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思林杰筹划收购科凯电子 后者创业板IPO折戟

Si Linjie plans to acquire Ke Kai Electronics, but the latter's gem IPO fails.

cls.cn ·  Sep 6 23:32

1. In the first half of 2023, Keke Electronics' revenue was 0.161 billion, and its net income reached 96.9473 million. 2. The actual controllers of Keke Electronics are relatives including Wang Jianhui, Wang Jiangang, Wang Xin, and Wang Ke, who have signed a "Consistent Action Agreement." 3. Keke Electronics has previously carried out large cash dividends, distributing cash dividends of 4.5 million yuan and 87.2 million yuan in 2020 and 2021 respectively.

"SciLinkJie Daily" September 6th news (Reporter Qiu Siyu) Tonight (September 6th), Slinjay announced that they are planning a major asset restructuring.

It was disclosed that Slinjay is planning to purchase the equity of Qingdao Keke Electronic Research Institute Co., Ltd. by issuing shares and paying cash, while simultaneously raising funds (hereinafter referred to as "this transaction").

Preliminary calculations indicate that this transaction is expected to constitute a major asset restructuring as stipulated by the"Regulations on Major Asset Restructuring of Listed Companies." The company's stock will be suspended from trading starting September 9, 2024 (Monday) for a period not exceeding 10 trading days.

In addition, this transaction constitutes a related party transaction. However, this transaction will not result in a change of the company's actual controller and will not constitute a reorganization for listing.

Qingdao Keke Electronic Research Institute Co., Ltd. (hereinafter referred to as "Keke Electronics") was established in 1997, focusing on the research, production, and sales of high-reliability microcircuit modules. Data shows that in the first half of 2023, the company's revenue was 0.161 billion, with a net income of 96.9473 million; the net cash flow from operating activities was 0.141 billion.

"Star Daily" reporters discovered that Keke Electronics had previously planned to list on the GEM and submitted a prospectus in June 2023. In April of this year, Keke Electronics withdrew its listing application, and the Shenzhen Stock Exchange decided to terminate its IPO review.

Keke Electronics originally planned to raise 1.001 billion yuan for projects including the expansion of microcircuit module production capacity and smart upgrade construction projects, integrated circuit R&D and industrialization projects, unmanned aerial vehicle control system product industrialization construction projects, high-power high-precision power production construction projects, R&D base projects, technical service and marketing center construction projects, and supplementary working capital projects.

It should be noted that the actual controller of Kechai Electronics is Wang Jianhui, Wang Jiangang, Wang Xin, and Wang Ke, who are also the main counterparties in this transaction, holding 22.76%, 22.76%, 16.26%, and 16.26% of the shares respectively.

The prospectus shows that Wang Jianhui, Wang Jiangang, Wang Xin, and Wang Ke are relatives. Wang Jianhui and Wang Jiangang are brothers, Wang Jianhui and Wang Xin are father and daughter, and Wang Jiangang and Wang Ke are father and son. The four shareholders signed a "consistent action agreement" in 2020, confirming that they will act in concert regarding decisions made by the company's shareholder meeting/shareholder general meeting.

In addition, Kechai Electronics has implemented large cash dividends, and the Shenzhen Stock Exchange has also conducted key inquiries into the necessity of dividends. The prospectus shows that Kechai Electronics distributed cash dividends of 4.5 million yuan and 87.2 million yuan in 2020 and 2021, respectively. However, the cash dividend amount in 2021 far exceeded the net income of the company in 2020 and 2021.

Regarding this, Kechai Electronics stated that it had never distributed cash dividends from 2004 to 2019. After 2020, the company's revenue has achieved substantial growth, and its profitability has significantly increased. Shareholders also have a certain demand for funds. After deliberation at the shareholder meeting, cash dividends were distributed in 2020 and 2021. Both dividends during the reporting period were derived from accumulated undistributed profits due to production and operation.

Currently, Silinjie has signed a "Share Acquisition Intention Agreement" with Wang Jianhui, Wang Jiangang, Wang Xin, and Wang Ke. It is reported that the current transaction is still in the planning stage, and the parties to the transaction have not yet signed a formal transaction agreement. The specific transaction plan is still under discussion and there are uncertainties.

Silinjie's main business is the design, research and development, production, and sales of embedded intelligent instrument modules and other industrial automation testing products. In the first half of 2024, the company achieved revenue of 76.3799 million yuan, a year-on-year increase of 11.70%; the net profit attributable to the parent company was 8.027 million yuan, reversing the previous year's loss.

The translation is provided by third-party software.


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