① The executive secretary of Xinguang Optoelectronics said that since its establishment, Zhongjiu Xinguang has positioned itself as a technology-intensive enterprise, and has been in a high R&D investment stage in recent years, leading to loss problems; ② After the transaction was completed, Xinguang Optoelectronics changed its shareholding ratio from 51% to 38.5% of Zhongjiu Shinkong's shares; the first two were the first and second largest shareholders.
“Science and Technology Innovation Board Daily”, May 24 (Reporter Wu Xuguang) On the evening of May 23, Xinguang Optoelectronics issued an announcement stating that it plans to transfer 12.5% of the shares of the company's holding subsidiary Zhongjiu Xinguang to Mianyang Zhongjiu Optoelectronics Technology Co., Ltd. (hereinafter referred to as “Nakaku Mitsugu”), with a transaction amount of 1,654 million yuan.
After the transaction was completed, the shareholding ratio of Zhongjiu Shinkong was changed from 51% to 38.5%; Nakaku Mitsuya changed its shareholding ratio from 25% to 37.5% of Zhongjiu Shinkong's shares. The first two were the first and second largest shareholders of Zhongjiu Shinkong.
The executive secretary of Xinguang Optoelectronics told the “Science and Technology Innovation Board Daily” reporter that the move was based on the company's development strategy and made full use of the comprehensive resource advantages such as research institutes behind the subsidiary Zhongjiu Shinkong shareholder Nakahisa Mitsugu to support the development and practical application of laser technology.
The “Science and Technology Innovation Board Daily” reporter discovered through the equity relationship that the controlling shareholder of Zhongjiu Guanggu, the counterparty in this transaction, is China Jiuyuan High-tech Equipment Co., Ltd., which belongs to the China Institute of Engineering Physics (“China Academy of Engineering Physics” for short, originally the Jiuyuan Academy for short).
According to public information, China Jiuyuan High-tech Equipment Co., Ltd. (“China Jiuyuan” for short) is the only military enterprise directly under the Chinese Academy of Science and the only exporter of high-tech equipment from the Chinese Academy of Technology. Its main business includes powerful laser weapons and equipment, anti-unmanned cluster equipment, electromagnetic protective equipment, and advanced conventional weapons and equipment. The headquarters is located in Haidian District, Beijing, and the R&D and production base is located in Mianyang, Sichuan.
Bai Wenxi, vice chairman of the China Enterprise Capital Alliance, told the “Science and Technology Innovation Board Daily” reporter that behind this deal, the state-owned shareholders behind Zhongjiu Xinguang can make full use of the technology research and development advantages with good resource endowments and strong customer resources and channel resources to ensure that the follow-up strategic plans for the underlying assets are effectively implemented, and it is expected to improve the long-term value evaluation of the listed company Xinguang Optoelectronics by the secondary market.
According to the evaluation results of the Income Method, the 12.5% of the shares transferred by COSCO Xinguang have a book value of 6861,000 yuan, and the assessed value is 1,654 million yuan, with a premium of 134.00%. It should be pointed out that the target company, Zhongjiu Xinguang, has not been profitable since its establishment in June 2021.
According to the announcement, Zhongjiu Xinguang carries out related production, operation and management work focusing on optical control systems and industrial laser processing. The business scope covers the design, development, production, sales and technical services of beam control machines, modules, and software products. In 2021 and 2022, respectively, it achieved operating income of 7.691,000 yuan and 93,400 yuan; realized net profit of -722,000 yuan and -2,9493 million yuan, respectively. As of March 2024, Zhongjiu Xinguang's revenue was 0 yuan and net profit was -1,012,300 yuan, which did not meet the expected operating target.
Regarding the reason for the loss, the director of Xinguang Optoelectronics said that it is mainly due to the fact that since its establishment, Zhongjiu Xinguang has positioned itself as a technology-intensive enterprise, and has been in a high R&D investment stage in recent years, leading to loss problems.
According to industry insiders, Zhongjiu Xinguang's business is small in scale and high operating costs. It has been at a disadvantage in the medium to long term market competition, and has also dragged down Xinguang Optoelectronics's operating performance. The latter chose to divest its loss-making assets at this time, which is beneficial to “get rid of the burden” and go to battle lightly.
According to the 2024 quarterly report, the company achieved operating income of 33.22 million yuan, an increase of 18.08% year on year; realized net profit of 4.661 million yuan, an increase of 30.75% year on year, compared to -6.731 million yuan in the same period last year.
Xinguang Optoelectronics said that this transaction will result in a change in the scope of the company's consolidated statements. Zhongjiu Xinguang will no longer be included in the scope of the company's consolidated statements, and Zhongjiu Xinguang will become the company's participating company and related party. Furthermore, according to estimates by Xinguang Optoelectronics's financial department, the company's profit is expected to increase by about 3.7 million yuan after the transaction is completed.