On the evening of March 21, Zhongke Tongda (688038. SH, share price of 16.79 yuan, market value of 1.954 billion yuan) disclosed the plan of issuing shares and paying cash to purchase assets and raise matching funds and related party transactions, and intends to acquire 100% of the shares of Xinghe Power (Beihai) Technology Co., Ltd. (hereinafter referred to as Beihai Technology).

Beihai Technology and Zhongke Tongda are both informatization and digital integrated service providers, but Beihai Technology mainly serves large-scale B-end customers, while Zhongke Tongda mainly provides full-cycle informatization services for public security, government and industry customers. Zhongke Tongda believes that through this transaction, the listed company will expand from G-end customers to large B-end customers, cut into the field of data operation with relatively high added value, and realize the strategic transformation and upgrading of business.

The reporter of "Daily Economic News" noticed that Beihai Technology was established in April 2023, less than two years after its establishment as of the disclosure date of the plan.

The performance of the target in 2024 will increase significantly

According to the plan, Beihai Technology's main business is comprehensive digital product services, covering high-frequency rigid demand application scenarios such as "refueling and charging, local life, and big travel", providing rights and interests such as super coupon packages, fuel cards, travel coupons, and after-car service packages, providing customers with one-stop digital product comprehensive solutions, and providing relevant data operation services.

However, Beihai Technology was established in April 2023, and it has been established for less than two years.

On March 22, He Juan, secretary of the board of directors of Zhongke Tongda, replied in writing to the reporter of "Daily Economic News" that Shenzhen Xinghe Power Technology Co., Ltd., the parent company of Beihai Technology, was established in 2015, mainly providing overall solutions such as digital and intelligent construction for central state-owned enterprises in energy, communications, finance and other industries; Beihai Technology is its incubated business, which has been operating as an independent entity since 2023, and has now formed a rich service system and established stable cooperative relations with a number of large customers.

Financial data show that in 2023 and 2024, Beihai Technology's unaudited operating income will be 39.0171 million yuan and 85.5924 million yuan respectively, and the net profit attributable to the parent company will be 3.7675 million yuan and 30.8765 million yuan respectively.

He Juan replied that through its own research and development, Beihai Technology has built a data operation service platform that links B-end customers in different industries, forming a closed-loop service of "data perception-demand forecasting-accurate reach-effect tracking" of digital products, providing customers with high-quality products and services, so as to achieve rapid growth in performance.

Zhongke Tongda said in the announcement that the acquisition will accelerate the company's expansion from G-end customers to large B-end customers, transform from data governance to data operation, and cultivate new business growth points.

However, after all, the target company has been established for a relatively short time, can it achieve the stability and sustainability of performance growth? Zhongke Tongda announced that Beihai Technology has formed a stable cooperative relationship with large B-end customers such as PetroChina, China Mobile, China Resources, and JD.com, which provides a solid guarantee for the continuous development of new products and the long-term stable development of the business.

At present, the audit and evaluation work of Beihai Technology has not been completed, and the transaction price has not yet been finalized, but Zhongke Tongda preliminarily estimates that this transaction constitutes a major asset restructuring; There is no performance commitment and compensation agreement for this transaction, and the listed company will negotiate with the counterparty and sign a separate agreement after the completion of the relevant work.

The losses of listed companies will narrow in 2024

The reporter noted that in recent years, with the slowdown of downstream customer procurement and the intensification of industry competition, Zhongke Tongda is actively looking for new business development directions in addition to consolidating the traditional business foundation.

The main business of Zhongke Tongda is to provide full-cycle information services for public security, government and industry customers, including scheme design, software development and operation and maintenance. However, since the year of listing in 2021, the company's operating performance has declined for three consecutive years.

From 2021 to 2023, Zhongke Tongda's operating income will be 428 million yuan, 391 million yuan and 219 million yuan respectively, and the net profit attributable to the parent company will be 36.6264 million yuan, -8.4439 million yuan and -103 million yuan respectively. The net profit attributable to the parent company in 2022 and 2023 will be losses, and the loss will be more than 100 million yuan in 2023.

As for the reasons for the decline in performance for three consecutive years, in June 2024, Zhongke Tongda replied to the Shanghai Stock Exchange's information disclosure regulatory inquiry letter on the company's 2023 annual report, saying that the company's current business is still dominated by public security informatization business, and the scale of investment in informatization construction by local governments has shrunk, resulting in a decrease in the profit margin of the company's undertaking projects, and the company's revenue scale has declined year by year; The bidding strategy of government units has changed, and the profit margin of the company's projects has been further compressed under the general contracting model; The company increased market layout, talent team construction and R&D investment, resulting in an increase in expenses during the period; The settlement progress of end customers and general contractors continued to slow down, resulting in an increase in overdue project payments, which greatly affected the amount of credit impairment losses of the company.

In fact, Zhongke Tongda is also seeking transformation after its listing. In the 2022 annual report, the company proposed to actively explore new digital subdivision application fields such as digital government affairs, digital ecology and environmental protection, and enterprise digital transformation. In the 2023 annual report, the company plans to transform from a traditional integrated project-based company to a technology-based software product company, and vigorously promote the sales of pure software products.

It is worth noting that Zhongke Tongda admitted frankly in the reply to the above-mentioned inquiry letter that during the reporting period, the company's new business has made some progress, but the overall scale is still small, and it cannot make up for the decline of traditional public security informatization business for the time being.

In addition, according to the performance express report disclosed by Zhongke Tongda, the company will achieve operating income of 350 million yuan in 2024, an increase of 59.54% over the previous year; The net profit attributable to the parent company was -17.3102 million yuan, and the loss has narrowed significantly.

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 addition, the company's sales collection increased year-on-year, so credit impairment losses are expected to decrease year-on-year.