On the evening of March 21, Guangyun Technology (SH688365, share price of 14.44 yuan, market value of 6.149 billion yuan) disclosed that it intends to acquire 100% of the equity of Yitao (Shandong) Investment Management Co., Ltd. (hereinafter referred to as Shandong Yitao) in cash, and the evaluation results of the income method are used as the evaluation conclusion. The book value of Shandong Yitao's owner's equity is 1.7074 million yuan, the owner's equity attributable to the parent company is 20.1898 million yuan, the appraised value is 203 million yuan, the appraised value is 182 million yuan, and the value-added rate is 903.89%. After negotiation and confirmation by all parties to this transaction, the transaction price is 200 million yuan.

The reporter of "Daily Economic News" noticed that as early as January this year, Guangyun Technology proposed to acquire Shandong Yitao, and the two sides also signed a framework agreement on equity acquisition. However, the proposed transaction was a cash payment plus the issuance of shares.

The target company doubled its revenue last year

Consumers may have had the shopping experience of "factory direct supply" and "dropshipping", according to the announcement, Shandong Yitao is a company that provides services in this process.

According to the announcement, Shandong Yitao is engaged in the e-commerce application management system business, mainly providing e-commerce customers with services such as procurement orders, distribution and delivery, commodity management, and order management. The main business products are "one-click order", "Yi shopkeeper" and "Zhang Fei moving".

The reporter of "Daily Economic News" inquired on Tianyancha that Shandong Yitao was established in August 2020, and the shareholders are Zhou Xuexin and Zhang Min, with a shareholding ratio of 99.6% and 0.4% respectively, and there has been no change of shareholders since the establishment of the company.

In addition, according to the supplementary announcement disclosed by Guangyun Technology on the evening of March 23, the operating income of the target company in 2023 and 2024 (audited) will be 21.3806 million yuan and 47.3702 million yuan respectively, and the revenue scale will double; The net profit was 2.374 million yuan and 16.6322 million yuan respectively, with a greater increase.

Guangyun Technology said that it has significant synergies with Shandong Yitao in terms of products, channels, personnel, customers, etc., so this transaction is conducive to improving the company's business scale and profitability.

In terms of product synergy, Guangyun Technology said that Shandong Yitao has a certain reputation in the field of e-commerce SaaS (software operation service) software, and its supply chain and distribution management software products rank high in the market. The existing e-commerce SaaS software of listed companies mainly provides tool support around a vertical scenario of e-commerce merchants, such as e-commerce operation management, sales management, store management, customer management and other links, but the listed company is still in the initial stage of expansion in SaaS software products in the e-commerce supply chain and distribution management.

In terms of channel synergy, Guangyun Technology said that this transaction will help the company expand its cross-border e-commerce business. At the same time, this transaction will help the company quickly connect with international e-commerce platforms and overseas suppliers, so as to integrate global high-quality sources.

Waiver of payment methods for issuing shares

The reporter of "Daily Economic News" found that as early as January 4 this year, Guangyun Technology disclosed that it had signed a framework agreement on the equity acquisition of Shandong Yitao. According to the agreement signed at that time, Guangyun Technology planned to acquire 100% of the equity of Shandong Yitao by paying cash and issuing shares, of which 110 million yuan was paid in cash to purchase 55% of the equity of the target company, and 90 million yuan was paid by issuing shares to purchase 45% of the equity of the target company (the transaction cash acquisition and the share acquisition are not mutually conditional).

On February 26, Guangyun Technology issued another announcement, saying that it had signed a supplementary agreement on the acquisition, and the supplementary agreement agreed to acquire 100% of the equity of Shandong Yitao by paying cash.

The reporter noted that at that time, the two parties also agreed that Shandong Yitao and its controlling shareholder Zhou Xuexin should complete the docking of information related to the operation of the target company within 6 months from the date of delivery, including all official seals and contract seals, financial books and vouchers and other financial information, fixed assets, intangible assets (should include at least software source code, software architecture files, database-related data and documents, etc.) and asset lists, rights certificates, technical information, etc.

In the supplementary announcement on the evening of March 23, Guangyun Technology also disclosed relevant information about performance commitments.

The reporter noted that according to the highest and lowest grade standards disclosed in the announcement, all parties unanimously confirmed that for the platform software revenue of the target company from January 1, 2025 to the month of the end of the handover, the transferor promises and the transferee agrees that if the platform software revenue declines compared with the same period in 2024, the transferee does not need to pay the fourth phase of the equity transfer price of 15 million yuan; If the platform software revenue increases by more than 40% compared with the same period in 2024, the transferor and the transferee will jointly pay a bonus of 6 million yuan to the employees of the group company, and each shall bear 50%.

With respect to the sum of the platform software revenue and platform share income of the target company in 2025, the transferor undertakes and the transferee agrees that if the promised performance income is less than 70 million yuan, the transferee has the right to deduct the fourth phase of the equity transfer price of 3 million yuan; If the promised performance income is less than 60 million yuan, the transferee has the right to deduct the fourth phase of the equity transfer price of 15 million yuan.

The transferee agrees that if the target company's promised performance income in 2025 exceeds 75 million yuan, the target company or the transferee will reward the target company's management team in other forms. At the same time, the announcement stipulates the calculation method of the specific reward amount.

Cover image source: the company's official website