hanjia design's actual control is expected to change, and the strong combination is expected to usher in a new development situation
2024-09-12
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six years after its listing, the major shareholder of hanjia design (300746.sz) plans to transfer control, and the company is expected to usher in a strong alliance.
on the evening of september 8, hanjia design announced that the company's controlling shareholder zhejiang urban construction group co., ltd. (hereinafter referred to as "urban construction group") intends to transfer its 29.9998% equity in the company to suzhou tailian zhixin investment management partnership (limited partnership) (hereinafter referred to as "tailian zhixin"). after the transaction is completed, the company will be owned by shen gang and cheng zhuo.
on the evening of september 10, hanjia design further announced that the total consideration for the transfer of the target shares was approximately rmb 713 million, and the transfer price was rmb 10.5211 per share. compared with the closing price of 6.59 yuan per share before hanjia design was suspended (september 6), the premium was about 60%.
there is another important point that cannot be ignored in the change of ownership of hanjia design. hanjia design intends to acquire 51% of the equity of suzhou futai information technology co., ltd. (hereinafter referred to as "futai technology") for 581 million yuan in cash. after the transaction is completed, futai technology will become a holding subsidiary of the company. the actual controllers of futai technology are shen gang and cheng zhuo.
it is worth noting that hanjia design and futai technology have upstream and downstream industry relationships in the fields of urban management and urban operation services. after the acquisition, the two parties will generate synergy effects, which will further enhance the profitability of the listed company.
industry insiders said that in the next few years, the country is expected to continue to increase investment in environmental protection and public utilities. as an it high-tech company with technological advantages and "data barriers" in this field, futai technology is expected to maintain its sustained growth momentum.
strong alliance, obvious synergy effect of acquisition target
futai technology is expected to become the second major acquisition in the history of hanjia design.
in october 2018, hanjia design, which had been listed for less than half a year, disclosed a major asset restructuring plan. the company planned to acquire 85.68% of the shares of new third board company hangzhou she co., ltd. for 583 million yuan by issuing shares and paying cash.
looking back, hangshe co., ltd. not only injected fresh blood into hanjia design, but also allowed the listed company to further improve its business qualifications and main business areas. at the beginning of its listing, hanjia design was mainly engaged in architectural design, decoration and landscape municipal design, and epc general contracting. its core business was the planning, construction, intelligence, curtain wall, floodlighting, geotechnical, municipal administration, garden landscape, indoor and outdoor decoration and other designs of construction projects.
through this transaction, hangzhou she co., ltd.'s core technology and existing business resources in the fields of gas and heat, municipal engineering and construction engineering design and general contracting will form a necessary supplement to hanjia design's improvement of its comprehensive service capabilities, further expand hanjia design's business coverage, and provide support for the integration of its engineering design business and the extension of the industrial chain.
not only that, hangshe shares also brought great benefits to hanjia design's performance. according to the announcement, hangshe shares promised that the net profit attributable to the parent company's shareholders after deducting non-recurring gains and losses in the audited consolidated statements for 2018, 2019, 2020 and 2021 will not be less than 38.9 million yuan, 46.2 million yuan, 54 million yuan and 62.3 million yuan respectively. in the end, the performance completion rate of hangshe shares during the performance commitment period was 103.59%, 105.11%, 110.93% and 103.51% respectively.
now, hanjia design will join forces with futai technology.
according to the information, futai technology is an it integrated service provider focusing on the digitalization of urban governance and the operation of smart cities. its main products and services are to provide customers with full-scenario smart city solutions and data services around urban data governance, urban operation management, comprehensive environment, public health and other fields through technologies such as aiot, big data, and digital twins. at the same time, it uses the internet, ai, and unmanned driving technologies to provide intelligent, unmanned, and less-manned operation services.
according to the official website, futai technology is a leading domestic sanitation and solid waste company, with a current market share of 18%. the company is headquartered in suzhou high-tech zone, with more than 800 employees, holding more than 40 companies, and its business covers more than 30 provinces and more than 200 cities, providing it services to more than 600 government departments and more than 100 enterprises.
it is worth mentioning that futai technology's overseas projects are bottleneck projects for data processing going overseas. in recent years, the company has actively explored overseas markets based on its technological advantages and experience in the domestic industry. its products have entered hong kong and singapore, and will continue to expand into southeast asian and european markets in the future.
hanjia design said that hanjia design and futai technology have upstream and downstream relationships in the fields of urban management and urban operation services. after the acquisition is completed, the two parties will generate synergies in multiple fields such as technology, business, and market. futai technology can bring potential and broader customer resources, operation service experience and technical support to the listed company in the municipal utilities sector, and will also help the listed company further expand its business areas and enhance its comprehensive service capabilities and competitiveness in the field of urban operation, which will further enhance the profitability of the listed company.
change of ownership + mergers and acquisitions are expected to improve profitability
in order to obtain the controlling rights of hanjia design, tailian zhixin paid a large premium to acquire the shares, which shows the great "attraction" of hanjia design. while planning to become the actual controller of hanjia design, shen gang and cheng zhuo will also promote the injection of their high-quality assets into the listed company.
public information shows that hanjia design is a private architectural design company with a certain brand influence in china. the company was established in 1993 and listed on the shenzhen stock exchange in may 2018.
before the equity transfer, the urban construction group, which was 100% controlled by mr. cen zhengping and his wife ou weizhou, held 51.6% of the equity of hanjia design. the founder of hanjia design, mr. cen zhengping, directly held 0.66% of the shares of the listed company. the urban construction group and its concerted actor, mr. cen zhengping, held a total of 52.26% of the equity of hanjia design. after the equity transfer, the urban construction group and mr. cen zhengping still held a total of 22.2602% of the equity of the listed company.
from the market's perspective, the change of ownership of hanjia design may be related to the company's declining profitability in recent years. in 2022 and 2023, hanjia design's revenue was 2.5 billion yuan and 2.274 billion yuan, down 10.77% and 9.03% year-on-year, respectively; net profit in the same period was 16.4177 million yuan and 10.9220 million yuan, down 83.62% and 33.47% year-on-year. in the first half of 2024, the company's revenue was 618 million yuan, down 34.96% year-on-year, and its net profit was 3.7202 million yuan, down 81.62% year-on-year.
in fact, the decline in hanjia design's performance was mainly affected by real estate, and most of its customers were tog, resulting in a large amount of accounts receivable and bad debt provisions.
market insiders believe that the acquisition of futai technology is an important way to enhance the profitability of hanjia design, and futai technology may be able to replicate the success story of hangzhou she co., ltd.
according to the performance commitment agreement, the performance commitment period set for this transaction is 2024 and 2025. the two parties agreed that the net profit achieved by futai technology during the commitment period will be no less than 216 million yuan. financial data shows that in 2023 and from january to july this year, futai technology achieved revenue of 922 million yuan and 483 million yuan respectively, and net profit of 98.9407 million yuan and 43.781 million yuan in the same period.
the industry believes that as an it high-tech enterprise with technological advantages and "data barriers" in the fields of environmental protection and public utilities, futai technology is expected to maintain its sustained growth momentum with the support of national policies. this time, hanjia design's acquisition of futai technology may give full play to the synergy between the two parties and strengthen their competitive advantages.
