Longyu Fuel's 3.5 billion increase case: the use is unknown, and IDC's closed-loop is incomplete
On April 16, 2015, Longyu Fuel Co., Ltd. announced that it planned to raise 4.2 billion yuan (3.5 billion yuan later) for the acquisition of 100% of the equity of Beijing Jinhanwang Technology Co., Ltd. (hereinafter referred to as "Jinhanwang Technology") under Beijing Jinhanwang Technology Co., Ltd. (hereinafter referred to as "Jinhanwang Technology") and increase its capital to build an IDC cloud computing operation center.
According to the non-public offering plan, the total investment of the project is 4205.42 million yuan, including 3958.8 million yuan of project cost, mainly including the cost of land and property purchase, house building decoration, cabinet construction, etc; Project construction and other costs are 33.05 million yuan; Reserve fund of 199.59 million yuan; The initial working capital is 13.98 million yuan. However, the reporter found that it is not only the fund-raising that is suspected of "water injection". As the strategic partner of the "circle of friends" of this project, Beijing Deli Schindler Technology Co., Ltd. does not guarantee to rent its cabinet. From this point of view, the business closed-loop of Longyu Fuel IDC has been incomplete, and the future of the project has become uncertain. At present, Longyu Fuel's additional issuance of 3.5 billion yuan has been approved by the CSRC, but has not yet been approved.
One day in late June, it was very hot in Beijing. The reporter came to the site of Jinhan Wangyun Computing Operation Center located at No. 8, Tianzhu West Road, Tianzhu Airport Development Zone, Shunyi District, Beijing, which is the target of Longyu Fuel's additional 3.5 billion yuan acquisition.
From the appearance, the two buildings have been basically completed. According to the construction workers, the buildings are still short of interior decoration and exterior decoration, but the specific completion time is still uncertain. The reporter came to Jinhanwang Technology Company again, and a person in charge surnamed Zhou was interviewed by the reporter. However, the reporter refused to answer the reporter's questions about when the project might be completed on the grounds of trade secrets.
The official press release of Beijing Tianzhu Airport Economic Development Zone in 2013 entitled "Founding Ceremony of Jinhan Wangyun Computing Operation Center" described the project in this way. The project covers an area of 30.023 mu, with a construction land of 24.997 mu and a total planned building area of 53938.42 square meters. It will revitalize the original land of 25 mu and plant area of 9000 square meters of Panasonic Electronic Components (Jiangmen) Co., Ltd. Beijing Branch. It is planned to invest 450 million yuan to build the 'Cloud Computing R&D and Operation Center Project'. The project consists of five parts: 'Cloud computing communication hub, security center, promotion center, customer management center, and research and development center'. When completed, Jinhan Wang Cloud Computing Center will become a landmark project of cloud computing in the airport and Shunyi region. Within two years after completion, it will provide cloud computing services for at least 600000 users of China Telecom's northern branches. After the project is officially put into operation, it is expected to achieve an annual sales revenue of 600 million yuan and an annual tax payment of 18 million yuan. This press release reveals an important information: the planned investment of this project is 450 million yuan.
● Detailed explanation of asset package I: what are the land and projects worth 1 billion yuan?
On April 16, 2015, Longyu Fuel Co., Ltd. announced that it planned to raise 4.2 billion yuan (3.5 billion yuan later) for the acquisition of 100% equity of Beijing King Hanwang Technology Co., Ltd. (hereinafter referred to as "King Hanwang Technology") under Beijing King Hanwang Technology Co., Ltd. (hereinafter referred to as "King Hanwang Technology") and increase its capital to build an IDC cloud computing operation center. It is worth mentioning that, in addition to the actual controller of the company, there are also Zexi Zengxu who belongs to Zexi's family. On April 17, Longyu Fuel closed at 23.93 yuan by the ceiling. Thanks to the "golden signboard" of Xu Xiang and the concept of IDC, Longyu Fuel's share price soared all the way to a high of 51.57 yuan 35 trading days later. Later, due to the Xu Xiang incident, Zexi did not finally appear in the list of additional issues.
As the acquisition object of Longyu Fuel's additional issuance, the original property right of Jinhanwang Cloud Computing Center belongs to Beijing Jinhanwang Technology Co., Ltd.
According to the information obtained by the reporter from Beijing Municipal Bureau of Land and Resources Management, on March 6, 2011, Jinhanwang Technology Co., Ltd. obtained the land use right of this land through transfer.
