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China Fund News reporter Nan Shen

On the evening of July 25, Qi Tian Technology announced that it plans to introduce Colorful Haoyue as the company's new controlling shareholder through the implementation of a package arrangement of "termination of voting rights delegation + waiver of voting rights + issuance of shares to specific objects".

On the same day, Qi Tian Technology's shareholders Xinglu Fund, Big Data Fund, Fei Zhengxiang, Luoyang Yingjie, Liu Tao, Shanghai Zhenyuan and Colorful Haoyue signed a "Cooperation Framework Agreement", stipulating that Fei Zhengxiang and Luoyang Yingjie would terminate their voting rights delegation to Xinglu Fund, Fei Zhengxiang would give up his voting rights, and the listed company would issue shares to Colorful Haoyue.

After the transaction is completed, the company's controlling shareholder will be changed from Xinglu Fund to Colorful Haoyue, and the actual controller will be changed from Yancheng Municipal Government to Wanshan. If this transaction is completed, it will be the third time that Qitian Technology has changed its actual controller in four years.

400 million to control a listed company

The plan is divided into three steps

According to the announcement of Qi Tian Technology, the first step of this transfer of control is to terminate the voting rights delegation among some shareholders.

On July 25, 2024, Xinglu Fund and Fei Zhengxiang signed the "Termination Agreement of the Voting Rights Assignment Agreement", and Fei Zhengxiang terminated the entrustment of the voting rights and other rights corresponding to the 69.47 million shares held by him to Xinglu Fund for exercise; Xinglu Fund signed the "Termination Agreement of the Voting Rights Assignment Agreement" with Luoyang Yingjie and Shanghai Zhenyuan, and Luoyang Yingjie terminated the entrustment of the voting rights and other rights corresponding to the 23.69 million shares held by it to Xinglu Fund for exercise.

The second step is the waiver of voting rights by some shareholders. On July 25, 2024, Fei Zhengxiang issued a "Voting Rights Waiver Commitment Letter". From the date of the issuance of the commitment letter, Fei Zhengxiang unconditionally and irrevocably waived the voting rights of all the shares of the listed company he held and the shares added during the waiver period promised in the commitment letter.

On the same day, Fei Zhengxiang also issued a "Letter of Commitment Not to Seek Control of the Listed Company", promising not to seek control of the listed company from the date of issuance of the letter of commitment.

The third step is to issue shares to specific objects. On July 25, 2024, Qi Tian Technology and Colorful Haoyue signed the "Conditional Effective Share Subscription Agreement", and Colorful Haoyue intends to subscribe to no more than 120 million shares issued by the company to specific objects. The price of this private placement is 3.33 yuan/share (the latest price of Qi Tian Technology is 4.2 yuan/share), and the total amount of funds raised from the issuance is no more than 400 million yuan, which will be used to supplement working capital and repay bank loans after deducting issuance expenses.

After the completion of the above matters, according to the upper limit of the number of shares issued this time, Colorful Haoyue will hold 15.42% of the total share capital of Qi Tian Technology after issuance, and the voting rights ratio will be 16.93%. Colorful Haoyue will become the controlling shareholder of Qi Tian Technology, and Wanshan, the actual controller of Colorful Haoyue, will become the actual controller of the company.

The net assets of the new controlling shareholder are only 3.2 million yuan

Qi Tian Technology has changed its actual controller three times in four years

The announcement shows that the main business of Colorful Haoyue, which is to be acquired this time, is the research and development, production and sales of graphics cards, as well as the provision of technical development services.

Judging from the financial data, Colorful Haoyue's strength can be said to be relatively "weak". As of June 30 this year, its total assets were less than 23 million yuan and its net assets were only 3.2 million yuan. In 2023, Colorful Haoyue's revenue was 22.3 million yuan and its net profit was only 2.8 million yuan. In the first half of 2024, its revenue and net profit were 22.96 million yuan and 702,200 yuan respectively.

Colorful Haoyue stated that the funds for subscribing to the listed company's stock issuance this time all came from its own or self-raised funds, and it promised that "there is no external fundraising, proxy holding, or structured arrangement, and there is no direct or indirect use of the issuer and its affiliates' funds for this subscription. The source of funds is legal and compliant."

It is worth noting that if the change of actual controller is successful, it will be the third time that Qi Tian Technology has changed its actual controller in four years.

On March 4, 2021, Fei Zhengxiang, the actual controller of Qi Tian Technology at the time, signed a "Share Transfer Agreement" with Cao Sheng and Huajin Securities Co., Ltd. in order to repay the stock pledge financing loan and reduce the stock pledge ratio. Fei Zhengxiang's shares changed from 20.12% to 17.08%, slightly lower than the 17.55% held by Liu Tao and his associates, and lost control of the listed company.

About half a year later, on the evening of September 27, 2021, Qitian Technology issued an announcement that Xinglu Fund and Nanping Yingjie signed a "Voting Rights Entrustment Agreement", and the latter entrusted the voting rights and other related rights of its shares accounting for 5.03% of the company's total share capital to Xinglu Fund. At the same time, Chengnan Big Data Fund and Xinglu Fund signed a "Concerted Action Agreement".

After the transaction is completed, Xinglu Fund and its joint actor Chengnan Big Data Fund will hold voting rights accounting for 19.89% of the company's total share capital. This proportion exceeds the 17.55% voting rights held by Liu Tao and his joint actors, making them the controlling shareholders. The actual controller of Xinglu Fund is the Yancheng Municipal Government.

Now, less than three years later, Qi Tian Technology is about to change its actual controller again.

According to public information, Qitian Technology was listed on the Shenzhen Stock Exchange in 2010. It was originally named "Connet" and its main business was lens production and sales. After several mergers and acquisitions after listing, nearly 80% of its main business currently comes from digital life marketing.

Qitian Technology has not performed well in recent years, with losses of hundreds of millions of yuan. As of the close of July 25, the company's latest market value was only 2.768 billion yuan. As of the end of the first quarter of this year, the company had about 40,000 shareholders.

Editor: Xiaomo

Audit: Wooden Fish

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