① After only 2 trading days, Hanjia Design, which has been on the market for 6 years, quickly announced a change of ownership; ② In this equity transaction, the owner, Taiyuan Zhixin, gave a high premium of 60% compared to the closing price of Hanjia Design of 6.59 yuan/share on September 6; ③ Futai Technology shareholders promised that after the acquisition was completed, the cumulative net profit achieved by the company in 2024 and 2025 was not less than 0.216 billion yuan.
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Financial Services Association, September 10 (Reporter Wang Bin) After only 2 trading days, Hanjia Design (300746.SZ), which has been on the market for 6 years, quickly announced a change of ownership.
This evening, Hanjia Design announced that the controlling shareholder Zhejiang Urban Construction Group Co., Ltd. and Suzhou Tailian Zhixin Investment Management Partnership signed a “Share Transfer Agreement” on September 10 to transfer the company's 67.721 million shares (29.9998% of the company's total share capital) to Tailian Zhixin. After the transaction is completed, the controlling shareholder of the listed company will be changed from Zhejiang Urban Construction Group to Tailian Zhixin, and the actual controllers will be changed from Cen Zhengping and Ou Weizhou to Shen Gang and Cheng Yi.
As of the disclosure date of the announcement, Zhejiang Urban Construction Group held 51.6% of Hanjia Design's shares, while Cen Zhengping and Ou Weizhou held 100% of Zhejiang Urban Construction Group's shares. Up to now, Zhejiang Urban Construction Group and its co-actor Cen Zhengping hold a total of 52.26% of Hanjia Design's shares. After this share transfer, Urban Construction Group and Cen Zhengping still hold a total of 22.2602% of the listed company's shares.
A CIFA reporter noticed that in this equity transaction, Tailian Zhixin gave a higher premium. According to the announcement, the total consideration for the transfer of the underlying shares was 0.7125 billion yuan, equivalent to a transfer price of 10.5211 yuan per share. Compared with the closing price of 6.59 yuan/share of Hanjia Design on September 6, the premium is nearly 60%.
According to the announcement, after the completion of this control acquisition, if Zhejiang Urban Construction Group disposes of its remaining shares through an agreement transfer or bulk transaction, the entity designated by Tailian Zhixin has the right to prioritize purchases under the same conditions. This means that in the future, Tailian Zhixin may increase its control over Hanjia's designs.
According to the announcement, all of Tailian Zhixin's acquisition capital came from its own funds or self-raised funds. Among them, own capital mainly comes from the accumulated income of Shen Gang, Cheng Zhuo, and their families, such as income, operating dividends, real estate, etc. Self-financing mainly comes from bank loans, etc., and the acquirer has now reached cooperation agreements with two joint stock commercial banks.
Meanwhile, as a “package” plan, Hanjia Design plans to acquire 51% of the shares of Suzhou Futai Information Technology Co., Ltd. (“Futai Technology”) through cash payment, for a total consideration of 0.581 billion yuan. After the transaction is completed, Volta Technology will become a holding subsidiary of Hanjia Design.
According to Hanjia Design, this transaction constitutes a related transaction, but it does not constitute a major asset restructuring as stipulated in the “Administrative Measures on Major Asset Reorganization of Listed Companies”, nor does it constitute a restructuring and listing.
It is worth mentioning that the shareholders of Futai Technology, including Shen Gang and Cheng Zhuo, promised that after the acquisition is completed, the cumulative net profit achieved by Futai Technology during the performance commitment period (2024 and 2025) will not be less than 0.216 billion yuan.
According to the announcement, in 2023, Fotai Technology achieved revenue and net profit of 0.922 billion yuan and 98.9407 million yuan (net profit to mother of 83.9701 million yuan); in January-July of this year, Futai Technology achieved revenue and net profit of 0.483 billion yuan and 43.781 million yuan (net profit to mother of 37.4909 million yuan), respectively.
According to another audit, as of July 31, Voltai Technology's total book assets were 1.189 billion yuan, total book liabilities were 0.826 billion yuan, and owners' equity was 0.363 billion yuan.
According to the announcement, Hanjia Design and Futai Technology have an upstream and downstream industry relationship in the fields of urban management and urban operation services. Hanjia Design's main business revolves around urban planning, municipal utilities, environmental design, and urban operation services. Futai Technology can provide informatization and digital solutions for Hanjia Design and its customers. Cooperation between the two parties can integrate Futai Technology's informatization solutions into Hanjia Design's overall urban planning, design and operation, and jointly provide more comprehensive integrated services for Hanjia Design customers. The two sides have good synergy in various aspects such as customer resources, marketing channels, and technical information.