According to the public information of a purchase website, on January 14, 2014, the bid for the project was opened, and on April 16, 2015, the bid for the second institutional project was opened. On that same day, Longyu Fuel announced that it planned to raise an additional 4.2 billion yuan, all of which would be used to acquire 100% of the shares of Beijing Jinhanwang Technology Co., Ltd. and increase its capital to build an IDC cloud computing operation center. According to the announcement of Longyu Fuel, the construction period is 2 years. Later, in October 2015, the company lowered the raised funds from 4.2 billion yuan to 3.5 billion yuan, and the total investment of the project remained unchanged at 4.2 billion yuan.
The announcement of Longyu Fuel shows that the company acquired by Longyu Fuel this time is Jinhanwang Technology. According to the industrial and commercial data, Jinhanwang Technology was founded on December 31, 2014, and its sole shareholder is Jinhanwang Technology. Jinhanwang Technology was founded in May 2006, with a registered capital of 50 million yuan, and was actually controlled by Wang Yingming. It is mainly engaged in the development and operation of big data industrial parks focusing on the integration of basic telecommunications resources and the integrated operation of data communications. The company is located in Wangjing Science Park The airport economic development zone and the optical, mechanical and electrical integration industrial base develop and construct the data center.
The public audit data shows that when Longyu Fuel first announced, Jinhanwang Technology did not have any operating income and the registered capital of 20 million yuan was not in place.
Longyu Fuel and Jinhanwang Technology agreed that before Longyu Fuel intended to acquire 100% of the shares of Jinhanwang Technology from Jinhanwang Technology by raising funds through non-public offering of shares, Jinhanwang Technology needs to transfer to Jinhanwang Technology a state-owned land use right located in Tianzhu Airport Industrial Zone, Shunyi District, Beijing, and the construction in progress attached to it with a building area of 53938.42 square meters, and increase the capital of Jinhanwang Technology with 980 million yuan. After the capital increase, the registered capital and paid in capital of Jinhanwang Technology are both 1 billion yuan. According to the appraisal report on 100% equity assets of Jinhanwang Technology issued by Beijing Jingwei Dongyuan Assets Appraisal Co., Ltd. (the base date is June 30, 2015), the book value of Jinhanwang Technology is 346 million yuan, the value of projects under construction is 186 million yuan, and intangible assets (land property rights are 228 million yuan). According to the hypothetical development method, the land use right and projects under construction are evaluated together, The assets of 414 million yuan were evaluated to be 486 million yuan, with an increase of 20%.
In addition, the reporter only found a simple registration information in the database of Beijing Land Department. On March 6, 2011, Jinhanwang Technology obtained the land use right of this land by means of transfer. The reporter contacted the relevant departments in Shunyi District, Beijing, and the relevant personnel said that only the public bidding, auction and listing of land would show the land price. The land owned by Jinhanwang Technology does not show the land price, so it is difficult to assess the acquisition cost of the land.
An insider of Longyu Fuel told the reporter, "The cost they (Jinhanwang Technology) took was sold to us (Longyu Fuel), and there was a large cost premium."
Regardless of the land price, if Longyu Fuel Oil is successfully acquired, the result will be that after Jinhanwang Technology revitalized the land from Panasonic in 2011, with the concept of building IDC, Jinhanwang Technology Co., Ltd. was established, and there was no operating revenue after the company was established, after the land was injected, Jinhanwang Science and Technology has earned huge value-added benefits from land appreciation and construction in progress, and sold the land and its projects to Longyu Fuel at a price of 1 billion yuan.
● Detailed explanation of asset package II: the purpose of the remaining funds was not specified in detail
According to the announcement of Longyu Fuel, "The project is expected to have good economic benefits after the completion of construction and reaching the capacity. The project income is from rental of cabinets. It is expected that the annual income of all cabinets after rental will be 1349.06 million yuan, the total annual profit will be 567.17 million yuan, the after tax financial internal rate of return will be 17.59%, and the payback period of construction investment will be 6.45 years (including the construction period)".
The project feasibility report released by Longyu Fuel in 2014 shows that after the company acquired 100% of the shares of King Hanwang Technology, it will build a cloud computing operation center with King Hanwang Technology as the main body, with a building area of 53938.42 square meters and a construction period of 2 years; Supporting power distribution room, battery room, network management center, etc; 11000 usable cabinets after construction. The cloud computing operation center intends to lease the cabinet for storing data storage equipment to customers.
As for the maintenance costs, Zhang Guangbin, the founder of the Enterprise Business Record and a cloud computing professional, said, "The investment in data centers and servers is very large, but if the enterprise only provides machine rooms and cabinets, and the servers are hosted by others, then even if 100000 servers are connected, the annual consumption of electricity and cooling should be 200 million yuan. ”
From this point of view, it is difficult for investors to see how much the 11000 cabinets will cost from the information released by Longyu Fuel? How does Longyu plan to use the remaining investment?
