Shenzhen Stock Exchange: private cloud market forecast contradicts itself

Yesterday, Haofeng Technology (300419. SZ) announced that the company received a restructuring inquiry letter from the company management department of Shenzhen Stock Exchange gem. This is the third inquiry letter received by Haofeng technology on the acquisition of Beijing XINYUANTONG Technology Co., Ltd. (hereinafter referred to as “target company” or “XINYUANTONG”). < p > < p > according to the previous report of China Economic Net, when Haofeng technology disclosed the trading plan, it received the inquiry letter issued by Shenzhen Stock Exchange. On April 20, 2019, Haofeng technology disclosed the plan for Beijing Haofeng Chuangyuan Technology Co., Ltd. to issue shares to purchase assets and raise supporting funds and related party transactions. On April 21, 2020, the Shenzhen Stock Exchange issued an inquiry letter and raised four questions. Among them, due to the losses of the underlying company for two consecutive years, the Shenzhen stock exchange required Haofeng technology to explain the specific reasons for the acquisition of loss assets, the necessity and rationality of this transaction, and whether it is conducive to improving the quality of listed companies, improving the financial situation and enhancing the sustainable profitability. On September 30, Haofeng technology disclosed the report of Beijing Haofeng Chuangyuan Technology Co., Ltd. on issuing shares to purchase assets and raise supporting funds and related party transactions (Draft) (hereinafter referred to as the “report”), which intends to purchase the assets of sun Chengwen, Zhang Gang, Zhang Jian, Wang Lei, Yang Jing, Zhao Hongyu, Chen Changfeng and Chen Rong (hereinafter referred to as the “counterparties”) by issuing shares At the same time, it will raise supporting funds by non-public offering shares to no more than 35 specific investors. After the completion of the transaction, Haofeng technology will hold 100% equity of XINYUANTONG. < / P > < p > according to the asset appraisal report (Guorong Xinghua pingbao Zi [2020] No. 008) issued by Beijing Guorong Xinghua Assets Appraisal Co., Ltd. on June 30, 2020 as the base date of appraisal, the appraisal value of the underlying assets is 354 million yuan, with a Book net asset appreciation rate of 24697.92% compared with the parent company and 1620.52% compared with the consolidated caliber. Based on the appraisal value of the underlying assets, the two parties have determined through negotiation that the transaction price of the underlying assets is 354 million yuan. < / P > < p > the consideration of this transaction is paid by issuing shares. The issuing price of the shares to purchase assets is 4.57 yuan / share, and the number of shares issued is 77.4617 million. < / P > < p > in this transaction, Haofeng Technology issued shares to sun Chengwen, who is the actual controller of the listed company. Therefore, this transaction constitutes a related party transaction. < p > < p > on October 21, the Shenzhen Stock Exchange issued the inquiry letter on the restructuring of Beijing Haofeng Chuangyuan Technology Co., Ltd. (GEM approval restructuring inquiry letter [2020] No. 34), which raised 14 questions on the acquisition. On December 17, Haofeng technology disclosed the “reply to the inquiry letter on the restructuring of Beijing Haofeng Chuangyuan Technology Co., Ltd.” (hereinafter referred to as the “reply notice”) that the company intends to purchase 100% of the equity of the target company by issuing shares and paying cash. On December 24, Shenzhen Stock Exchange issued an inquiry letter for the third time. In this inquiry letter, Shenzhen Stock Exchange raised 10 questions on Haofeng technology’s acquisition of XINYUANTONG and its reply to the announcement. < / P > < p > among them, the company management department of Shenzhen Stock Exchange gem pointed out that the “reply notice” shows that the scale of China’s private cloud market in 2018 is 52.5 billion yuan, which is expected to reach 117.2 billion yuan in 2022, with a compound growth rate of 22% from 2018 to 2022, which is inconsistent with the relevant data on page P127. Please add the relevant data sources and calculation basis, and the reasons and rationality for the inconsistency. < / P > < p > on September 30, 2020, your company directly disclosed the report of Beijing Haofeng Chuangyuan Technology Co., Ltd. on issuing shares to purchase assets and raise supporting funds and related party transactions (Draft) (hereinafter referred to as the “report”), which intends to purchase 100% equity of Beijing XINYUANTONG Technology Co., Ltd. (hereinafter referred to as the “target company”) by issuing shares. On December 17, the company disclosed the reply to the inquiry letter on the restructuring of Beijing Haofeng Chuangyuan Technology Co., Ltd. (hereinafter referred to as the reply notice), which intends to purchase 100% equity of the target company by issuing shares and paying cash. Our department is concerned about the relevant contents, and requests the company to further verify and explain the following problems and fully remind the risks: < / P > < p > 1. The reply notice shows that the fixed assets of the target company are mainly electronic equipment and proprietary equipment supporting the R & D environment, most of which are only 1 to 2 sets, and there are situations such as borrowing equipment for R & D test, borrowing from related parties, etc. < / P > < p > (1) please further supplement and disclose the specific composition of the fixed assets of the target company in each reporting period, and explain whether the fixed assets of the target company can meet its production and operation needs in combination with the specific situation of the fixed assets, personnel composition, R & D input and output of the target company’s business development, and give full risk warning according to the situation of the contract industry company. < / P > < p > (2) Please add the background and reasons of some product manufacturers lending equipment to the target company, whether the target company needs to pay relevant fees, whether it is in line with the industry practice, whether there is reasonable business logic, the specific business situation of the relevant manufacturers and the target company in each reporting period, and whether the relevant manufacturers are related to the target company, the listed company and its major shareholders, and the director, supervisor and Gao The original value, service life, service life and specific R & D purpose of the borrowed equipment. < / P > < p > (3) please supplement and disclose the start and end dates, interest expenses and confirmation of capital transactions with related parties in each reporting period. The independent financial consultant is requested to check and express clear opinions, and the accountant is requested to check and express clear opinions on question (3). < / P > < p > (1) according to the reply notice, the target company has developed relevant products on the technical level of computing virtualization, storage virtualization, network virtualization, cloud resource management, etc., and the industry is currently mainly based on open source code