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China Fund News reporter Nan Shen

On the evening of July 22, Hang Seng Electronics announced that it had signed a "Share Transfer Agreement" with relevant shareholders of Yingshisheng, acquiring a total of 37.56 million shares of Yingshisheng, accounting for 5% of Yingshisheng's total share capital, and the total price was approximately 180 million yuan.

Previously, Hengsheng Electronics and its concerted actors held 7.97% of Wintime's shares. After this increase, the shareholding ratio will rise to 12.97%, which is very close to the 14.31% shareholding ratio of Wintime's controlling shareholder. In this case, the company obtains 2 of the 6 non-independent director seats. However, Hengsheng Electronics said that it will not seek control of Wintime in the next 12 months.

Yingshisheng and Hang Seng Electronics both belong to the financial software industry. Their main business is to provide application software and value-added services for information system solutions for the asset management and asset custody businesses of financial institutions.

No attempt to acquire control in the next 12 months

According to the announcement of Hang Seng Electronics, based on the recognition of the investment value and management team of Yingshisheng and for the purpose of long-term investment, the company signed a "Share Transfer Agreement" with relevant shareholders of Yingshisheng on July 22, 2024, and acquired a total of 37.56 million shares of Yingshisheng, accounting for 5.0008% of the total share capital of Yingshisheng. The agreed transfer price was 4.8 yuan per share, and the total price was 180.288 million yuan.

The share transfer price for this agreement transfer is determined by referring to 98.77% of the closing price of the listed company's stock on the previous trading day before the signing of the agreement (July 19).

Prior to this agreement transfer, Hang Seng Electronics and the four private equity funds managed by the concerted actor Shanghai Tongyi Investment Management Co., Ltd. jointly held 59.868 million shares of Wintime, accounting for 7.97% of Wintime's total share capital. After the completion of this agreement transfer, the company and the concerted actors held a total of 97.428 million shares of Wintime, accounting for 12.97% of Wintime's total share capital.

Historical announcements show that on February 18, 2021, Hang Seng Electronics signed a "Share Transfer Agreement" with Yingshisheng shareholders Tang Qiu, Yan Jianhong, Yan Jianbing, and Huang Yi, and acquired a total of 54 million shares of Yingshisheng held by the above shareholders, accounting for 7.18% of Yingshisheng's total share capital. The agreed transfer price was 7.18 yuan per share, and the total transfer price was 388 million yuan.

After the two agreement transfers, the current controlling shareholders and actual controllers of Yingshisheng Tang Qiu, Yan Jianhong and their joint actor Yan Jianbing hold a total of 107 million shares of the company, accounting for 14.3084% of the company's total share capital; the shareholding ratio of Hengsheng Electronics and its joint actors of 12.97% is already close to the shareholding ratio of Yingshisheng's controlling shareholders.

Hang Seng Electronics promised that within 6 months after the completion of the transfer registration of this equity change, it would not reduce the shares of the listed company acquired in this agreement transfer. Hang Seng Electronics and its concerted actors have no plans to reduce or increase their holdings of Wintimes shares in the next 12 months. They will recommend at most 2 non-independent directors and will not seek control.

Both companies are under pressure this year

According to information, Hang Seng Electronics is a financial technology company with the mission of "making finance simple", headquartered in Hangzhou. The company was founded in 1995 and listed on the main board of the Shanghai Stock Exchange in 2003. Hang Seng focuses on the financial industry and is committed to providing overall solutions and services to securities, futures, funds, trusts, insurance, banks, exchanges, private equity and other institutions.

In recent years, Hang Seng Electronics' overall performance has been good. From 2021 to 2023, the company's operating income has grown steadily, from 5.497 billion yuan to 7.281 billion yuan, and its non-net profit was 947 million yuan, 1.145 billion yuan and 1.448 billion yuan, respectively, with growth rates of 29%, 20.93% and 26.51% respectively.

However, the performance of Hang Seng Electronics is under pressure in 2024. In the first quarter of this year, the company's net profit loss was 36.14 million yuan, and the non-net profit was 21.47 million yuan, a year-on-year decline of 71%. On July 10, the company released its first-half performance forecast for this year, showing that the company achieved a net profit of approximately 35.377 million yuan in the first half of 2024, a decline of approximately 92.07% compared with the same period last year. The company expects to achieve a non-net profit of approximately 141 million yuan in the first half of 2024, a decline of approximately 46.76%.

As of the close of July 22, the market value of Hang Seng Electronics was approximately 33.64 billion yuan. As of the end of the first quarter of this year, the company had 164,000 shareholders.

Founded in 1998 and headquartered in Shenzhen, Wintime is a well-known domestic integrated service provider of financial IT solutions and a key software enterprise in the national planning layout. The company is one of the first batch of national high-tech enterprises in Shenzhen and a key software enterprise in Shenzhen. It was listed on the Shenzhen Stock Exchange's Growth Enterprise Market in 2014.

In the past three years, the net profit of Wintime has fluctuated within a narrow range of 50 to 60 million yuan. In the first quarter of 2024, both the net profit and net profit of Wintime lost nearly 90 million yuan. As of the close of July 22, the market value of Wintime was only 3.77 billion yuan. As of the end of the first quarter of this year, the company had 46,000 shareholders.

Editor: Captain

Review: Chen Mo

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