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This week, we focused on 9 M&A and restructuring events, including 4 cases involving changes of control and the transfer of more than 5% of existing shares, and 5 cases involving industrial acquisitions and other matters.
Source: Wind
Note: The above definition of change of control includes: change of control and potential change of control caused by share transfer, non-public offering, voting rights entrustment, indirect acquisition, judicial ruling, tender offer, share transfer, license offering, major asset restructuring, etc. The definition of property acquisition includes significant asset restructuring matters arising from the investment, purchase or sale of assets that do not involve a change of control.
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First announcement
First Announcement
· Shanghai Kaixin
Ge Wenyue, Shao Wei, Shen Yawei, Liu Feng, Yang Qi and Yang Haopeng signed the Concerted Action Agreement on July 22, 2015, holding a total of 47.76% of the shares of the listed company and being the joint actual controller of the listed company. After the expiration of the Concerted Action Agreement, Shen Yawei decided not to renew it, and the concerted action relationship between Ge Wenyue, Shao Wei, Liu Feng, Yang Qi, Yang Haopeng and Shen Yawei was terminated on October 15, 2023. In order to maintain the stability of the company's control, Ge Wenyue, Shao Wei, Liu Feng, Yang Qi and Yang Haopeng signed a new "Concerted Action Agreement", and all parties agreed on the relationship of action, and the shares held by the company were consolidated and calculated, and the number and proportion of their respective shares remained unchanged. Ge Wenyue, Shao Wei, Liu Feng, Yang Qi and Yang Haopeng hold a total of 42.45% of the shares of the listed company, becoming the new actual controller of the company. The number and proportion of shares held by Shenyawei remain unchanged and he is no longer one of the actual controllers of the company.
Comments
The change of the actual controller of Shanghai Kaixin is caused by the re-signing of the agreement of the original actual controller acting in concert.
· Jiuhua Tourism
The company received a notice from Anhui Jiuhuashan Cultural Tourism Group Co., Ltd. (hereinafter referred to as "Cultural Tourism Group") that Cultural Tourism Group and Anhui High-tech Industry Investment Co., Ltd. (hereinafter referred to as "Provincial High-tech Investment Co., Ltd.) signed the "Agreement on the Termination of the Agreement<表决权委托协议>", and the cultural tourism group terminated the voting rights corresponding to the 13,425,466 shares of Jiuhua Tourism (accounting for 12.13% of the total share capital of Jiuhua Tourism) exercised by the provincial high-tech investment group, which became effective after being jointly confirmed in writing by both parties to the agreement.
After the completion of the cancellation of the voting right entrustment, the controlling shareholder of the company will be changed from Provincial High-tech Investment to Cultural Tourism Group, and the actual controller of the company will be changed from the State-owned Assets Supervision and Administration Commission of the Anhui Provincial People's Government to the State-owned Assets Supervision and Administration Commission of the Chizhou Municipal Government.
Comments
This change of control is the dissolution of the voting right entrustment, and does not involve the actual payment of the transaction price.
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Progressive announcements
Process Announcement
NavInfo
The transfer of 147,843,309 shares (accounting for 6.22% of the current total share capital of the Company) from Beijing Yitang Xincheng Technology Partnership (Limited Partnership) (hereinafter referred to as "Yitang Xincheng") from China Siwei, the former major shareholder of the Company, has completed the transfer registration.
After the completion of the transfer of the share agreement, the largest shareholder of the company was changed from China Siwei to Yitang Xincheng, and Beijing Yitang Tongzhou Equity Investment Center (Limited Partnership), a wholly-owned subsidiary of Yizhuang State Investment, currently holds 80,000,000 shares of the company, accounting for 3.36% of the company's current total share capital.
After the completion of the transfer of the share agreement, Yizhuang Guotou will control a total of 9.58% of the voting rights of the company's shares. However, if there is no controlling shareholder or actual controller, it will not lead to a change in the control of the company, and there will be no harm to the interests of the listed company and other shareholders.
