Financial Services Association, September 8 (Reporter Wang Bin) After going public 6, Hanjia Design (300746.SZ) may face a “reverse takeover.” Trading of the company's shares has been suspended since the opening of the market on September 9, and the expected suspension period will be no more than 2 trading days.

This evening, Hanjia Design announced that the company recently received a “Notice Letter on Planning a Change in Control of Listed Companies” from Zhejiang Urban Construction Group Co., Ltd. (“Urban Construction Group”), the controlling shareholder. It learned that Urban Construction Group plans to transfer 29.9998% of its shares in the company to Suzhou Tailian Zhixin Investment Management Partnership (Limited Partnership) (“Tailian Zhixin”). After the above matters are implemented, Tailian Zhixin will acquire 29.9998% of the company's shares, and the controlling shareholder and actual controller of the company will change.

In addition, Hanjia Design also plans to acquire 51% of their total shares in Futai Technology from shareholders of Suzhou Futai Information Technology Co., Ltd. (“Futai Technology”). After the transaction is completed, Volta Technology will become its holding subsidiary. However, at present, the announcement did not specify whether it was a share purchase or a cash purchase.

According to the announcement, the actual controllers of Futai Technology are Shen Gang and Cheng Yi. Tailian Zhixin is a partnership jointly invested by Shen Gang and Cheng Zhuo, and Cheng Zhuo is the executive partner of Tailian Zhixin. Also, according to Tianyan research data, Shen Gang is the largest shareholder of Futai Technology, with a shareholding ratio of 37.4%; Cheng Zhuo is the company's third-largest shareholder, with a shareholding ratio of 11.0165%.

It is worth mentioning that Volta Technology's second-largest shareholder is High Energy Environment (603588.SH), with a shareholding ratio of 11.77%. According to Hi-Energy Environmental's 2023 financial report, Fotai Technology achieved revenue of 0.929 billion yuan and net profit of 72.4004 million yuan last year; by the end of 2023, the company's total assets were 1.635 billion yuan.

Wu Sihua, a lawyer at Zhejiang Junan Century Law Firm, told the Financial Federation reporter that according to regulatory requirements, what constitutes a backdoor listing depends first on whether the target company's total assets, revenue, net profit, etc. have reached a certain proportion of the listed company's corresponding indicators, and secondly, whether the listed company's control has changed. If both of these points are satisfied, it is considered a backdoor. “It's a bit strange (or to avoid triggering an offer) that Urban Construction Group transferred extremely close to 30% of its shares to Tailian Zhixin.”

According to the official website of Futai Technology, the company is an IT service provider focusing on the field of intelligent urban operation management services and digitization of urban governance. Its business covers the fields of urban operation management (cityscape and environment, municipal use, landscaping, etc.), urban operation, urban data services, etc., providing integrated management and services throughout the entire process from consulting, planning, construction to operation. It is a comprehensive software, hardware and technical service provider.

Meanwhile, Hanjia Design is mainly engaged in the design of municipal utilities and environmental protection projects, design of new energy sources such as photovoltaics and hydrogen energy, gas thermal design, urban planning and construction and related professional engineering design, EPC general contracting, and full-process consulting. As can be seen, there is synergy between the two in terms of business.

A Financial Services Association reporter noticed that, like Hangshi Co., Ltd., which was previously acquired by Hanjia Design, Futai Technology has also issued shares and listed on the New Third Board. Furthermore, Futai Technology has also planned to be listed on the GEM, and has successively commissioned CITIC Securities and Guoyuan Securities as its mentoring agencies.

According to public information, CITIC Securities submitted Futai Technology's consultation and filing application materials to the Jiangsu Regulatory Bureau of the Securities Regulatory Commission in August 2020; in June 2021, Futai Technology terminated listing guidance on the grounds of its own development goals and plans; in August of the same year, Guoyuan Securities submitted guidance materials for Futai Technology to the Jiangsu Regulatory Bureau. As of July 3, 2024, the 12th phase listing guidance work of Futai Technology has been completed.

The success of this “reverse acquisition” means that Volta Technology will achieve a curve of going public.

On the other hand, since 2022, Hanjia Design's performance has continued to decline, which may be an important background for the controlling shareholder to plan the transfer of controlling rights. According to financial data, in 2022 and 2023, Hanjia Design's revenue declined by 10.77% and 9.03%, respectively, and net profit declined by 83.62% and 33.47%, respectively, during the same period. In the first half of this year, Hanjia Design achieved revenue of 0.618 billion yuan, a year-on-year decrease of 34.96%; net profit of 3.7202 million yuan, a year-on-year decrease of 81.62%.

As of June 30, Zhejiang Urban Construction Group, the controlling shareholder, holds 51.6% of the company's shares. The actual controllers of the company are Cen Zhengping and Ou Weizhou. Together, they hold 100% of the shares in Urban Construction Group. Currently, Cen Zhengping directly holds 0.66% of Hanjia Design's shares, and his family holds a total of 52.26% of Hanjia Design's shares. After this share transfer, the Shen Zhengping family still holds 22.2602% of Hanjia Design's shares and is the second largest shareholder of the listed company.