In order to expand the business of Rail Transit freight logistics, Yunda Technology (300440) recently resumed the acquisition of Chengdu cargo safety Measurement Technology Center Co., Ltd. (hereinafter referred to as “Chengdu cargo safety”). According to the information disclosed, Yunda technology’s acquisition of 100% equity of Chengdu Huoan was priced at 390304800 yuan, which was significantly lower than the price of 815 million yuan offered by the last acquisition. On April 8, the Shenzhen Stock Exchange also issued a letter of concern on the acquisition of Yunda technology, demanding to explain the rationality of the valuation of the subject.
Specifically, Yunda technology plans to transfer 100% equity of Chengdu Huoan held by Shanghai Baode equity investment fund partnership (limited partnership) (hereinafter referred to as “Baode fund”) and he Hongdu in cash. According to the asset-based method, the book net assets of Chengdu cargo safety before appraisal are 97.9416 million yuan, and the appraisal value is 131.6368 million yuan. According to the income method, the appraisal value of Chengdu Huoan is 390304800 yuan. Finally, Yunda technology plans to win 100% equity of Chengdu Huoan at a price of 390304800 yuan.
It is understood that the target Chengdu cargo safety was established on July 17, 1997, mainly engaged in Rail Transit freight metering, freight safety detection, freight information and other business, the main products are metering system, freight safety monitoring system, freight information system, bridge static load detection system, etc.
The transferor Baode fund and Yunda technology are enterprises controlled by the same actual controller he Hongyun. At the same time, he Hongyun’s younger brother he Hongdu and younger sister he Ru, company director Zhu Jinling and senior manager Wang Haifeng hold interests in Baode fund. The transferor he Hongdu is he Hongyun’s younger brother, so this transaction constitutes a related party transaction.
Talking about the purpose and impact of the transaction, Yunda technology said that the target company of the acquisition is to expand the rail transit freight logistics business and further improve the company’s business layout.
Beijing Business Daily reporter noted that Yunda technology had planned to acquire the equity of Chengdu Huoan in 2017. On August 15, 2017, the announcement disclosed by Yunda technology at that time showed that the company planned to purchase 100% equity of Chengdu Huoan by issuing shares and paying cash, and the transfer price of 100% equity of Chengdu Huoan was 815 million yuan.
Now, Yunda technology has acquired Chengdu Huoan again, and the valuation of the target has shrunk significantly. In the concern letter of Shenzhen Stock Exchange, Yunda technology is required to supplement and disclose the specific assessment of this income method assessment, including but not limited to assessment assumptions, assessment methods, main parameters and calculation process, etc., and combine the profitability of the target company in the reporting period and previous years, the realizability of the predicted profitability in future years, the competitive advantage in the industry, customer resources and the industry Development expectations, core technical advantages, etc., and supplement the rationality of the valuation, the fairness of the transaction price, and the reasons and rationality of the great difference with the above evaluation.
In addition, the target company will achieve a net profit of 18.0307 million yuan in 2020, and the counterparties promise that the net profit of the target company attributable to the shareholders of the parent company in 2021, 2022 and 2023 (subject to the lower one before and after deducting the non recurring profit and loss) will not be less than 30 million yuan, 40 million yuan and 50 million yuan respectively (in total, no less than 120 million yuan). In this regard, Shenzhen stock exchange requires Yunda technology to combine the industry of the target company, historical performance changes, sustainability of revenue growth, stability of profitability, business development and orders in hand to supplement the reasons and realizability of the larger growth of performance commitment.
For the company’s related problems, Beijing Business Daily reporter called the office of Yunda Technology Secretary for an interview, but no one answered the phone.
Beijing Business News (reporter Liu Fengru)
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