Source: Yangtze River Business Daily
Yangtze River Business Daily reporter Cai Jia
A deal full of uncertainties has made Hewang Electric (603063. SH) gives a high premium of nine times, causing market controversy.
A few days ago, Hewang Electric disclosed its foreign investment plan, and Pingqi Technology, the controlling shareholder of the company, transferred 9.1948% of the equity of Pure Semiconductor (Shanghai) Co., Ltd. (hereinafter referred to as "Pure Semiconductor") held by The Company to Hewang Investment, a wholly-owned subsidiary of Hewang Electric, for a price of 20 million yuan.
The Reporter of Changjiang Business Daily noted that Hewang Electric, which originally belonged to the wind power industry, had not invested in the semiconductor industry before. The pure semiconductor to be invested this time was established only eight months ago, the team number of 10 people, R & D 5 people in the part-time three people, accounting for 60%, and the company's products belong to the research and development stage at this stage has not yet formed sales.
As of the end of September this year, the net assets of Pure Semiconductor were 19.2194 million yuan, but it obtained a valuation of 200 million yuan, with a premium rate of 940.62%.
Shortly after the disclosure of the plan, Hewang Electric received an inquiry letter from the Shanghai Stock Exchange, and the regulatory authorities inquired in detail about the reasonableness of the valuation of the transaction, the main considerations and rationality of the company's acquisition of minority shares, and whether there was a situation of actively catering to the market concept of speculation.
Although the investment amount is not high, Hewang Electric also hopes to achieve the layout of the company's industrial chain and enhance the overall profitability of the company through this equity investment.
In fact, since the listing in 2017, the profitability of Hewang Electric is not stable, after the performance of the wind power industry policy in 2020 turned into a profit, in the first three quarters of this year, due to the increase in the price of raw materials and the increase in the impairment losses accrued, the performance of Hewang Electric fell again, and the net profit of revenue fell by 17.03% and 27.97% year-on-year.
The overall valuation of the target in the eight months of its establishment reached 200 million
It is understood that the pure semiconductor that Hewang Electric intends to invest in this time is a newly established company. At present, Pingqi Technology holds 9.1948% of the equity of Pure Semiconductor, which is the third largest shareholder of the latter.
According to the company, pure semiconductor is a research and development design company, the main research and development design products include silicon carbide diodes, silicon carbide MOSFETs, etc., at this stage, the target company's products belong to the research and development stage has not yet formed sales.
As of the end of September this year, the total assets of Pure Semiconductor were 19.1453 million yuan, the total liabilities were -74,100 yuan, and the net assets were 19.2194 million yuan, and the operating income and net profit in the first nine months of this year were 37,700 yuan, and the net profit was -1.8755 million yuan.
Established more than eight months ago, the team number of 10 people, R & D 5 people out of the part-time three people, such a company has received a high premium investment from Hewang Electric.
In this transaction, the overall valuation of Pure Semiconductor was 200 million yuan, an increase of 181 million yuan from its net asset book value of 19.2194 million yuan as of the end of September, with an appreciation rate of 940.62%.
However, Hewang Electric said that the pricing was determined according to the specific operating conditions of the target company and the amount of investment in the target company by Pingqi Technology. In June this year, Pingqi Technology invested 20 million yuan in pure semiconductors, of which 500,000 yuan was included in the registered capital of the target company.
Although Hewang Electric also said that the amount of investment is relatively small and will not have a significant impact on the company's ability to continue to operate and the financial situation of the current period, due to the high market sensitivity of the semiconductor industry companies being bid, this transaction quickly attracted the attention of the regulatory authorities.
After the disclosure of the transaction plan on December 3, Hewang Electric received an inquiry letter from the Shanghai Stock Exchange on the same day, asking the company to explain the valuation and basis of the previous equity transfers of Pure Semiconductor, the valuation rationality of the transaction, as well as the main considerations and rationality of the company's acquisition of minority shares, and whether there was a situation of actively catering to the market concept speculation.
