"Investor Network" new energy industry group Chen Siying
Jinzhou Jixiang Molybdenum Co., Ltd. (hereinafter referred to as "Jixiang Shares", 603399.SH), which seeks to diversify its operations, has added new business.
On January 6, Jixiang announced that the company intends to acquire 100% of the equity of Hunan Yongshan Lithium Industry Co., Ltd. (hereinafter referred to as "Hunan Yongshan") held by a related party, Ningbo Yongshan Lithium Co., Ltd. (hereinafter referred to as "Ningbo Yongshan") for 480 million yuan in cash. At the same time, Jixiang Shares and Ningbo Yongshan Controlling Shareholder Shanshan Shares (600884. SH) is a related party legal person and the transaction constitutes a related party transaction.
The main business of Hunan Yongshan, the target of this transaction, is the production and sales of lithium-ion battery materials. For Jixiang shares, which are based on molybdenum and film and television, this acquisition is another cross-border. On the night of the announcement, Jixiang co., Ltd. received an inquiry letter from the exchange, and the Shanghai Stock Exchange asked the company to explain the reasonableness of the transaction.
480 million acquisition of immature lithium companies
In recent years, the capital market has been quite sensitive to lithium battery-related enterprises. The news that Jixiang shares intend to acquire Hunan Yongshan for 480 million yuan has driven the company's stock price up and down for four consecutive trading days on January 7, 10, 11 and 12 this year. As of January 19, the closing price of Jixiang shares was 10.48 yuan per share, with a rolling price-earnings ratio of negative, and the total market value was 5.3 billion yuan.
The stock price trend of Jixiang shares in the past three months (yuan/share)
(Source: Wind)
Jixiang Co., Ltd. is a production and processing enterprise of molybdenum metal, which implements the dual main business development mode of molybdenum product business and film and television business. However, the lithium industry involved in the acquisition target, Hunan Yongshan, is not related to the original molybdenum product business and film and television business of Jixiang Shares. According to the company's announcement, The target of the sale of Shanshan shares, Hunan Yongshan, mainly produces lithium carbonate and lithium hydroxide and other products, which is one of the raw materials for lithium battery cathode materials in the industrial chain, and the downstream application areas mainly include power batteries and energy storage batteries.
On the night of the announcement of Jixiang shares on January 6, the Shanghai Stock Exchange conducted a detailed inquiry on the details of its acquisition case, asking Jixiang shares to explain whether the acquisition of the target assets from related parties had synergies with the company's existing business. At the same time, the company needs to explain whether it has the corresponding capabilities and conditions to achieve effective operation and control of the target assets, as well as the rationality and necessity of this transaction.
The proportion of Jixiang's main products
(Source: Company's 2021 interim report, compiled by Wind)
For the relevant inquiries, Jixiang co., Ltd. replied on January 14 that the company's main business is mainly molybdenum product business, and has been deeply engaged in the field of small metals for many years, from production and processing, supply chain network to operation and sales, with mature management experience, which can achieve effective operation and control of the target company. In terms of business synergy, the company's original smelting business and Hunan Yongshan belong to the mineral processing industry. The company has rich industry experience in this field and has strong industrial synergy with Hunan Yongshan.
According to the reply announcement of Jixiang shares, in 2021, Hunan Yongshan is still under construction and has not yet formed a complete production and processing capacity. According to financial data, in 2020, Hunan Yongshan's annual operating income was only 1.5221 million yuan, with a net loss of 4.8897 million yuan; in the first three quarters of 2021, the operating income was only 27.4701 million yuan and the net profit was 6.3145 million yuan.
It is worth mentioning that in April 2021, Hunan Yongshan and Shenzhen Shengxin Lithium Energy Group Co., Ltd. agreed to sell 4494.5 tons of spodumene. This business is the main source of Hunan Yongshan's net profit from January to September 2021. But then the company explained that the project was somewhat sporadic. The core business of Hunan Yongshan in the future is the research and development, production and sales of battery-grade lithium hydroxide and battery-grade lithium carbonate, and will not be based on the sales of spodumene. It can be seen that the core business of Hunan Yongshan does not yet have full production and operation capabilities, and if there is no such occasional event, the company may not be able to guarantee the maintenance of profitability. "Investor Network" contacted Jixiang Shares on relevant production and operation issues, but has not yet received a reply.
Repeated cross-border mergers and acquisitions have been frequently inquired
In addition to the field of new energy, Jixiang has also crossed the fields of film and television, drones and other fields.
