Zhongke Tongda's major asset restructuring: the proposed merger and acquisition of Xinghe Beihai will directly hold 100% of its equity
DATE:  Mar 08 2025

K Fig. 688038_0

On the evening of March 7, Wuhan Zhongke Tongda High-tech Co., Ltd. (hereinafter referred to as "Zhongke Tongda" or "the Company") issued a suspension announcement on the planning to issue shares and pay cash to purchase assets and raise matching funds. According to the announcement, the company is planning to purchase 100% of the shares of Xinghe Power (Beihai) Technology Co., Ltd. (hereinafter referred to as "Xinghe Beihai") held by Shenzhen Xinghe Power Technology Co., Ltd. (hereinafter referred to as "Xinghe Beihai") by issuing shares and paying cash, and raise matching funds. After the completion of this transaction, the company will directly hold 100% of the equity of Xinghe Beihai.

Screenshot of Zhongke Tongda's announcement

The announcement said that because the transaction is still in the planning stage, there is still uncertainty about the relevant matters, in order to ensure fair information disclosure, safeguard the interests of investors, and avoid abnormal fluctuations in the company's stock price, according to the relevant regulations of the Shanghai Stock Exchange, the company's stock securities abbreviation: Zhongke Tongda; Stock Code: 688038) will be suspended from the opening of the market on Monday, March 10, 2025, and the suspension is expected to last no more than 5 trading days.

On March 7, 2025, the company and the counterparty signed the "Cooperation Intent Agreement", stipulating that the company intends to purchase 100% of the equity of the target company held by the counterparty by issuing shares and paying cash, and the counterparty agrees to negotiate with the company on the specific scope of the underlying assets, transaction methods, transaction plans, share issue prices, and the valuation of the underlying assets of this transaction.

Xinghe Beihai, the subject of this transaction, was established in April 2023, and its legal representative is Zeng Huijing. He also serves as the director and general manager of the company. According to industrial and commercial information, Xinghe Beihai is wholly owned by the counterparty of this transaction. The actual controller is Zheng Yongxi, who directly and indirectly holds 51.5% of the shares of Xinghe Beihai. In terms of the counterparty, the chairman of Shenzhen Xinghe Power Technology Co., Ltd. is also Zheng Yongxi. The company completed Series A financing in October 2023, with investors including Shenzhen Capital Group and Tongchuangweiye. According to public information, Xinghe Power is committed to providing overall solutions such as digital and intelligent construction, digital operation, and cross-industry cooperation for central state-owned enterprises in energy, communications, finance and other industries.

According to the announcement, the acquisition target Xinghe Beihai licensing projects include the second type of value-added telecommunications services and Internet information services.

According to the official website of Zhongke Tongda, the company is a business above designated size enterprise with a high focus on the field of public security informatization. The company's products and technologies are deeply integrated with the national information and innovation industry development strategy, based on video image processing and big data technology, and provide customers with professional platform products, solutions and technical services in the fields of video cloud +, public security big data governance, relationship graph and technical combat model, integration of intelligence and diligence and public opinion, refined traffic governance, smart and safe community and intelligent grassroots policing.

On February 26, Zhongke Tongda released its 2024 performance forecast. During the reporting period, the company achieved operating income of 349.7385 million yuan, an increase of 59.54% over the same period of last year; Implementation

operating profit -24.6597 million yuan, an increase of 80.06% over the same period of last year; The net profit attributable to the owners of the parent company was -17.3102 million yuan, an increase of 83.11% over the same period of last year, and the net profit attributable to the owners of the parent company after deducting non-recurring gains and losses was -18.8988 million yuan, an increase of 82.50% over the same period of last year.

At the end of the reporting period, the company's total assets were 1211.8678 million yuan, down 4.16% from the beginning of the period, and the owner's equity attributable to the parent company was 601.2155 million yuan, down 2.80% from the beginning of the period.

Zhongke Tongda said that in 2024, the scale of projects undertaken by the company will rebound sharply year-on-year and the progress of projects under construction will meet expectations, while the company will increase the development of pure soft business, and the revenue of pure soft business will increase significantly year-on-year, and the company's operating income and gross profit will increase significantly year-on-year; In 2024, the company continued to increase its efforts to collect payments, with an increase in sales collection compared with last year, and a significant decrease in credit impairment losses based on the principle of prudence compared with the same period last year.

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