What caused the failure of the first blockchain company M&A case?

On August 22, Shenzhen Datong (stock code: 000038), an A-share listed company, terminated the acquisition of all or part of the equity of Blockchain Connect, Jingxiaotianxia and Zuoan Yipin. This means that the first blockchain company intends to participate in the merger and acquisition of listed companies has ended.

In this M&A case led by a listed company, during the period, there were three applications for postponement of trading resumption and two adjustments to the number of M&A targets. After six months of deliberation, Shenzhen Datong stated that it was unable to agree with the counterparty on the core terms and related information. The provision, verification, and other aspects reached an agreement, so the decision to terminate the acquisition was made.

Due to the advancement of mergers and acquisitions, Shenzhen Datong has been in a state of suspension. The resumption of trading on August 24 was in line with the expectations of most investors, and the secondary market showed a downturn. As of press time, Shenzhen Chase's share price has been overcast for four days and has gone out of two lower limits.

Acquisition workload roughly caused continuous suspension of trading

On February 27 this year, Shenzhen Datong, an A-share listed company, announced that it plans to purchase Blockchain Technology (Beijing) Technology Co., Ltd. (hereinafter referred to as "Blockchain Communication") and Jingshangtianxia through the issuance of shares and payment of cash. All or part of the equity of Beijing) Science and Trade Co., Ltd. (hereinafter referred to as "Well Selling World").

Lende's query found that both Blockchain and Jingxian Tianxia are block chain companies, and the actual controllers of the two companies are Zheng Yu and Hao Yunan.

What caused the failure of the first blockchain company M&A case?

Blockchain is uniquely developing applications based on dynamic decentralized blockchain technology such as "blockchain ecology", "interactive credit-reporting micro brand", "Internet of Things smart traceability", "smart matching asset authentication transaction", etc. Module. Bring together current mature technologies such as big data and the Internet of Things into blockchain technology to establish credit labels, records, and use plans.

Well-selling the world is launching blockchain e-commerce "media shopping" based on the nationwide chain developed by the company itself, in order to achieve a pass-through circulation of product traceability, nationwide accounting and merchant interoperability.

However, on the evening of March 25, Shenzhen Chase announced an application for continued trading suspension, and it is expected that the suspension will not exceed one month, and its shares will resume trading on April 26, 2018 at the latest.

Shenzhen Datong said that the workload involved is relatively large, and the relevant plans need to be further demonstrated and supplemented. In this announcement, the scope of Shenzhen Chase's M&A targets has again expanded by 4 companies. They are Nantong Favorite Culture Communication Co., Ltd. (hereinafter referred to as Nantong Favorite), Beijing Leboqu Education Consulting Co., Ltd. (hereinafter referred to as Beijing Leboqu), Beijing Bokangjiade Robot Technology Co., Ltd. (hereinafter referred to as Beijing Bokang) and Jiangsu Zuo Case Yipin Culture Media Co., Ltd. (Jiangsu Zuo case), etc.

One month later, on April 26, Shenzhen Datong continued to apply for a trading suspension on the grounds of heavy workload. The suspension time was planned to be no more than one month. However, on May 10, Shenzhen Datong stated that because it was unable to disclose information on the purchase of assets as planned, the Shenzhen Datong Shareholders' General Meeting deliberated and approved the proposal to continue trading, and the suspension time indicated that it would not exceed 6 months.

Shenzhen Datong said that because the financial data verification of the relevant target company still takes a long time, the company and the relevant counterparty did not reach an agreement on core terms such as valuation and decided to reduce the three target companies of Nantong Favorite, Beijing Leboqu, and Beijing Bokang. And continue to promote the acquisition of Blockchain Link, Well Selling World and Jiangsu Zuo Case.

However, this delay directly waited for the end of the acquisition case. Li Xueyan, vice chairman and secretary of the board of directors of Shenzhen Datong, said afterwards that because there are two blockchain companies in the target of this merger, this is a brand-new field, and it takes a lot of time and effort to check related business models and work verifications. Energy takes a long time.

Li Xueyan said that the initiation of the acquisition is based on the consideration of both internal and external development. It is hoped that through the acquisition of excellent targets, the company's business structure will be improved, high technology will be actively embraced, and a synergy effect of 1+1"2 will be generated; and termination of the acquisition is also Considering factors such as market environment, company development strategy, transaction cost and risk control.

The target company issued tokens, which has fallen by 95%

The core of this acquisition is a blockchain company represented by Blockchain Communication and Well Selling the World.

In 2017, the concept of blockchain was hyped by capital and the market. Zheng Yu discovered the business opportunities contained in the blockchain industry, and led his team to enter the new field of "blockchain e-commerce", and developed the blockchain project nationwide chain and media purchase blockchain e-commerce platform.

