Interface News Reporter | Feng Yuchen
The main business is sluggish, and ST Yushun (002289.SZ), which has been losing money for three consecutive years, plans to inject high-quality assets.
The high-quality assets to be acquired are a specialized and special new enterprise, whose downstream customers include chemical enterprises and some government customers, ST Yushun sees its stable customer source and hopes to expand the LCD display business with the help of the target company's business needs and customer resources.
However, the ST Yushun wallet, which has been losing money for many years, is not abundant, so the controlling shareholder borrowed 20 million yuan. At the same time, the counterparty seems to be "kind", promising to use 75% of the transaction consideration to buy shares of listed companies until the performance commitment is fulfilled.
Although the valuation is as high as 100 million yuan, the office equipment owned by the target company is only worth 10,000 yuan before depreciation. In addition, the target company intersected with the controlling shareholder of ST Yushun and another listed company, ST Jiaoang (600530.SH), through relevant personnel.
The valuation is 100 million yuan, and there is only 10,000 yuan of office equipment
On the evening of April 7, ST Yushun announced that on April 3, it signed an asset purchase agreement with Bao Xiangbing and Zheng Lu, intending to purchase 75% of the shares of Shanghai Fubang Industrial Co., Ltd. (hereinafter referred to as "Fubang Industrial") from Bao Xiangbing and Zheng Lu for 74.25 million yuan in cash, and the proportion of transfer rights of Bao Xiangbing and Zheng Lu was 65% and 10% respectively. After the completion of this transaction, Fubang Industrial will become a holding subsidiary of ST Yushun.
As for the reason for the transfer, ST Yushun explained that the company's existing main business is affected by market demand and industry competition, and is facing certain pressure, and it is urgent to inject high-quality assets to improve profitability and asset quality, and form a new profit growth point.
The announcement also introduced the "high quality" of Fubang Industry.
Founded in 2008, Fubang Industry is a specialized and special new enterprise, mainly engaged in the design and assembly of gas detection instruments and emergency equipment, and has many years of industry experience in the field of gas detection instruments, and its toxic gas database and corresponding software algorithm analysis capabilities have certain technical advantages. Downstream customers include chemical enterprises and some government customers, and have established stable cooperative relations with a number of chemical parks, including Shanghai Jinshan Chemical Industry Park, Zhejiang Zhoushan Chemical Industry Park, etc.
ST Yushun believes that this transaction can leverage the business needs and customer resources of Fubang Industrial to expand the LCD display business.
Under the assessment of the income method, the appraisal price of Fubang Industrial, which has net assets of only 37.4468 million yuan at the end of 2023, will reach 105 million yuan, with an appraised value of 67.5532 million yuan, an increase of 180.40%.
Judging from the disclosed financial data, the performance of Fubang Industrial has indeed risen in the past two years, and the net profit of Fubang Industrial in 2022 will be 3.3868 million yuan, and it will increase to 9.6169 million yuan in 2023. From this point of view, the performance commitment set by this transaction does not seem to have much pressure on Fubang Industrial, that is, the audited adjusted non-net profit from 2024 to 2026 will not be less than 8 million yuan, 10 million yuan and 12 million yuan respectively, and the cumulative net profit for three years will not be less than 30 million yuan.
However, behind the "prosperity", the operating data of Fubang Industrial in 2023 did not show the same direction of growth, and the net cash flow of Fubang Industrial operating activities in 2022 was 11.8901 million yuan, but this figure in 2023 dropped sharply to 3.555 million yuan.
The specific scale of Fubang Industry is also inquisitive. The book value of the physical assets assessed by Fubang Industrial is 19.3428 million yuan, mainly inventory, investment real estate and fixed assets. Fixed assets include buildings, transportation equipment, office equipment and others.
Looking carefully, the electronic equipment in the fixed asset assessment of Fubang Industrial is only 4 office equipment such as computers and air conditioners, and the purchase time is 2022. The audit report shows that as of the end of December 2023, the original book value of Fubang Industrial office equipment before depreciation is only 10,000 yuan, which is far less than the value of the office vehicles purchased by the company, and the audit report shows that the transportation equipment included in the assessment includes Land Rover, Tesla, Buick and other office vehicles, with an original book value of 2.009 million yuan.
It is inevitable that people will question why the office equipment of the target company with an appraised value of up to 100 million yuan is so "simple" and what is the scale of office staff?
75% of the counterparty's price is used to purchase shares of listed companies
ST Yushun, which has been losing money for three consecutive years, has insufficient funds on its books to pay the consideration for the acquisition. As of the end of the third quarter of 2023, ST Yushun's monetary funds were 99.8989 million yuan.
ST Yushun said that the source of funds for this transaction includes the company's own funds and some shareholder loans, and will borrow no more than 20 million yuan from the company's controlling shareholder, Shanghai Fengwang Industrial Co., Ltd., to pay the transaction consideration for the acquisition.
On the other hand, the counterparty of the transaction, Fubang Industrial, also showed "thoughtfulness". According to the announcement, Fubang Industrial agreed to collect 75% of the total after-tax amount of the transaction consideration for the purchase of ST Yushun shares, and voluntarily locked and pledged the purchased shares to other parties designated by ST Yushun, and the lock-up period and pledge period are from the date of stock purchase to the expiration of the performance commitment period and the counterparty has fully fulfilled the corresponding compensation obligations.
That is, ST Yushun borrowed money from the controlling shareholder to acquire high-quality assets, and the counterparty promised to buy ST Yushun shares with 75% of the money after selling the assets as a guarantee for the completion of performance. As for why the counterparty is willing to make such a "commitment" on top of the performance commitment, ST Yushun Board Secretary Office responded to Jiemian News that it is not clear about this.
It is worth noting that there is an intersection between Fubang Industrial and ST Yushun's controlling shareholder and another listed company, ST Jiaoang, through relevant personnel.
First of all, the actual controller of Fubang Industry is Bao Xiangbing, Tianyan check shows that in 2019, Bao Xiangbing participated in Shanghai Jingte Medical Service Co., Ltd., with a shareholding ratio of 10%, and the actual controller of this company, Le Xiaohua, is also the actual controller of Zhejiang Jinyuan Trading Co., Ltd., and Jiao Changxia and Zhang Shun are the company's executives.
It can be further found that Jiao Changxia is a supervisor and shareholder of Shanghai Yunjian Industrial Development Co., Ltd., the controlling shareholder of ST Jiaoang, another listed company, Zhang Shun is a supervisor of ST Jiaoang, and the legal representative of several subsidiaries such as Shanghai Nord Biological Industry Co., Ltd., Shanghai Onlly Industrial Co., Ltd., and Shanghai Jiaoda Onlly Biological Products Sales Co., Ltd.
What is the relationship between ST Jiaoang and ST Yushun? The chairman of the two companies is Ji Min. The current controlling shareholder of ST Yushun is Shanghai Fengwang Industrial Co., Ltd., the actual controller is Zhang Jianyun, and the current controlling shareholder of ST Jiaoang is Shanghai Yunjian Industrial Development Co., Ltd., and the actual controller is Ji Lin. On May 23, 2023, Ji Lin transferred 5% of the equity of Shanghai Fengwang Industrial Co., Ltd. Some media have reported that Zhang Jianyun and Ji Lin and Ji Min are in a mother-son relationship.