International Industrial (000159) has ushered in a new owner.
According to the announcement on the evening of January 19, the original controlling shareholder Qiantai Zhongsheng and Jiangsu Rongneng agreed to transfer 110 million shares of International Industry to complete the transfer registration procedures, Qiantai Zhongsheng no longer holds shares in International Industry, while Jiangsu Rongneng holds 22.82% of the shares of International Industry, becoming the company's largest shareholder, and Feng Jianfang has become the new actual controller of the company.
The securities times e company reporter noted that the equity transfer price of 1.112 billion yuan, as of December 9, 2021, the company has paid a total of 795 million yuan. A year ago, International Industrial acquired 80% of the equity of Jiangsu Zhongda Pole Tower Co., Ltd. (hereinafter referred to as "Zhongda Pole Tower") for 1 billion yuan, and the appraisal appreciation rate of related assets was 444.85% - and the actual controller of Zhongda Pole Tower was Feng Jianfang.
The new controller sold assets to International Industrial
The company under the actual control of Feng Jianfang made a big deal with International Industrial a year ago.
On the evening of February 9, 2021, The International Industry disclosed that the company signed the "Equity Transfer Contract" with Xuzhou Suling Building Materials Trading Co., Ltd. (hereinafter referred to as "Suling Building Materials Company") and zhou Zhongmin, a natural person, on the same day, and transferred 80% of the equity of Jiangsu Zhongda Pole Tower Co., Ltd. (hereinafter referred to as "Zhongda Pole Tower"), of which 40% was held by Suling Building Materials Company and 40% held by Zhou Zhongmin, with a total transfer price of 1 billion yuan.
The transaction target zhongda pole tower was established on May 12, 2014, with a registered capital of 200 million yuan, the main products are angle steel tower, steel pipe pole, steel structure, iron accessories, etc., can be applied to power towers, high-speed railway catenary brackets, steel structure plant structure, etc., is a qualified supplier of the State Grid. Among them, Su Ling Building Materials Company holds 60% of the equity of Zhongda Pole Tower, and Zhou Zhongmin holds 40% of the equity. Equity penetration shows that Suling Building Materials Company is wholly owned by Jiangsu Hercules Enterprise Management Co., Ltd., and the actual controller is Feng Jianfang.
For the asset value of the medium and large pole tower, the appraisal agency uses the income method and the asset basis method to evaluate. Among them, the asset basis method is used to evaluate: the value of all shareholders' equity is 234 million yuan, and compared with the audited book value, the valuation of all shareholders' equity is 2.5857 million yuan, and the appreciation rate is 1.12%. The valuation of the income method is adopted: the value of all the equity of the shareholders of Zhongda Pole Tower reaches 1.262 billion yuan, the appraisal value increases by 1.031 billion yuan, and the appreciation rate reaches 444.85%.
In the end, the income method was chosen for this evaluation. In this regard, the company explained that the asset basis law does not include factors such as the enterprise operation qualification, operational ability, industry competitiveness, enterprise management level, human resources, customer resources and other factors of the assessed unit; the annual revenue of the assessed unit in 2020 has increased significantly compared with the historical year, and the assessment conclusion of the asset basis method has not included the future profitability of the enterprise.
At that time, the company said in the announcement that "the transaction party, the actual controller of the transaction party and the company controlled by it have no relationship with the controlling shareholder of the company and its directors and supervisors, and the directors and supervisors of the company." ”
It is understood that the operating income of Zhongda Pole Tower in 2019 was 150 million yuan, achieving a net profit of 3.5822 million yuan, and the operating income surged to 320 million yuan from January to September 2020, achieving a net profit of 37.5129 million yuan, and the operating income and net profit increased significantly compared with the previous year.
In 2017, the operating income of Zhongda Pole Tower was 392 million yuan, and the operating income of the following two years has been declining year by year, of which the operating income in 2018 was 209 million yuan and the operating income in 2019 was 150 million yuan. From January to September 2020, the operating income of the Zhongda Pole Tower surged to 320 million yuan.
Zhongda Pole Tower began to turn a loss into a profit from 2019, and the net profit from January to September 2020 reached 37.5129 million yuan. At the same time, the gross profit margin of zhongda pole tower sales continued to rise. From 0.08% in 2017, it increased to 10.67% in 2019. From January to September 2020, the gross profit margin of Zhongda Pole Tower increased to 20.40%.
