On the evening of October 17, Key Bridge Communications released a major asset purchase and related party transaction report (draft) (hereinafter referred to as the “Report”), and planned to spend 945 million yuan to purchase Shanghai Zhifu Information Technology Service Co., Ltd. (hereinafter referred to as “Shanghai” Rich") 45% equity.

The Beijing News reporter noted that Shanghai’s wealthy shareholders “suddenly” entered the listed company before the transaction. In addition, as a core asset of Shanghai's rich assets, it has been repeatedly punished by the regulatory authorities, and there is still a risk of renewal of the payment business license.

On August 24 this year, when Jianqiao Communications disclosed the progress of major asset restructuring, it disclosed that it intends to purchase the shares of Shanghai Zhifu held by Huang Xisheng and Wang Yanming in a total amount of not less than 40%. However, just one month later on September 28, Key Bridge Communications announced that the former second largest shareholder Hong Kong Key Bridge transferred its 7.3% and 5% equity to Huang Xisheng and Wang Yanming respectively.

The company’s shareholders voted for the listed company last month.

Key Bridge Communication Department is a service provider specializing in information and communication technology solutions in the energy and transportation fields. In recent years, its performance has declined significantly. In the first half of this year, it lost a loss of 5.744 million yuan, and after deducting it, it lost 10.51 million yuan.

Shanghai Yufu was established in 2012, and its interest is one of the 43 institutions in China that have a nationwide bill of lading payment license. The target company provides professional mobile internet finance integrated solutions for small and micro businesses by providing telecom value-added services and scenario-based payment services.

According to the report, after the completion of the transaction, the listed company will cut into the third-party payment field, strengthen the layout of big data and finance, promote the company's industrial upgrading and integration of industry and finance, in line with the development strategy of listed companies.

The Beijing News reporter noted that the transaction was conducted entirely by cash. The semi-annual report of the key bridge communication shows that its monetary fund is only 335 million yuan, and the balance of cash and cash equivalents at the end of the period is 280 million yuan, which is lower than the current purchase price. According to the report, the source of funds is the listed company's own funds and bank loans, while the construction bank Shenzhen Nanshan Branch intends to provide loans of no less than 570 million yuan for the transaction, and the follow-up matters are still being further implemented.

Obtaining payment funds through external financing will increase the debt level of listed companies. According to the report, this will significantly increase the future financial costs of listed companies.

So why does Keybridge Communications adopt this acquisition method that significantly increases future financial costs?

The Beijing News reporter noted that the company’s shareholding has changed during the suspension of the key bridge communication on May 25, and the shareholders of the target company are also involved.

On August 24 this year, when Jianqiao Communications disclosed the progress of major asset restructuring, it disclosed that it intends to purchase the shares of Shanghai Zhifu held by Huang Xisheng and Wang Yanming in a total amount of not less than 40%. However, just one month later on September 28, Key Bridge Communications announced that the second largest shareholder of the original key bridge communication, Hong Kong Key Bridge, transferred the 7.3% and 5% equity of the key bridge communication to Huang Xisheng and Wang Yanming respectively. Huang Xisheng and Wang Yanming paid 356 million yuan and 244 million yuan respectively.

The Beijing News reporter noted that Huang Xisheng and Wang Yanming collectively paid a total of 600 million yuan for the transfer of a total of 12.3%. Under this circumstance, if all the shares are issued or the shares are issued plus cash, it means that the shareholding ratio of Huang Xisheng and Wang Yanming in the listed company may approach the current largest shareholder Gan Dejing. It is reported that Gande Jingyi currently holds 19.84% of the shares.

The reporter also noted that in recent years, the regulatory authorities have increased their concern about the changes in shareholdings before and after the restructuring of listed companies. According to the current rules, if the assets are not purchased through the issuance of shares, the acquisition by cash only will not have to be reviewed by the SFC.

According to the previous announcement by Keybridge Communications, Huang Xisheng and Wang Yanming stated that the purpose of the transfer of shares is to recognize the value of their investment, and does not rule out the possibility of continuing to increase or decrease their shares in the key bridge communication within the next 12 months.

Less than 4 years, valuation from 8 million to 2.1 billion

According to the report, Shanghai Yufu was jointly established by Gansu Jiafuyi, Li Yunfeng and Gan Chunlan on September 20, 2012. On November 23, 2013, Shanghai Yufu made a shareholder meeting decision, and Qianhai was rich. The three major shareholders collectively hold 100% of the shares.

On February 2, 2015, Shanghai Yufu made a shareholder meeting decision, and Shanghai Qixin was granted a 100% stake in Shanghai. Half a year later, in August 2015, Shanghai Yufu made a shareholder meeting decision, Huang Xisheng, Wang Yanming, Huzhou Tongsheng received a 100% stake in Shanghai. Three months later, in November, Shanghai Yufu passed the resolution of the shareholders' meeting, and Pioneer paid the transfer of 36.84% of the shares held by the above three shareholders. At the beginning of 2016, Pioneer’s shareholding was transferred to Mercure.