Not only that, of the registered capital of 5 million yuan of Pure Semiconductor, the paid-up progress of its top two shareholders is only about 10.79%, while Pingqi Technology has invested about 20 million yuan, accounting for 94.8% of the total investment of all parties. This also means that in addition to Pingqi Technology, the other major shareholders of Pure Semiconductor have actually invested less but the equity ratio is higher, and its rationality has also been questioned by the regulatory authorities, requiring the company to explain whether there is a situation that harms the interests of listed companies.
During the year, the stock price rose 2 times, and more shareholders reduced their holdings at a high level
In fact, before investing in pure semiconductors, Hewang Electric was not involved in the semiconductor industry.
According to the data, Hewang Electric has been focusing on the field of electric energy conversion, and its main products include wind power converters, photovoltaic inverters, and electrical transmission products.
For the purpose of this transaction, Hewang Electric said that this transaction is a prudent decision made based on the development strategy of the listed company, through equity investment in the target company, to achieve the layout of the company's industrial chain and enhance the overall profitability of the company.
The reporter of Changjiang Business Daily noted that since the listing of more than four years, the profitability of Hewang Electric has not been stable. In 2016 before the listing, Hewang Electric began to decline in performance, and it was still in a downward trend after its listing in 2017.
From 2016 to 2019, Hewang Electric achieved operating income of 808 million yuan, 878 million yuan, 1.181 billion yuan and 1.786 billion yuan respectively, with a year-on-year change of -15.12%, 8.71%, 34.53% and 51.2%; a net profit of 262 million yuan, 233 million yuan, 0.54 billion yuan and 0.66 billion yuan, with a year-on-year change of -21.17%, -11.24%, -76.91% and 23.49%.
Among them, although the net profit in 2019 stopped falling and rebounded, the net profit of Hewang Electric after deducting non-recurring gains and losses showed its first loss after listing, which was -61.8535 million yuan.
It was not until 2020, under the influence of national industry policies, the revenue and profit of the wind power business increased significantly, and Hewang Electric was able to turn losses into profits. Last year, the company achieved operating income of 2.339 billion yuan, an increase of 30.92% year-on-year; net profit and net profit after deduction of non-profit were 267 million yuan and 283 million yuan, respectively, an increase of 301.99% and 557.18% year-on-year.
In the first three quarters of this year, the performance of Hewang Electric fell again, and the operating income during the reporting period was 1.283 billion yuan, a year-on-year decrease of 17.03%; the net profit and net profit after deducting non-deductions were 177 million yuan and 160 million yuan, a year-on-year decrease of 27.97% and 30.76%. Hewang Electric said that it was mainly due to the appearance of its subsidiary Fuyao, as well as the increase in costs and the increase in impairment losses due to the increase in the price of raw materials.
However, stimulated by carbon neutrality and photovoltaic industry policies, the stock price of Hewang Electric has risen sharply this year. In terms of equity after the right, at the beginning of this year, the stock price of Hewang Electric was still hovering around 18 yuan, falling to around 12 yuan in May, rising to 29 yuan in August, and breaking through 40 yuan on November 18. As of the close of trading on December 3, Hewang Electric reported 36.69 yuan / share, the highest rise in the year more than doubled.
At the same time, many shareholders of Hewang Electric have continued to reduce their holdings. On June 1 this year, Guizhou Xinhe Wogu, a former shareholder of Hewang Electric's IPO, completed the liquidation and reduction of 0.76% of its shares, with a reduction of 36.3982 million yuan.
In August, Xia Quanbo, the seventh largest shareholder of Hewang Electric, completed the first round of reduction plan, reducing his holdings by a total of 0.69% of the company's shares and cashing out 50.2714 million yuan. As of December 2, Xia Quanbo implemented the second round of reduction, and has accumulated 0.15% of the company's shares, cashing out 15.6762 million yuan.
It is worth mentioning that Xia Quanbo had previously transferred 6.3 million shares to his ex-wife Ding Wenjing, who had twice reduced her shares in violation of the law.