Transfer of shares at a low price leads to “benefit transfer” and questions what is behind torth’s “divine operation”?

Since the beginning of this year, the cloud market has entered a stage of rapid growth. As a data service provider, tuoershi Information Technology Co., Ltd. (hereinafter referred to as “tuoershi”, 300229. SZ) seems to be overjoyed. < / P > < p > torth recently announced the transfer of 10% equity of its subsidiary Netcom, which resulted in a loss of 44 million yuan due to the change of fair value brought by the transaction due to its low appraisal value; without this transaction, the impact on its performance will be greatly weakened, and the net profit of Netcom in the first three quarters will only lose 510000 yuan. On December 18, the Shenzhen Stock Exchange asked to explain the reason and rationality of the sharp decline in the evaluation value of this transaction, whether it constitutes a package deal, and whether it conveys interests to related parties and damages the interests of listed companies. < p > < p > on December 16, torth announced the transfer of 10% equity of its holding subsidiary Netcom, with the transferee being Qu Cheng, the former shareholder of Netcom. After the completion of the transaction, the proportion of shares held by torth decreased to 45%, and it will no longer be included in the scope of the company’s consolidated statements. < / P > < p > according to the public information, torth was founded in 1993, and its core business includes software platform product R & D, industry application system solutions and big data cloud services. Netcom, founded in 2009, is an Internet marketing solution provider. < p > < p > for the purpose of extending the industrial chain, topaz acquired 55% of the company’s equity in 2015, and planned to acquire the remaining equity three years later. The transaction was terminated because the two sides failed to reach an agreement on price and profit forecast. < / P > < p > judging from the performance of Netcom this year, it seems justifiable to transfer part of its equity now. In the first three quarters of this year, Netcom had a revenue of 103 million yuan and a net profit loss of 510000 yuan. However, the company has another explanation: “in order to optimize the equity governance structure of the subsidiary, and promote the founder shareholder Qu Cheng to continue to lead the team to implement management and strategic transformation, so as to meet the current challenges and opportunities.” < / P > < p > according to tianyancha, the senior executive of Qu Cheng’s e-consay advertising company was listed as a high consumption restriction enterprise by the court and enforced this year; its companies Xiamen netconsay and Fenyi netconsay are now in the stage of “simple cancellation notice in progress”. < / P > < p > and even if torth insists on “optimizing equity”, it can achieve its goal by transferring 6% equity. At present, the shares of torus and qucheng account for 55% and 45% respectively. On December 18, the Shenzhen Stock Exchange asked the company to explain the reasons and rationality for the transfer of the control right of Netcom, and whether there are related relationships, capital and business transactions, or other interest arrangements between the trading party and the company and the directors, supervisors and senior executives. In his reply to the Shenzhen Stock Exchange, torth said: “through the analysis of the income growth trend of the industry where the company is located and the prediction of the enterprise’s future annual business plan, it is determined that the income growth rate will be about – 29% in 2020 and 5% ~ 20% in 2021-2025.” According to this analysis, Netcom’s revenue will increase steadily from next year. At that time, torth, whose shareholding ratio is reduced to 45%, will get the investment return brought by the change of fair value. In December 2015, topaz announced that it plans to acquire 55% of the shares of netconner for 110 million yuan. Then, the corresponding price of 10% equity at that time was 20 million yuan, but now the corresponding price of 10% equity is only 12 million yuan, so the combined price of 55% equity is 66 million yuan, and the change of fair value is – 44 million yuan. < / P > < p > the inquiry letter requires to explain the reasons and rationality for the sharp decline of the evaluation value of Netcom in this transaction compared with that at the time of acquisition and the goodwill impairment test in 2019, whether this transfer and the previous acquisition constitute a package deal, and whether there is any situation of conveying interests to related parties and damaging the interests of listed companies. < / P > < p > the company replied that “this transaction is conducive to the continuous operation of Netcom, ensuring that the listed company can obtain the corresponding equity return; it is conducive to the company to properly avoid uncertain business risks, and it is conducive to the company to focus on the development of high-tech and high