customization development. Please supplement whether the target company develops relevant products based on open source code according to the comparable caliber, and conclude with the specific situation of comparable companies in the industry We should improve the current situation of the industry. < / P > < p > (2) the reply notice shows that the target company has core competitiveness in the evolution of domestic host convergence, multi service convergence optimization, and national production and chemical super fusion cloud data center. Compared with Huawei, Xinhua 3, and Shenxin, the target company breaks through the technical bottleneck of computing only on virtual machines and innovates and develops application systems running on physical machines The integration technology of the system and the heterogeneous integration technology of Shenwei / arm / x86 instruction set broaden the application field of super fusion system. Please further explain the specific contents of the core competitiveness and competitive advantages of the target company in easy to understand language in combination with the development of industry technology, mainstream technology path, market competition pattern, situation of Companies in the same industry and key technologies of the target company, and supplement and list the mainstream key technical parameters of the industry and the situation of comparable companies in the same industry. < / P > < p > (3) combined with the application scenarios and market space of “xfusion cloud resource management platform + modular computer room and intelligent network product portfolio”, please explain why companies in the same industry have not mentioned similar products. Ask the independent financial consultant to check and express clear opinions. < / P > < p > 3. The target company mainly obtains project orders through bidding or competitive negotiation. As of December 17, the total contract amount of in hand orders signed by the target company is 112.5325 million yuan. < / P > < p > (2) please further supplement and disclose the expected execution cycle, delivery time, revenue recognition time and commitment coverage of each period of performance commitment period of the target company’s orders in hand. The independent financial consultant is requested to check and express clear opinions, and the accountant is requested to check and express clear opinions on question (2). < / P > < p > 4. According to the reply notice, the target company only needs one or two people to complete the implementation work on the business site, and the number of personnel dispatched by the target company to the main customers will increase significantly from January to June 2020. Please explain the business and cooperation mode between the target company and the top five customers, the main responsibilities and contents of the dispatched personnel, whether there are major changes in the reporting period, and the reasons and rationality for the substantial increase of the dispatched personnel in 2020. Ask the independent financial consultant to check and express clear opinions. < / P > < p > 5. According to the reply announcement, the target company cooperated with Lenovo in 2017 to launch the agent sales and technical services of super fusion products. The self owned brand super fusion system has carried out a small-scale trial in a PLA unit, and became the main partner of super fusion in Shenwei ecosystem in 2018. < / P > < p > (1) please further explain the contract related to the above items, resource input of each project, specific sales or R & D achievements, the difference between related products and existing products in 2017, specific products for small-scale trial in a PLA unit, and whether they match the R & D investment and achievements of the company. < / P > < p > (2) Please add the competitive pattern of Shenwei ecosystem, the judgment basis for the target company to become “the main partner of super integration direction in Shenwei ecosystem” and the specific situation of other comparable manufacturers. Ask the independent financial consultant to check and express clear opinions.

  6. The target company of this transaction is evaluated respectively according to the statement caliber of the parent company and the wholly-owned subsidiary Beijing XINYUANTONG cloud Technology Co., Ltd. (hereinafter referred to as “xinyuanyun”). The reply announcement lists the consolidated financial data of the target company in the forecast period, and discusses the evaluation method, evaluation results, share rate, technical income period, discount rate, etc. adopted in the intangible assets evaluation of xinyuanyun The key index has been modified. < / P > < p > (1) according to the reply announcement, the proportion of management expenses and sales expenses in the operating income of the target company in the forecast period is lower than the historical level. Please supplement and disclose the reasons and rationality of the low rate of relevant expenses in the forecast period. < / P > < p > (2) according to the reply announcement, the revenue growth rate of Xinyuan cloud in 2021 is 51.59%, and its orders are mainly obtained through the target company. Please explain the forecast basis of revenue growth rate in combination with the transaction and pricing mode between Xinyuan cloud and the target company. < / P > < p > (3) please further explain the reasons and rationality of the correction of the evaluation methods, evaluation results, share rate, technical income period, discount rate and other key indicators used in the intangible assets evaluation of Xinyuan cloud, whether the comparable cases are comparable, and whether the evaluation is not cautious in combination with the adjustment of key indicators. < / P > < p > (4) Please add the standard for selecting comparable companies in the same industry when determining the financial risk and operational risk parameters of parent company and subsidiary company, and the reason and rationality for the difference between them. Independent financial consultant and appraiser are requested to check and express clear opinions. < / P > < p > 7. According to the reply announcement, 247 million yuan is planned to be raised this time for software defined converged storage system R & D projects, big data management and development platform projects and other related businesses. < / P > < p > (1) according to the report, the predicted cash flow of the subject company does not include the income brought by the investment of supporting funds raised. Please supplement and disclose the specific distinction between the income of the project raised and the predicted income of the subject company in combination with the feasibility of separate accounting of the project raised. < / P > < p > (2) according to the reply notice, the production rate of the software defined converged storage system project is expected to reach 80% in the third year of the operation period, and 120000.00tb sales scale can be achieved in the year of reaching the production rate, with the unit price of 2200 yuan / TB. Please add the judgment standard of “reaching the production rate of the project”, and the production rate will reach 80% in the third year of the operation period