the operating income of Speed Technology was 613 million yuan and the net profit was 70.4876 million yuan, and in the first half of 2022, the operating income was 194 million yuan and the net profit was -1.684 million yuan.
According to the August 2022 prospectus, the controlling shareholder of Speed Technology is Xu Zhongjian, who controls 27.03% of the company's shares directly and indirectly, and indirectly controls 7.17% of the company's shares through Zhu Biliang, a person acting in concert, with a total of 34.20% of the company's shares. However, according to Tianyancha, the current shareholding structure is different. Xu Zhongjian currently holds 41.6949% of the shares, and Zhu Biliang directly holds 17.1186% of the shares, and these two alone have reached 58%.
Will the acquisition affect the use of qualifications?
Judging from the performance during the previous IPO, Speed Technology also has some operational flaws.
According to the prospectus, from 2019 to 2021, the total book value of accounts receivable and contract assets of Speed Technology was 160.1959 million yuan, 297.3277 million yuan and 540.4432 million yuan respectively, accounting for 32.01%, 48.57% and 57.36% of the current assets at the end of the period, respectively, and the proportion was gradually increasing. On the one hand, this confirms the company's expansion, and on the other hand, it is also a test of liquidity.
In fact, from 2019 to 2021, the net cash flow from operating activities of Speed Technology was -37.4699 million yuan, -17.4125 million yuan and -26.4878 million yuan respectively, which continued to be negative. This is related to customer collections and inventory overstocking. In terms of the book value of inventory, the data of Speed Technology from 2019 to 2021 are 229.5259 million yuan, 182.0219 million yuan and 234.9346 million yuan, accounting for 39.03%, 25.95% and 22.07% of the total assets at the end of the period, accounting for a relatively high proportion.
According to the data at that time, the sales revenue of government customers accounted for 64.22% in 2021, the sales revenue of enterprise customers accounted for 18.28%, and the military industry accounted for 17.51%. In 2021, the top five customers accounted for 19.7% of the sales amount.
It is worth noting the qualifications that the company has.
According to the manual, the company has obtained 8 special projects of national surveying and mapping qualification and 4 special projects of Class B qualification, and has the ability to carry out surveying and mapping business such as relevant geographic information system engineering, boundary and real estate surveying and mapping, photogrammetry and remote sensing, engineering surveying, geodesy, map compilation, navigation electronic map production, Internet map services, surveying and mapping aerial photography and marine surveying and mapping across the country. This is also a great advantage for the company.
However, according to the manual at that time, the validity period of some of the production and operation qualifications of Speed Technology has expired, and among the 37 qualifications displayed, 21 are qualified to expire as of April 2024, and there are 6 that will expire in 2024. So, what is the latest qualification of speed technology?
In addition, at that time, Speed Technology also said that according to the requirements of the "Measures for the Management of Qualification for the Integration of Classified Information Systems" and the "Opinions on the Handling of Secret-related Qualification Units to be Listed on the New Third Board" issued by the State Secrets Bureau, the company will not be able to continue to hold the above-mentioned "Qualification Certificate for the Integration of Secret-related Information Systems" and "Qualification Certificate for Printing of State Secret Carriers - Grade B" issued by the State Secrets Bureau, and the company will no longer engage in the corresponding business.
So, if the follow-up speed technology is controlled by Dengyun shares, will the corresponding business still be excluded?
Dengyun has stepped into the field of gold mining and dressing
Dengyun's main business is the research, production and sales of automobile engine intake and exhaust port series products, with an operating income of 544 million yuan and a net profit of 23.7808 million yuan in 2023.
Of course, the company also has an exploratory spirit to venture into other fields. In the 2023 semi-annual report, the company's operating income of 92.1338 million yuan came from gold mining and beneficiation, and increased by 23.7753 million yuan year-on-year, an increase of 34.78%, accounting for 16.92% of the total revenue.
It is reported that in March 2021, Dengyun Co., Ltd. acquired Beijing Huanglong and entered the gold mining and dressing and other related fields, the company's gold mining and dressing industry is divided into mining, beneficiation and refining, and the company is mainly engaged in mining and beneficiation business. The company said that after years of development, it has formed a complete and mature process in gold mining and dressing, established and improved the production organization and control system, and strictly implemented relevant national regulations to ensure continuous and stable production. The company's wholly-owned subsidiary, Hanyin Huanglong, has also obtained the mining rights of Huanglong Gold Mine in Hanyin County, the detailed exploration rights of the deep gold mine in the Jingou section of the Huanglong Gold Mine, and the detailed exploration rights of the gold mines in the peripheral mining area of the Huanglong Gold Mine.
According to the previous transferor's commitment, it is expected that Beijing Huanglong will achieve net profits of no less than 10.8 million yuan, 11.4 million yuan, 18 million yuan and 45.2 million yuan in 2021, 2022, 2023 and 2024, respectively. To this end, the relevant parties promised that the cumulative net profit of Beijing Huanglong during the performance commitment period (i.e., from 2021 to 2024) would not be less than 85.4 million yuan. Performance commitments for 2021, 2022 and 2023 have been completed.
According to the business plan of Dengyun Co., Ltd., the company will continue to promote the implementation of the 300,000-ton reconstruction and expansion project of Huanglong Gold Mine, further upgrade and transform the technology of gold mining and dressing business, optimize the industrial layout, improve the level of safety production, vigorously develop the gold mining and dressing business, and actively strive for development funds to support the development of the gold business.
So, will everything go well with Dengyun's merger and acquisition plan this time?