At that time, Suling Building Materials Company, as the controlling shareholder, promised that the net profit of Zhongda Pole Tower in 2021, 2022 and 2023 would not be less than 102 million yuan, 120 million yuan and 132 million yuan respectively, with a total of not less than 354 million yuan.
Whether the above performance commitments can be fulfilled or not remains to be tested by time. At the same time, the announcement also shows that in terms of procurement and sales, Zhongda Pole Tower has related party transactions with related parties for daily procurement and sales. Among them, from January to September 2020, Zhongda Pole Tower purchased 111 million yuan, all of which were cement pole products purchased by the outsourcing related party Jiangsu Hercules Pipe Pile Co., Ltd.; in 2019, the purchased pole was 55.3741 million yuan, which was the actual controller of the cement pole of Jiangsu Hercules Pipe Pile Co., Ltd. - Jiangsu Hercules Pipe Pile Co., Ltd., and is still Feng Jianfang.
The path of the new actual controller's "listing" is gradually becoming clear
At the beginning of the equity transaction, International Industrial said in the announcement that "the transaction party, the actual controller of the transaction party and the company controlled by it have no relationship with the controlling shareholder of the company and its directors and supervisors, and the directors and supervisors of the company." "This transaction is within the scope of the company's board of directors, does not constitute a major asset restructuring, and does not need to be submitted to the company's shareholders' general meeting for consideration."
At the end of October 2021, the parties to the transaction handled the handover of the Zhongda Pole Tower, and the Zhongda Pole Tower was also included in the scope of the company's merger in the fourth quarter of 2021. However, on December 23, 2021, International Industrial issued an announcement that 48 million shares held by the controlling shareholder were frozen by the Pizhou Municipal People's Court in Jiangsu Province. Not only that, some of the bank accounts of International Industry were also frozen, and the total funds in the frozen accounts were 12.9203 million yuan, accounting for 13.26% of the balance of the company's account funds.
The freezing of the above-mentioned equity and bank accounts is related to the acquisition of 80% of the equity of Zhongda Pole Tower. The announcement disclosed at the time showed that the equity transaction price was 1 billion yuan, and the company had paid a total of 795 million yuan, "because there is still a certain dispute between the two parties over the performance of the contract, the remaining part of the payment has not been paid." It is understood that the freezing of some of the company's bank accounts was caused by the preservation of Xuzhou Suling Building Materials Trading Co., Ltd. and others before filing a lawsuit with the court. "Based on the stock price of International Industry at that time, the above 48 million stock market value exceeded 300 million yuan.
Exactly what "disputes" arise between the two sides are not disclosed in the announcement.
On the evening of December 27, 2021, the controlling shareholder, Qiantai Zhongsheng, and Jiangsu Rongneng signed the "Share Transfer Agreement on Xinjiang International Industrial Co., Ltd.", and Qiantai Zhongsheng transferred 110 million shares of International Industry held by qiantai Zhongsheng to Jiangsu Rongneng.
It is also in this context that on January 10, 2022, International Industrial received a notice from the controlling shareholder, Qiantai Zhongsheng, that the 48 million shares of the company held by Qiantai Zhongsheng have been unfrozen. On January 14, all of the frozen bank accounts of International Industrial have also been released.
According to the announcement on the evening of January 19, 2022, Qiantai Zhongsheng and Jiangsu Rongneng agreed to transfer 110 million shares of International Industry to complete the transfer registration procedures, Qiantai Zhongsheng no longer holds shares in International Industry, while Jiangsu Rongneng will hold 22.82% of the shares of International Industry, becoming the largest shareholder of the company, and Feng Jianfang has become the new actual controller of the company.
From selling the equity of Zhongda Pole Tower to a listed company a year ago to now taking control of international industry, Feng Jianfang's path to entering the international industry has gradually become clear.
The announcement shows that Feng Jianfang has been engaged in the power tower and engineering construction industry for many years, holding and participating in a number of enterprises. The securities times e company reporter noted that the article published on the official website of Jiangsu Zhongneng Real Estate Group Co., Ltd. showed that the Zhongda Pole Tower was previously a subsidiary of the group. On December 15, 2021, Zhongda Pole Tower held a signing ceremony with Jiangxi Jinko Power Technology Co., Ltd. At that time, Feng Jianfang's identity was "Chairman of Jiangsu Zhongneng Group".
Judging from the signing time, at that time, 80% of the equity of Zhongda Pole Tower had been transferred to International Industry, and Feng Jianfang had not yet become the actual controller of International Industry.