On November 8, Dinglong Co., Ltd. (300054. SZ) released an announcement yesterday, disclosing the report on issuing shares and paying cash to purchase assets. Dinglong intends to acquire 59% of Beihai Jixun's equity, with a transaction price of 248 million yuan. At present, the transaction has been approved by the CSRC.
According to the announcement, Dinglong Co., Ltd. plans to purchase 59% of Beihai Jixun's shares held by three shareholders of Beihai Jixun, including Yang Hao, Li Baohai and Zhao Chenhai, by issuing shares and paying cash. The transaction price is 247.8 million yuan, 80% of which is 198.24 million yuan by issuing shares; 20% of which is 49.56 million yuan by cash.
According to the issuance price of 8.60 yuan / share, the number of shares to be directly issued by the listed company in this transaction to all counterparties is 23.0511 million.
After this transaction, Beihai Jixun will become a subsidiary of Dinglong Co., Ltd. and be included in the consolidated statement of Dinglong Co., Ltd.
In addition, after the completion of the transaction, Zhu Shuangquan and Zhu Shunquan are still the controlling shareholders and actual controllers of Dinglong Co., Ltd., and the transaction does not constitute a major asset restructuring and restructuring listing.
In this transaction, Dinglong shares and the counterparty agreed on the performance commitment. The counterparty promises that Beihai Jixun's actual net profits in 2019, 2020 and 2021 will not be less than 48 million yuan, 57.6 million yuan and 69.12 million yuan respectively. After the commitment period expires, if the cumulative net profit of Beihai Jixun as of the commitment period is less than 95% of the cumulative committed net profit, the performance commitment party shall pay compensation to Dinglong.
According to the announcement, in 2017, 2018 and January April 2019, Beihai Jixun achieved operating revenues of 235 million yuan, 342 million yuan and 127 million yuan respectively, and net profits attributable to the owners of the parent company of 2020.81 million yuan, 40.23 million yuan and 13.0178 million yuan respectively.
Compared with the previous performance, Beihai Jixun needs to achieve an annual average growth rate of net profit of no less than 20% in 2019-2021, and the pressure is not small.
According to the public information, Dinglong Co., Ltd. was founded in 2000 and listed on GEM in 2010. It is mainly engaged in the research, development, production and service of IC chip design and manufacturing process materials, photoelectric display materials, printing and copying general consumables, etc.
Dinglong said that Beihai Jixun, the target of this acquisition, is the leading enterprise in the domestic renewable ink cartridge subdivision field, with the leading production scale and automation professional ability in the industry. After this transaction, the company's printing consumables industry will add ink cartridge production business, improve the company's printing consumables industry layout, consolidate the industry status, and improve the scale and anti risk ability of listed companies.
In addition, before the acquisition, Qijie technology, a wholly-owned subsidiary of Dinglong Co., Ltd., was an important supplier of Beihai Jixun chip products. The two parties have cooperated. This transaction can not only ensure the cost performance and safety of Beihai Jixun's chip procurement, but also provide a sales channel for the company's chip business development, speed up the research and development process, give full play to the business synergy of both parties, and improve the company's printing chip competition Strive for strength, and further realize the synergy of both sides in management, brand and other aspects.