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China Fund News reporter Wu Jun

On the evening of July 21, Chaoxun Communications issued four announcements in a row, involving the agreement transfer of some shares of the controlling shareholder. First, it said that the agreement transfer between the company's controlling shareholder and actual controller Liang Jianhua and Yue Yan was terminated, and then it planned to change the object and transfer the 10 million shares of the company held by them (accounting for 6.35% of the company's total share capital) to Shanghai Jiuyi Investment Management Co., Ltd. (on behalf of Jiuyi Composite Strategy No. 2 Private Securities Investment Fund) at a price of 24.30 yuan per share, with a total transfer price of 243 million yuan.

Fund Jun found that although it claimed to have six major business ecosystems including computing power, the stock price of Chaoxun Communications fell by more than 26% this year after a 131% surge last year. Not long ago, the company released its semi-annual performance forecast, and it is expected to achieve a net profit attributable to shareholders of 26 million to 36 million yuan in the first half of 2024, compared with a loss of 38.1657 million yuan in the same period last year.

Changing the transferee of the agreement within just one week

Planned to transfer 243 million yuan to private equity funds

According to the announcement information disclosed by Chaoxun Communication on the evening of July 21, on July 12, 2024, Liang Jianhua, the company's controlling shareholder and actual controller, and Yue Yan signed the "Share Transfer Agreement". Liang Jianhua intends to transfer his 10 million shares of the company's shares (accounting for 6.35% of the company's total share capital) to Yue Yan at a price of 25.84 yuan per share through an agreement transfer. However, as of the date of disclosure of this announcement, Liang Jianhua and Yue Yan have not actually performed the above-mentioned share transfer agreement. After consultation between the two parties, they agreed to terminate the signed "Share Transfer Agreement".

Just in the past week, Chaoxun Communications' controlling shareholder planned to change the object of the agreement transfer, and the price of the agreement transfer was also lowered.

On July 19, Chaoxun Communications received a notice from its controlling shareholder Liang Jianhua that it had signed a "Share Transfer Agreement" with Shanghai Jiuyi Investment Management Co., Ltd. (on behalf of Jiuyi Composite Strategy No. 2 Private Equity Securities Investment Fund), stipulating that Liang Jianhua intends to transfer 10 million shares of the company held by him to Shanghai Jiuyi Investment at a price of RMB 24.30 per share through an agreement transfer, with a total transfer price of RMB 243 million.

It is understood that after the completion of this agreement transfer, the company's controlling shareholder Liang Jianhua and his associates' total shareholding in the company will be reduced from 26.83% to 20.48%.

Fund Jun noticed that the price of this agreement transfer is 24.30 yuan per share, which is lower than the previous agreement transfer price of 25.84 yuan per share. Chaoxun Communications emphasized that this agreement transfer does not involve a tender offer and will not lead to changes in the company's controlling shareholder and actual controller.

In addition, according to the simplified report on changes in equity, Liang Jianhua transferred his shares this time due to his own financial needs.

Shanghai Jiuyi Investment stated that the acquisition of listed company shares was mainly due to its optimism about the development prospects of the industry in which Chaoxun Communications is located and its recognition of its investment value.

However, Shanghai Jiuyi Investment also stated that, apart from this equity change, it has no plans to increase or decrease its equity stake in the listed company in the next 12 months.

Chaoxun Communications' stock price has fallen by more than 26% this year

The scale of private equity that “took over” was less than 500 million yuan

Public information shows that Chaoxun Communications is a full-professional service provider for communication networks, a provider of IoT solutions for all industries, and a manufacturer of full-ecological smart hardware. The company maintains its leading position in the fields of communication network construction, maintenance, optimization services, and communication software and hardware development, while also making in-depth layouts in the fields of IoT, AI, and cloud computing. In recent years, Chaoxun Communications has focused on the two major sectors of "intelligent computing + communication" and the six major business ecosystems of "computing power + data + AI + IoT + ICT + new energy".

But in fact, Chaoxun Communication's operating performance has been poor in recent years. Data disclosed in the annual reports of 2021, 2022 and 2023 showed that the company achieved operating income of 1.484 billion yuan, 2.026 billion yuan and 2.445 billion yuan, respectively, and net profit attributable to shareholders of the parent was -231 million yuan, 15.1896 million yuan and 18.7881 million yuan, respectively.