Comments
It is reported that Yizhuang SDIC is looking at NavInfo this time, and is fancying NavInfo's leading position in the fields of intelligent driving and high-precision maps. At present, NavInfo is one of the "picture vendors" with the most extensive cooperation with automobile OEMs in China. Recently, NavInfo held a user conference in Shanghai and released the latest products covering multiple segments of intelligent driving, such as the lightweight version of the pilot driving assistance system NOP Lite, lightweight and high-precision map HD Lite, and the automotive-grade MCU chip AC7870x, helping car companies improve the intelligent installation rate while reducing costs and increasing efficiency, and also demonstrating the company's comprehensive layout in the intelligent driving industry.
Camellia shares
Camellia shares (603615. SH) Termination of Agreement Assignment
On August 15, 2023, Mr. Chen Guanyu, one of the actual controllers of the Company, signed the Share Transfer Agreement with Mr. Chen Guanyu and Mr. Chen Guanyu intend to transfer 12,091,000 shares (accounting for 5.00% of the total share capital of the Company) held by him to Mr. Huang Jianfeng at a price of 9.38 yuan per share through the transfer of agreement.
Comments
The termination of this transaction may be related to the new 827 reduction rules.
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First announcement
First Announcement
High-tech development
The listed company intends to purchase 70% of the equity of Hua Kunzhen held by CDHTI Electronics Group, Gongqingcheng Hua Kun and Pingtan Yunchen by issuing shares and paying cash. The audit and evaluation of this transaction has not yet been completed, and the transaction price has not yet been determined, but it is expected to not exceed 3 billion yuan. The amount of matching funds raised by this transaction has not yet been determined. The transaction is expected to constitute a related party transaction and a major asset restructuring, but does not constitute a restructuring and listing.
Comments
The main business of the listed company is the construction industry and power semiconductor business. The construction industry is currently the company's largest source of income and profit, at present, the company is actively optimizing and disposing of businesses and assets that are not related to the company's overall development strategy, and the company is actively seeking new development opportunities and profit growth points to promote business expansion and diversified development.
The target company, Hua Kun Zhenyu, is a computing power industry enterprise, mainly providing computing, storage and other products and services. Through the acquisition of Huakun Zhenyu, the company will further enrich the types of business, help broaden the source of profit, achieve business expansion and profit growth, it is worth mentioning that the target company's assessed value-added ratio is 1,354.05%, corresponding to a static P/E ratio of 69.11 times.
The matter was recognized by investors in the secondary market, and the company's shares received 4 limit increases after the resumption of trading, and the company also received inquiries from the exchange, which mainly focused on the high valuation appreciation rate of the target company, the high asset-liability ratio of the target company (the external borrowing amount was about 4.9 billion yuan, and the asset-liability ratio was 96.82%) and the reasons for the large change in operating income in recent years.
Shenyang machine tool
The listed company intends to purchase 100% of the equity of Zhongjie Aerospace and 100% of the equity of Zhongjie Factory held by General Shenji Group through the issuance of shares, and purchase 78.45% of the equity of Tianjin Tianforging held by General Machine Tool Company. The audit and evaluation of this transaction has not yet been completed, and the transaction price has not yet been determined. The amount of matching funds raised by this transaction has not yet been determined. The transaction is expected to constitute a related party transaction and a major asset restructuring, but does not constitute a restructuring and listing.
Comments
The main products of listed companies are general-purpose machine tools, the main products of the target company Zhongjie Aerospace are CNC machine tools in the aerospace field, the main business of Zhongjie Factory is medium and high-end CNC machine tools, and the main products of Tianjin Tianforg are CNC heavy-duty hydraulic presses. This transaction will help the company form a complete product matrix and enhance the company's intelligent manufacturing capabilities. In addition, the counterparty is another enterprise controlled by the controlling shareholder of the listed company, and this transaction will also help the controlling shareholder fulfill its commitment to avoid intra-industry competition and safeguard the interests of the listed company and minority shareholders.
Huashen Technology
The listed company intends to issue shares to purchase 50% of the shares of Bohaoda, the underlying asset held by Sichuan Yuanhong, and 50% of the shares of Bohaoda held by Chengdu Bohaoda. At the same time, it intends to issue shares to no more than 35 specific targets to raise matching funds of $91 million. The assessed value of the underlying asset income method was 792.5754 million yuan, and the transaction price was determined to be 792.5754 million yuan after friendly negotiation between the two parties to the transaction, with an appreciation rate of 524.09%.
