worldcupasiaqualifiers2022| There are many major risks, why should we still advance the acquisition? Zhanpeng Technology's acquisition leader was questioned twice for Junrong

The other dayWorldcupasiaqualifiers2022, Zhanpeng Technology (603488) (SH603488, share price 8Worldcupasiaqualifiers2022.08 yuan with a market capitalization of 23Worldcupasiaqualifiers20225.9 billion yuan) received the second inquiry letter issued by the Shanghai Stock Exchange.

Prior to this, Zhanpeng Technology disclosed that it planned to buy 100% stake in Beijing Leader Junrong Technology Co., Ltd. (hereinafter referred to as Junrong) by issuing shares and paying cash. After that, the scheme has been revised twice and inquiries related to the exchange.

At the end of April 2024, Zhanpeng Technology decided to terminate the original issue of shares and pay cash for the purchase of assets, and proposed to purchase the shares of military finance by cash, and the number of shares also changed.

After announcing the above adjustment plan, Zhanpeng Technology received an inquiry letter from the exchange.

On May 16, Zhanpeng Technology replied to the inquiry letter, but the exchange immediately conducted a second inquiry about the reply.

Modify the acquisition plan many times

On November 17, 2023, Zhanpeng Technology disclosed that it plans to issue shares and pay cash to buy the 100% stake held by 14 trading parties such as Jia Lei. At the same time, it is proposed to issue shares to Qingdao Silicon Valley Paradise Hengying Investment Partnership (limited partnership), which is controlled by the company's real controller, to raise supporting funds, and the transaction price has yet to be determined.

According to a reporter from the Daily Economic News, the leader is mainly engaged in military aviation simulation business, and the core product is a portable "general digital air combat simulation system," which is mainly used in aviation tactical training.

Zhanpeng Technology said that through the acquisition of this high-quality asset, listed companies can quickly enter the fast-growing military simulation market, achieve diversified business layout, and give full play to the core advantages of listed companies and leading military integration. To achieve complementary advantages.

Since the resumption of trading on November 20, 2023, the company's shares have closed three times in a row. By December 2, the company received a letter of inquiry from the exchange. At the end of December 2023, Zhanpeng Technology revised the plan twice and proposed to acquire a 88.83% stake in Junrong by issuing shares and paying cash.

However, by April 30, 2024, Zhanpeng Technology once again adjusted its acquisition plan, and the company planned to acquire 30.79% of the shares of Junrong in cash and 27.87% of the voting rights in the way of voting delegation. Since then, Zhanpeng Technology has once again received a letter of inquiry from the exchange.

Reply to an inquiry and then be pressed.

After trading on May 16, Zhanpeng Technology disclosed its reply to the inquiry letter.

Zhanpeng Technology said in its reply to the inquiry that the consideration paid by the listed companies in this transaction would take 7.79 years to recover, and there was a risk that the investment money could not be fully recovered. and the assets used for performance compensation by the management shareholders of Junrong are mainly from the equity of Junrong.

In the presence of many of the above obvious major risks, Zhanpeng Technology replied that this cash acquisition has fully protected the interests of listed companies and minority shareholders, and regarded performance compensation as one of the measures to protect the interests of minority shareholders.

In addition, the company believes that one of the main reasons for the adjustment of this program to cash acquisition is to meet the exit needs of the underlying company's investors.

Therefore, on May 16, the exchange sent another letter asking Zhanpeng Technology to explain that the company will meet the exit needs of investors as the main consideration in the formulation of the plan, and in the presence of a number of major risks, still decided to promote the acquisition of the specific reasons, the company and the other party and itsWorldcupasiaqualifiers2022Whether other interested parties have other potential interest arrangements and so on.

In addition, Zhanpeng Technology's reply shows that the reason why this transaction uses the evaluation result of the income method which is much higher than the asset-based method as the basis of transaction pricing is that the income method can predict the future development of the target company from the point of view of the future development of the target company. compared with the asset-based method, it is more fully considered. The value-added rate of the target income method is 350.64%, but in the forecast of future industry development, the company only selects the forecast data of third-party organizations in 2017 and 2020 as the argument.

Therefore, the exchange requires Zhanpeng Technology to further explain the rationality of using historical annual forecast data as the main basis for predicting the size of the future market.

A reporter from the Daily Business News learned that during the sensitive period of insider trading, some relevant personnel bought and sold Zhanpeng technology stocks, among which Liang Congfu and Tang Suzhen, immediate family members of Liang Zhiyong, the other party, had dozens of frequent transactions during the sensitive period and bought the company's shares on the day Zhanpeng Technology submitted the trading announcement.

The exchange also requires Zhanpeng Technology to verify and disclose the specific amount and profits of the purchase, and explain whether there is any use of inside information for trading, and whether the company has leaked inside information, and so on.

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