Recently, Chaoxun Communications released its performance forecast. The company expects to achieve a net profit attributable to the parent company of 26 million to 36 million yuan in the first half of 2024. Compared with the same period last year, it will turn losses into profits. Its net profit attributable to the parent company in the first half of 2023 was -38.1657 million yuan. The company said that during the reporting period, the main reasons for the expected profit are: first, the company continued to vigorously expand its intelligent computing business, and achieved steady growth in the intelligent computing business during the reporting period while improving the company's overall gross profit margin; second, the intelligent computing business has the characteristics of a short collection period, and the amount of bad debts to be accrued in this period has decreased compared with the same period last year.

Judging from the stock price performance, Chaoxun Communication, riding on the momentum of AI computing power, rose by 131.35% last year. However, this year, the stock price trend is not good. It once rose to 44.88 yuan per share in late March, but then fell sharply. As of July 19, it closed at 27.80 yuan per share, and the latest total market value is only 4.382 billion yuan; Chaoxun Communication's overall decline this year has reached 26.28%.

Let's take a look at Shanghai Jiuyi Investment. The company was founded in December 2014 and completed the registration of private securities investment fund manager in April 2015. It currently has 9 full-time employees and manages funds ranging from 0 to 500 million yuan.

Information on the website of the Fund Industry Association shows that Shanghai Jiuyi Investment has some institutional reminder information, such as the company's registered address is in Shanghai Pudong New Area, but the office is in Jinshui District, Zhengzhou, Henan. In addition, the company's ratio of opening inquiry accounts for investors in the targeted disclosure function of the information disclosure backup system is less than 50% (excluding 50%).

In addition, the private equity fund Jiuyi Composite Strategy No. 2 Private Equity Securities Investment Fund, which plans to spend 243 million yuan to "take over" the shares transferred by the controlling shareholder of Chaoxun Communications, according to information updated in the second quarter of 2024, has a remaining size of less than 10 million yuan.

Shareholder announcements from several listed companies this year

Agreement to transfer shares to private equity funds

In fact, in recent years, many listed companies have issued announcements that their shareholders intend to transfer shares to private equity funds, such as Laisen Tongling, Tianyu Ecology, Zhongbei Communications, Qifan Cable, Honghe Technology, Kosen Technology, and Shenchi Mechanical and Electrical.

On the evening of July 16 this year, Laisen Tongling announced that it had received a notice from its former chairman Shen Dongjun that he would transfer his 5.3% stake in the company to Ningbo Ningju Asset Management Center (Limited Partnership) - Ningju Quantitative Multi-Strategy Securities Investment Fund through an agreement transfer, with the total transfer price being 77.5882 million yuan.

On June 25, Tianyu Ecology issued an announcement stating that the controlling shareholders Luo Weiguo and Shi Dongwei intend to transfer 22 million unrestricted tradable shares to Shenzhen Zeyuan Private Equity Fund Management Co., Ltd. (on behalf of Zeyuan Liwangtian No. 42 Private Equity Investment Fund) at a price of 5.562 yuan per share, accounting for 7.58% of the company's total share capital, and the total transfer price is approximately 122 million yuan. The private equity also stated that the purpose of acquiring Tianyu Ecology shares is to manage the assets of the acquired shares and bring returns to the private equity investment fund principals, and it does not seek control over the listed company.

On the evening of May 14, Zhongbei Communications issued an announcement stating that the company's controlling shareholder and actual controller Li Liubing intends to transfer 5% of the company's shares held by him to Shenzhen Baiyang Private Equity Securities Fund Management Co., Ltd. (on behalf of Baiyang Qiushi Jinqu No. 1 Private Equity Securities Investment Fund) at a price of 26.11 yuan per share. The total transfer price is approximately 438 million yuan.

Market analysts have suggested that there may be several main reasons why shareholders of listed companies transfer shares to private equity funds by agreement: first, shareholders may hope to obtain more financial support through private equity funds to achieve corporate financing, optimize equity structure, etc.; second, shareholders may also choose agreement transfer due to personal financial needs or to reduce their holdings; third, reducing holdings through agreement transfer can reduce the impact on secondary market stock prices to a certain extent.

Editor: Captain

Audit: Wooden Fish

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