Tianshan shares 100 billion restructuring completed the performance of 8 times 4.2 billion fixed increase landed conch cement and other 3 peers to the scene

Yangtze River Business Daily news ● Yangtze River Business Daily reporter Cai Jia

Cement industry leader Tianshan Shares (000877. SZ) refinancing is sought after by peers.

On the evening of February 9, Tianshan Shares disclosed the report on the issuance of non-public shares, and Tianshan Shares issued 315 million shares to 16 non-public offerings, raising 4.247 billion yuan. Among them, the peer listed company Conch Cement (600585. SH, 0914.HK), Jidong Cement (000401. SZ) company, Shangfeng Cement (000672. SZ) companies have participated in the subscription, and the subscription amount is 1 billion yuan, 500 million yuan and 300 million yuan respectively.

The Reporter of Changjiang Business Daily noted that the fixed increase is a supporting fund raising for the restructuring of Tianshan Shares last year. In March 2021, Tianshan Co., Ltd. announced that it would acquire controlling stakes in four companies, including Zoomlion Cement and Nanfang Cement, for RMB98.142 billion by issuing shares and paying cash.

Relevant data show that before Tianshan shares, there were only three restructuring cases in the history of A-share transactions of more than 90 billion yuan. The restructuring, which is close to the level of 100 billion, was completed in the third quarter of last year.

After the reorganization, the asset scale and production capacity of Tianshan Shares have increased significantly. According to the performance forecast, Tianshan shares are expected to achieve a net profit attributable to shareholders of listed companies in 2021 of 12 billion yuan to 13.8 billion yuan, an increase of 691.42% to 810.13% over the same period of the previous year.

Conch Cement subscribed 1 billion yuan to become the third largest shareholder

On the evening of February 9, Tianshan Co., Ltd. disclosed the report on the issuance of non-public shares, and the company issued 315 million shares to 16 specific targets at a price of 13.5 yuan per share, raising a total of 4.247 billion yuan, and the net amount of funds raised after deducting the issuance fee was about 4.23 billion yuan.

The reporter of Changjiang Business Daily noted that the fixed increase of Tianshan shares has received strong support from cement peers. Among the 16 specific targets participating in the subscription, there are many A-share industry leaders such as Conch Cement, Jidong Cement and Shangfeng Cement, as well as well-known institutions at home and abroad such as E Fangda, Harvest Fund, UBSAG, NORD Fund and so on.

Specifically, in this fixed increase, the highest subscription scale is Conch Cement, with a total of 74.0741 million shares allocated, with an allocation amount of about 1 billion yuan, accounting for 23.5% of the total fundraising, equivalent to a quarter of the fundraising of Conch Cement.

It is worth mentioning that in recent years, conch cement has frequently invested in peers or industry chain related companies. In October last year, Conch Cement held up its counterpart Yatai Group (600881. SH）。 Last December, the concrete faucet Western Construction (002302. SZ) plans to raise an additional capital of 1.96 billion yuan, of which Conch Cement intends to subscribe for 1.76 billion yuan as a war investor, and will hold 16.3% of the shares of Western Construction after the completion of the issuance, becoming the second largest shareholder of the latter.

Not only that, conch cement is also a new force financial (600318. SH), Western Cement (2233. HK) two listed companies with significant shareholding ratios of 6.08% and 24% respectively.

After the completion of the participation in tianshan shares, Conch Cement will acquire 74.0741 million shares of Tianshan shares, with a shareholding ratio of 0.86%, making it the third largest shareholder of Tianshan shares.

In addition to Conch Cement, other counterparts Jidong Cement and Shangfeng Cement participated in the subscription of Tianshan shares through their subsidiaries Hebei Jinyu Dingxin Cement and Zhejiang Shangfeng Building Materials respectively, and they were allocated 37.0371 million shares and 22.2222 million shares respectively, with a subscription amount of about 500 million yuan and 300 million yuan. After the completion of the offering, the two companies held 0.43% and 0.26% of Tianshan shares respectively, becoming the top ten shareholders of Tianshan shares.

Among the other subscription targets, Caitong Fund, Guotai Junan, E Fund, Harvest Fund, UBSAG, Nord Fund, Guoxin Investment and many other well-known institutions at home and abroad subscribed for 288 million yuan, 250 million yuan, 250 million yuan, 198 million yuan, 187 million yuan, 174 million yuan and 160 million yuan respectively. Taikang Asset Management subscribed for 7.4074 million shares and 5.802 million shares through its two products, with a total subscription amount of about 178 million yuan.

The restructuring completed the highest pre-profit of 13.8 billion yuan last year

The fundraising of this matching fund is an important part of the restructuring of Tianshan shares of 100 billion.

In March last year, Tianshan Co., Ltd. threw out a restructuring plan, the company intends to use the method of issuing shares and paying cash, for a price of 98.142 billion yuan, to purchase 100% of the equity of Zoomlion Cement, 99.9274% of the equity of Nanfang Cement, 95.7166% of the equity of Southwest Cement and 100% of the equity of Sinoma Cement and other assets from 26 counterparties including China National Building Materials.

The Reporter of Changjiang Business Daily noted that before Tianshan Shares, there were only three restructuring cases in the history of A-share transactions of more than 90 billion yuan. At the time of disclosure of the restructuring plan, the market value of Tianshan shares was about 17.7 billion yuan, and the total assets and net assets of the company at the end of 2019 were 15.278 billion yuan and 9.647 billion yuan, respectively. The restructuring transaction price is 5.54 times, 6.42 times and 10.17 times the market value, total assets and net assets of the listed company respectively, which can be described as a "whale swallowing" transaction.

Injecting its cement, clinker and commodity concrete related building material assets into the listed company, the transaction is essentially a deep integration of china national building materials group's cement assets to further enhance synergy effects, improve operational efficiency, and consolidate and strengthen the market share and leadership position of Tianshan shares.

It is worth mentioning that in the past few years, benefiting from the positive impact of the structural reform of the supply side of the cement industry, the improvement of the relationship between market supply and demand, combined with the increase in environmental protection governance, the rising prices of raw fuel materials and freight, and the increase in the production and sales volume and price of cement products, the performance of Tianshan shares has increased year by year.

From 2017 to 2019, Tianshan Co., Ltd. achieved operating income of 7.08 billion yuan, 7.932 billion yuan and 9.688 billion yuan, and net profit of 265 million yuan, 1.241 billion yuan and 1.636 billion yuan, respectively.

However, in 2020, affected by the epidemic and the ultra-long rainy season, the sales price of Tianshan shares products declined, which reduced the performance. In 2020, Tianshan Co., Ltd. achieved operating income of 8.692 billion yuan, a year-on-year decrease of 10.28%; net profit of 1.516 billion yuan, a year-on-year decrease of 7.31%.

With the completion of the restructuring of 100 billion yuan in September last year, the asset scale and production capacity of Tianshan Shares have increased significantly, and the profitability has been rapidly improved. According to the performance forecast, Tianshan shares are expected to achieve a net profit of 12 billion yuan to 13.8 billion yuan in 2021, an increase of 691.42% to 810.13% year-on-year before the restructuring.

Tianshan shares said that the net profit and loss of subsidiaries from the beginning of the period to the merger date due to the merger of enterprises under the same control during the reporting period was about 7.5-9 billion yuan included in non-recurring gains and losses, so compared with before the restructuring, the company's performance changes were mainly due to non-recurring gains and losses.

Editor-in-charge: ZB

This article originated from the Yangtze River Business Daily