The actual controllers of the target company are Huang Mingliang and Ouyang Ping, who are the actual controllers of the listed company. Therefore, this transaction constitutes a related party transaction and a major asset restructuring, but does not constitute a restructuring and listing.
Comments
Before this transaction, the main business of the listed company was the research and development, production and sales of Chinese and Western patent medicines, biopharmaceuticals and big health products, as well as steel structure construction business. The target company takes synthetic biotechnology as the core and is engaged in the research and development, production and sales of animal feed additive inositol. After the completion of this transaction, the listed company will broaden its business scope, quickly realize its industrial layout in the field of synthetic biology, and enhance the company's profitability and development potential. It is worth mentioning that Tiangong Law Firm, which holds 20% of the shares of the subject of the transaction, plans to list its shares on the equity exchange, and Chengdu Yuanhong and its designee will participate in the delisting process.
Besmy
The listed company intends to pay cash to Shanghai Tongtong and Shanghai Choutong to purchase a total of 80% of the equity of the underlying asset held by them, Jielico. The transaction took June 30, 2023 as the evaluation base date, and adopted two methods of market method and income method, and finally used the income method evaluation result as the evaluation result of this transaction. The assessed value of the underlying asset income method was 435 million yuan, with an appreciation rate of 1,182.31%. The corresponding consideration for the 80% equity interest of Jelico is 348 million yuan. The actual controller of the target company is Hu Yong, a director of a listed company. Therefore, this transaction constitutes a related party transaction and a major asset restructuring, but does not constitute a restructuring and listing.
Comments
Before this transaction, the main business of the listed company was the research and development, production and sales of pesticide intermediates, pesticide raw materials and preparations. The target company is engaged in international trade of pesticide products. After the completion of this transaction, the target company will be included in the business system of the listed company, which is conducive to the global layout of the listed company, combined with the listed company's pesticide R&D and manufacturing capabilities and the global product marketing channels of Jilik, to realize the expansion of the listed company from pesticide manufacturing to pesticide international export registration and sales, and realize the extension from pesticide production to downstream sales channels.
Other matters
Other Matters
Songfa shares
Songfa shares terminated the planning of major asset restructuring, and the shareholders terminated the planning agreement for the transfer.
On June 12, 2023, the company plans to acquire 51%-76.92% of the equity of Anhui Liweineng held by Ningbo Liweineng through cash, after the completion of the transaction, Anhui Liweineng will become a holding subsidiary of Songfa Co., Ltd., and the company's main business will be to add energy storage lithium battery business on the basis of ceramic products.
At the same time, Lin Daofan, the second shareholder of the company, plans to transfer its 21.10% shares to Ningbo Liweineng, with a total price of 625 million yuan, a price of 23.85 yuan per share, and a premium rate of 21%, after the completion of this share transfer, Ningbo Liweineng will become the major shareholder of Songfa shares, and Lin Daofan's shareholding ratio will be reduced from 21.34% to 0.24%.
Comments
Songfa's main business is ceramic products, and its main business has shrunk in recent years, and it plans to find the second curve of performance growth through the acquisition of Anhui Liweineng Co., Ltd. Ningbo Liweineng was established in 2015, committed to new energy vehicles and energy storage market battery system research and development, manufacturing, marketing and technical services, its subsidiary Anhui Liweneng was established, registered capital of 1.3 billion yuan, focusing on energy storage and light vehicle power battery products and their system research and development, production and sales, the company's core products include 26700 series cylindrical cells, soft package energy storage cells, short knife cells, etc.
By the end of 2022, Anhui Liweineng has built 8 advanced and intelligent lithium battery production lines in Chuzhou City, Anhui Province, with a production capacity of 4GWh. At the same time, Anhui Liweineng has started the construction of the second phase of the Chuzhou project this year, with a planned production capacity of 6GWh, and plans to complete the construction of the 3GWh capacity of the first phase of the second phase within this year.
Four months after the transaction, the acquisition and restructuring was terminated, and the termination of this transaction may be related to the separation and listing of Hengli Petrochemical and Dalian Thermal Power Chips, a subsidiary of Hengli Group, the controlling shareholder of Songfa Co., Ltd. On October 11, Dalian Thermal Power announced that the transaction has been approved by the Dalian Municipal People's Government and the Dalian State-owned Assets Supervision and Administration Commission, which means that the restructuring transaction is about to be finalized.