Jixiang Co., Ltd. (603399), formerly known as Jinzhou Xinhualong Molybdenum Co., Ltd. (hereinafter referred to as "Xinhualong"), was originally a molybdenum enterprise, the main business is molybdenum charge, molybdenum chemical, molybdenum metal and other molybdenum series of products production, processing and sales business, with roasting, smelting, molybdenum chemical, molybdenum metal deep processing integration of production capacity, the products mainly include roasted molybdenum concentrate, ferromolybdenum, ammonium molybdenum molybdenum, high-purity molybdenum oxide, molybdenum powder, molybdenum plate, molybdenum rod, molybdenum head and so on.
Jixiang co., Ltd. reported net profit performance from 2012 to the third quarter of 2021 (100 million yuan)
(Source: Wind Collation)
After the listing in 2012, Xinhualong's performance began to decline, and in 2015, there was even a large loss of more than 400 million yuan, in the face of dismal operating performance and sluggish stock prices, the company began to seek equity transfer. In 2016, Shanshan Co., Ltd. invested in Xinhualong, officially opening the company's cross-border road.
In November 2016, Xinhualong acquired 100% of the equity of Beijing Jixiang Film and Television Media Co., Ltd. for zero consideration, and the company's main business became dual-oriented - molybdenum and film and television industry. In 2017, Li Yunqing, one of the shareholders of Ningbo Jutai Investment Co., Ltd. (hereinafter referred to as "Ningbo Jutai"), became the chairman of Xinhualong. Ningbo Jutai is an investment company established by Shanshan Co., Ltd. in February 2016 to be responsible for this capital operation. At this point, Shanshan shares officially settled in Xinhualong. In January 2018, Xinhualong officially changed its name to Jixiang Shares.
With the injection of film and television business, the operating performance of Jixiang shares after the renaming has improved. From 2017 to 2018, the operating income of Jixiang Co., Ltd. was 2.199 billion yuan and 3.73 billion yuan, and the net profit was 215 million yuan and 190 million yuan, respectively. During this period, Jixiang co., LTD. produced film and television works such as "Daming Fenghua" and "Animal World".
But the good times are not long, in June 2018, with the outbreak of the "Fan Bingbing Incident", the state began to strictly investigate the tax evasion and evasion of celebrities, the celebrity "Yin and Yang Contract" incident swept the entire entertainment circle, and the overall film and television industry entered the "cold winter". In 2019, Jixiang shares not only saw a decline in revenue growth of 23.47%, but also a net profit of 228 million yuan.
Therefore, Jixiang shares are planning to acquire, this time targeting the field of unmanned aerial vehicles. In March 2020, Jixiang co., Ltd. announced that it intends to acquire 100% of the equity of Zhongtian Yinkong Technology Co., Ltd. for 2.4 billion yuan, and the company's main business includes drones, unmanned vehicles and robots. The acquisition also received a letter of concern from the Shanghai Stock Exchange, requiring Jixiang to disclose the reasons for frequent adjustments in the direction of business development in the short term.
However, the acquisition did not go well and was terminated in October 2020. Jixiang shares said: "Due to the long duration of this restructuring, certain changes in the external market environment, coupled with the impact of the new crown epidemic, the pressure on the macroeconomic situation and market environment, the two parties to the transaction have been unable to reach an agreement on the adjustment of the restructuring plan, and the company believes that there is great uncertainty and risk in continuing to promote the transaction at this stage, so it decided to terminate the restructuring." At the same time, Jixiang shares have not gotten rid of the loss situation. In 2020, the net profit of Jixiang shares was the second consecutive year of loss after 2019, and the loss amount expanded to 264 million yuan.
In March 2021, Jixiang once again threw out a cross-border acquisition announcement, proposing to acquire 83.12% of the equity of Xiamen Duoxiang Interactive Culture Communication Co., Ltd., which is mainly engaged in marketing services. Jixiang announced that it wants to extend the field of integrated marketing communication services through this acquisition. The transaction was also questioned by the exchange, but the transaction was terminated due to the failure of the parties to agree on the core terms.
Cross-border M&A risks and benefits coexist. Diversified business operations and focus on the main business have always been regarded as the direction of competition in the direction of business operations. For the success or failure of cross-border mergers and acquisitions, economist Yang Xiaokai said that in the ultra-marginal analysis to explain the difference between the two models, the biggest difficulty of cross-border mergers and acquisitions is the "learning" cost. Industry and industry, whether it is personnel management or business model is different. If you never lay a foundation, you want to build a house, and the final product is difficult to be reliable.
From this point of view, there is still uncertainty about Jixiang's acquisition of Hunan Yongshan, and the follow-up progress remains to be seen. (Produced by Thinking Finance)■