In February of this year, Shanghai Yufu passed the resolution of the shareholders' meeting, and Fosun Industrial invested 9.9%. According to industry and commerce information, the controlling shareholder of Fosun Industrial is Shanghai Fosun Industrial Investment Co., Ltd., and the actual controller is Guo Guangchang.

In this series of equity changes, the valuation of Shanghai Yufu has changed dramatically.

In the three equity transfers in November 2013, February 2015 and August 2015, the overall valuation of the company was 8 million yuan; the report stated that the above three equity transfers were equity transfers under the same control.

When Pioneer paid its shareholding in November 2015, its valuation increased to 1.6 billion yuan. By the time of Fosun's shareholding in early 2016, the valuation fell to 1.2 billion yuan.

The two stock transfer prices are different, but the report explains the basis of the price almost identically. Based on the estimated net profit of Shanghai Yufu 2015, it will give a certain P/E multiple. It is reasonable to be fully communicated and negotiated.

By the time the key bridge communication was reorganized, the evaluation value of Shanghai Yufu increased to 2.107 billion yuan, which was 1.89 billion yuan higher than the book value of the parent company's net assets, and the value-added rate was 881.58%.

The main source of profit for Shanghai is rich

Behind the 881.58% appreciation rate, what is the performance of Shanghai Rich?

According to the financial report, the net profit attributable to 2014 and 2015 was 1,124,400 yuan and 4,351,100,000 yuan respectively. The compensation obligor also promised that Shanghai Jifu's accumulated net profit for 2016-2018 is not less than 600 million yuan. It can be seen that in 2015, when the valuation changed the most, Shanghai’s rich performance achieved a larger leap than in 2014.

The Beijing News reporter noted that Shanghai Yifu’s subsidiaries have made great contributions to this. According to the report, the main source of profit for the underlying company is the billing fee for small and micro merchants, and the point of interest is the acquiring institution.

What is the point of interest? It is one of 43 third-party payment institutions that have obtained the qualification of bank card receipts nationwide.

In 2014, the net profit was -3.68 million yuan, and in 2015 it jumped to 39.931 million yuan.

Point interest is facing the risk of renewal of the payment license

As a core asset of Shanghai Rich, the interest payment license will expire at the end of this year. According to the report, the interest in the license has been officially submitted to the People's Bank of China Shanghai Branch in accordance with the requirements of the PBOC, and is still in the review stage.

In fact, the parties concerned have signed an agreement. If the validity period of the payment service license has not been completed as of June 30, 2017, and the interest will not be carried out according to the laws and regulations, the key bridge will not be able to carry out the payment business. The newsletter has the absolute discretion to choose whether to cancel the transaction.

In addition to the uncertainty of renewal of business qualifications, the interest has been repeatedly punished by relevant departments in recent years. In January last year, the People's Bank of China Jinan Branch issued an administrative penalty decision letter to the Jinan Branch of the People's Bank of China, and imposed a fine of 150,000 yuan, which violated the rules of deploying mobile POS machines.

In July this year, the Shanghai Branch of the People's Bank of China issued an administrative penalty decision letter and imposed a fine of 60,000 yuan, saying that its branch office established in Hunan Province did not file a record with the local People's Bank branch, and launched a bank card in Hunan Province without authorization. Billing business.

Many customers are named after rich

The Beijing News reporter noted that many of the top five customers in Shanghai are rich in “i-fu”, such as the third and fourth largest customers in the first half of this year, Fujian Zhifu Information Technology Services Co., Ltd. and Ningbo Fu Information Technology Co., Ltd.

The report is indicated under the list of the five major customers. Some outsourcing service providers have enhanced the credibility of the market. Their registered names include the word “ie rich”, but they have no equity relationship with Shanghai.

The Beijing News reporter noted that Shanghai Music Brush Financial Information Services Co., Ltd. (hereinafter referred to as “Shanghai Music Brush”), the fifth largest customer in the first half of this year, may have an intersection with Shanghai.

The reporter of the Beijing News reported on the ICP filing website , and the result was displayed as Shanghai Music Brush Financial Information Service Co., Ltd. After the filing of the website, Shenzhen is rich. According to business information, the company's registration time is July 13, 2016.

The report also revealed that one of the holding subsidiaries of Shanghai Yufu is Shenzhen Zhifu Data Processing Co., Ltd. Its establishment time is also July 13, 2016.

On October 21st, the Beijing News reporter called Shanghai Music to brush a person and confirmed to the reporter: It is rich cooperation with Shenzhen. The Beijing News reporter called Xinqiao Communication. The other party said that the relevant information was submitted to the Exchange for review, and it was not convenient to answer other aspects of the announcement. The reporter called the point of interest in the business information, no one answered.

â–¡New Beijing News reporter Zhao Yibo reports from Beijing

New Beijing News Cartography / Zhang Wei