According to its official introduction, Quanmin Chain is a "global Yu'ebao" based on blockchain technology, which aims to integrate Internet ecological resources, reduce the dimensions of blockchain technology, and break through the barriers between it and the general public, in various existing forms On the basis of the payment system, a decentralized "Yuebao" and more globalized blockchain applications of "all for me, for all" are realized.

The media shopping blockchain e-commerce platform is the entrance to traffic. Users can use Renminbi and virtual currency to shop on it, and media shopping rewards all people's currency through every transaction and accounting of buyers. In addition, the degree of activity on the e-commerce platform also corresponds to the reward of Quanminbi.

The National Chain hopes to solve the trust problem between consumers and brands and the upstream and downstream of merchants through the method of national accounting, and regulate the development of the industrial chain. However, the price of the WAC token issued by the National Chain has fallen by 95%, and the 24-hour transaction volume of the entire network is only RMB 76,300.

In addition, there are big hidden dangers in the financial reports of blockchain communication and well-selling in the world. In the unaudited financial statements, Blockchain Connect completed operating income of 220,000 yuan in 2017, and realized a net profit of 7.89 million yuan; from January to April 2018, the company’s operating income was 360,000 yuan and net profit Continue to lose 2.33 million yuan. In addition, the operating performance of the well-selling world has also fallen into a loss. In 2017 and the first four months of 2018, the company completed operating income of 18.16 million yuan and 400,000 yuan, respectively, and net profit was 9.39 million yuan and -319 million yuan.

In an environment where blockchain projects are reborn in chaos and industry development is uneven, Shenzhen Datong has selected two blockchain companies with poor fundamentals as the company's blockchain business, which is really unpredictable. But is the decision to terminate the acquisition limited by the concept of blockchain? A senior lawyer who has been in the business for many years told the author of Liande that if there is not much difference between the target company and the traditional company from the perspective of the structure of the target company, it is also a regular M&A business; but legally speaking, the acquisition of a blockchain company There are more restrictions at the level of listed companies.

The chain has learned that although A-share listed companies frequently report news about the development and application of blockchain, they basically stay on business research. At present, there is no A-share company’s blockchain business that can bring stability to it. Business flow. Shenzhen Datong is the first company to enter the blockchain by means of equity acquisition. Therefore, every move in this acquisition has also attracted market attention. The frequent announcements of Shenzhen Chase also indicate that they have encountered a lot of trouble in the face of the new business model.

Create the first blockchain media?

Although the acquisition has been stranded, for Shenzhen Chase, the exploration of the blockchain has already been planned. On the day before the announcement of the termination of the acquisition of the blockchain company (that is, August 21), it was written by the Shenzhen Datong expert team, and related experts from Beijing University of Posts and Telecommunications served as network information security and blockchain technology consultants, and blockchain related personnel served as technology The "Technical White Paper of Chase Trusted Alliance Chain" by the service consultant was officially released.

The "White Paper" also released the Chase Chain developed by Shenzhen Chase. Chase Chain is mainly used in the field of digital media. It encapsulates the underlying blockchain technology, takes advertising as the core, and provides access to various advertising platforms. It uses technologies such as the Internet of Things, artificial intelligence, and big data to promote efficient resource integration in various fields. .

The Chase Trusted Alliance Chain uploads advertiser placement strategy, media master device information and venue, user browsing advertisement status information, user behavior records and other information to the blockchain, making data unchangeable and fundamentally preventing media master operations, Advertisements are most worried about data fraud and malicious scalping issues.

Shenzhen Chase aims to create the first blockchain media. However, for Shenzhen Chase, which transformed from real estate to advertising and media in 2015, the attempt of blockchain is still in the exploratory stage. In addition, brokers including Centaline Securities and Shanxi Securities have made warnings about the risks of being wary of speculation.

Hao Liang, chairman and general manager of Shenzhen Datong, also said that currently blockchain companies with application scenarios are rare in the market, and it is even more difficult to find blockchain companies based on their main business that can be implemented. It will take some time for the value of the blockchain to be recognized by the market, and it is hoped that investors will focus on the blockchain itself.

The chief financial officer said at the investor briefing: “The company intends to use the funds raised last time for the media ecological chain project.” Liande has noticed that Shenzhen Datong completed a fundraising of RMB 2.7 billion in June 2016 and will raise funds this year. From the perspective of changes in capital investment projects, Shenzhen Datong has set aside 10 million yuan from the 51.3 million R&D center projects for the media ecological chain project supported by blockchain technology. It can be seen that Shenzhen Chase's exploration of blockchain is gradually entering the deep water zone.

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