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Yangtze Business Daily News● Yangtze Business Daily reporter Shen Yourong

After changing hands again, Qi Tian Technology (300061.SZ) has a new story and its stock price has soared.

On August 1, Qitian Technology's stock price rose and then fell, reaching a high of 9.37 yuan per share. In the previous four trading days, its stock price rose by 20 cents in a row, more than doubling.

Behind the surge in stock prices is the expectation of a change of ownership. On the evening of July 25, Qi Tian Technology issued several announcements, the core content of which was the change of ownership.

After the package transaction is completed, the controlling shareholder of Qi Tian Technology will be changed to Shenzhen Colorful Haoyue Technology Co., Ltd. (hereinafter referred to as "Colorful Haoyue").

What has attracted much attention is that as of June 30 this year, the net assets of Colorful Haoyue were only about 3.2 million yuan, raising questions about its strength.

A reporter from the Yangtze Business Daily found that Qi Tian Technology has frequently changed owners, and this change of ownership will be the third in the past four years.

Behind the frequent changes in control is the dismal operating performance of QiTian Technology. In the past four years, the company has suffered losses in three years, with a total loss of more than 1.5 billion yuan. In addition, the company has prominent internal governance issues.

With the new owner, Qitian Technology's stock price has reached its daily limit. However, whether the company can successfully get out of its operating difficulties remains to be seen.

400 million yuan change of ownership, stock price carnival

The change of ownership planned by Qi Tian Technology is relatively complicated and will be carried out in three steps.

The first step, the termination of the voting rights delegation between some shareholders, was completed on July 25. Specifically, Fei Zhengxiang terminated the delegation of the voting rights and other rights corresponding to his 69.47 million shares to Yancheng Yannan Xinglu Industrial Investment Fund (Limited Partnership) (hereinafter referred to as "Xinglu Fund") for exercise; Xinglu Fund signed the "Termination Agreement of Voting Rights Entrustment Agreement" with Luoyang Yingjie and Shanghai Zhenyuan, and Luoyang Yingjie terminated the delegation of the voting rights and other rights corresponding to its 23.69 million shares to Xinglu Fund for exercise.

The second step is to give up voting rights. On July 25, Fei Zhengxiang issued a "Voting Rights Waiver Commitment Letter". From the date of the letter of commitment, Fei Zhengxiang unconditionally and irrevocably gave up the voting rights of all the shares of the listed company he held and the shares added during the waiver period promised in the letter of commitment. Fei Zhengxiang also promised not to seek control of the listed company.

Fei Zhengxiang was once the actual controller of Qi Tian Technology.

The above two steps are just the prelude to the change of ownership of the company.

The third step is the key step in the change of ownership. On July 25, 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, which is 82.84% of the closing price of 4.02 yuan/share on the trading day before the signing of the agreement. The total amount of funds raised in this private placement is no more than 400 million yuan, which will be used to supplement working capital and repay bank loans after deducting issuance expenses.

If calculated based on the upper limit of the issuance quantity, Colorful Haoyue will hold 15.42% of the shares of Qi Tian Technology and become the controlling shareholder of Qi Tian Technology, and its actual controller Wanshan will become the actual controller of Qi Tian Technology.

This means that the maximum cost price for this change of ownership is only 400 million yuan.

Affected by this change of ownership, on the secondary market, on July 26, Qi Tian Technology's stock price rose by 20CM to close at 5.04 yuan per share. After that, it rose by three consecutive daily limits, and the increase in 4 trading days reached 107.38%.

Three changes of ownership in four years, but still a question of how to get out of trouble

After the change of ownership to Colorful Haoyue, it is still unknown what fate Qi Tian Technology will have.

In the view of market insiders, Qi Tian Technology is a company that has been ruined by capital.

Qi Tian Technology's predecessor was Connet, which entered the A-share market in March 2010 and its main business is lens production and sales.

After going public, the company has planned external mergers and acquisitions many times.

In November 2015, the company announced that it intended to acquire 100% of the equity of Shanghai Qiji Intelligent Technology Co., Ltd. ("Qiji Intelligent"), with a preliminary agreed transaction price of RMB 2.34 billion. The latter is an innovative service provider of bank card value-added services. The company uses its own big data analysis technology advantages to obtain business opportunities for cooperation with banks by outsourcing or entrusting business. The counterparty promised that the net profit of Qiji Intelligent from 2015 to 2018 will not be less than RMB 80 million, RMB 160 million, RMB 245 million, and RMB 345 million respectively.

Subsequently, Qi Tian Technology successively acquired part or all of the equity of Shanghai Jingzhong Data Processing and Jingzhong Technology, Qiwo Information, Jiangsu Ououfei and other companies.

Qi Tian Technology did not meet expectations in terms of acquisitions and industrial transformation. On the contrary, due to high premium acquisitions, huge goodwill was formed, which swallowed up profits. For example, the goodwill of the acquisition of Qi Ji Intelligent Technology was as high as 1.972 billion yuan.

In 2018 and 2020, the company's goodwill impairment amounted to 1.145 billion yuan and 795 million yuan respectively, and another 341 million yuan was impaired in 2021. The goodwill impairment in these three years alone reached 2.281 billion yuan.

In 2023, QiJi Intelligent's operating income was 169 million yuan and its net profit was -8.9389 million yuan.

Specifically in terms of operating performance data, in 2018, Qi Tian Technology's operating income was 2.305 billion yuan, and the net profit attributable to the parent company's shareholders (hereinafter referred to as "net profit") was -793 million yuan. By 2023, its operating income will drop to 975 million yuan. From 2019 to 2023, the company's net profit was 52 million yuan, -758 million yuan, -366 million yuan, 52 million yuan, and -495 million yuan, respectively. It suffered losses three times in four years, with a total loss of 1.567 billion yuan.

In the first quarter of this year, the company's operating income fell to 202 million yuan, and its net profit turned from profit to loss.

Public information shows that since 2019, Qi Tian Technology has been punished by regulators four times for violations of laws and regulations in related transactions and information disclosure. For example, at the beginning of 2019, the company predicted that its annual performance in 2018 would be a profit of more than 300 million yuan, but it ended up with a loss of nearly 800 million yuan.

Since 2021, Qi Tian Technology has frequently changed hands.

On March 4, 2021, Fei Zhengxiang, the actual controller of Qi Tian Technology, signed a "Share Transfer Agreement" with Cao Sheng and Huajin Securities in order to repay the stock pledge financing loan and reduce the stock pledge ratio. Fei Zhengxiang's shareholding changed from 20.12% to 17.08%, slightly lower than Liu Tao and his associates' shareholding ratio of 17.55%, and he lost his position as controller.

Half a year later, due to the signing of the Voting Rights Entrustment Agreement between Xinglu Fund and Nanping Yingjie, 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 the "Agreement on Concerted Action". Xinglu Fund and its concerted action party Chengnan Big Data Fund together hold 19.89% of the company's voting rights, becoming the controlling shareholder. The actual controller of Xinglu Fund is the Yancheng Municipal Government.

What is questionable is that Colorful Haoyue's main business is the research and development, production and sales of graphics cards, as well as the provision of technical development services. As of the end of June this year, its total assets and net assets were only 22.8651 million yuan and 3.1959 million yuan respectively. Its operating income and net profit in the first half of this year were 22.96 million yuan and 702,200 yuan respectively.

Is Colorful Haoyue the real strength of Wanshan? How such a company can take up 400 million yuan of private placement and how it can lead Qitian Technology out of its operating difficulties is still a mystery.