profit core businesses, so as to achieve a higher rate of return on capital. To sum up, the transaction is reasonable. ” < / P > < p > from 2018 to 2019, after the performance commitment of Netcom expired, the net profit was in the doldrums. Net profit was 12.226 million yuan and 8.275 million yuan respectively, down 41.8% and 32.3% year on year. Tuoershi has accumulated 22.24 million yuan of goodwill impairment reserves. < / P > < p > Shenzhen Stock Exchange asked to explain the specific reasons for the continuous decline of performance after the expiration of performance commitment. “Some advantageous industries such as tourism, Internet finance, education, etc. have experienced industry changes since 2016,” he said < / P > < p > in addition, the installment payment of this transaction until December 2024 has also attracted the attention of Shenzhen Stock Exchange, which requires tuoershi to explain whether it has sufficient payment capacity, the reason for long payment period and rationality in combination with qucheng’s capital source and financial situation. < / P > < p > “installment payment belongs to the conventional terms of equity transaction; the transaction amount is high, the other party is a natural person, and the one-time payment has a great impact on it.” Torth replied. < / P > < p > why should installment payments last for four years? Is it related to the crisis of qucheng’s related companies? “Investor net” recently called and e-mailed the Securities Department of the company with relevant questions, only got the reply that “the leader is on a business trip”. After waiting for four working days, there is still no following. < / P > < p > in the first three quarters of 2020, the company’s total operating revenue was 560 million, a year-on-year decrease of 12.4%; the net profit attributable to the parent company was 90.27 million, a year-on-year increase of 43.7%. Behind the increase of profit but not income, it is said that it is related to R & D capitalization. < / P > < p > take 2019 as an example, its capitalized R & D expenditure accounts for 48.36%, accounting for 53% of the current net profit. It is higher than that of its peers, such as Jiuqi software (6.41%) and digital Zhengtong (35.77%). Torth did not disclose the capitalization of R & D in the 2020 interim report. < / P > < p > in July this year, the Shenzhen Stock Exchange mentioned in the inquiry letter that “from 2017 to 2019, the capitalization amount of R & D investment of the company is 47.927 million yuan, 63.83 million yuan and 85.57 million yuan respectively, showing an upward trend. State the specific basis and whether there is any capitalization of R & D expenses that do not meet the capitalization requirements. ” < / P > < p > in addition to the uncertainty of R & D capitalization amortization on future performance, torth also has about 571 million yuan of goodwill, accounting for about 20% of the total assets. In the first half of this year, two subsidiaries of the company suffered losses. < / P > < p > however, there are still institutions optimistic about the future of the company. For example, Galaxy Securities pointed out in the research report that the company’s cloud and data intelligence service business has achieved rapid growth relying on the rigid demand of the downstream market for cloud platform software such as government intensive cloud platform and financial media cloud platform; the company is a technology driven company, the first share of semantic intelligence in China, and A-share is a scarce artificial intelligence target; it is optimistic that the company’s AI technology will be extended in unlimited scenarios The possibility of exhibition. According to wind statistics, since the beginning of this year, six shareholders (Cao Hui, Li Lin, Ma Xinlong, he dongjiong, Xiao Shibin and Xinke interactive) have sold 6.9 million shares, with a market value of 69.77 million yuan. Among them, the controlling shareholder Xinke interactive reduced 6.81 million shares in November. Judging from its 7.6% equity pledge rate, the major shareholders are not short of money; other shareholders are not pledged. < p > < p > in the past six months, tuoershi’s share price has declined by nearly 30%, while the Shenzhen composite index has risen by 18.65% in the same period, and its industry has only declined by 8%. As of December 25, torth closed at 8.14 yuan per share, with a market value of only 5.8 billion yuan. (produced by thinking Finance) < / P > < p > Disclaimer: the purpose of reprinting this article is to convey more information, and it does not represent the opinions and positions of our website. The content of this article is for reference only, and does not constitute an investment proposal. Investors operate on this basis at their own risk. < p > < p > Chinanet is a state key news website under the leadership of the Information Office of the State Council and the management of China foreign language publishing and Distribution Bureau. 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