Previously, Jiuliang shares (300808. SZ) has attracted the attention of the exchange due to the change of control. On the evening of May 16, the company replied to the relevant issues involved in the letter of concern.
The change of ownership of the company can be traced back to May 9, the company issued a reminder announcement on the signing of the "Share Transfer Agreement" and other agreements such as the "Share Transfer Agreement" by Zhuo Chuguang, the controlling shareholder and the actual controller, and Guo Shaoyan, Zhuo Yikai and Zhuo Yihao, who acted in concert. It is reported that Zhuo Chuguang and Guo Shaoyan are husband and wife, and Zhuo Yikai and Zhuo Yihao are the sons of the two.
After combing through the titanium media APP, it was found that the change of control of the company was divided into three steps.
The first step is that Zhuo Chuguang and Guo Shaoyan first carry out equity transfer, and the two will transfer their 18,266,900 shares of the company's unrestricted tradable shares (accounting for 11.42% of the company's total share capital) to Shiyan Zhongda Huixiang Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as Zhongda Huixiang).
The price of the equity transfer is 20 yuan per share, a premium of 18.69% compared with the closing price of 16.85 yuan on May 9, and the total transaction price is 365 million yuan.
The second step is to give up all remaining voting rights.
Zhuo Chuguang and his persons acting in concert (Guo Shaoyan, Zhuo Yikai and Zhuo Yihao) renounced all the remaining 79,156,300 voting rights held by him, accounting for 49.47% of the company's total share capital. Among them, Zhuo Chuguang and Guo Shaoyan hold 54.8005 million shares, accounting for 34.25% of the company's total share capital; Zhuo Yikai and Zhuo Yihao hold 24,355,800 shares, accounting for 15.22% of the company's total share capital.
The third step is the subsequent equity transfer.
According to the Share Transfer Agreement, within five working days after the restricted shares held by Zhuo Yikai and Zhuo Yihao are lifted (i.e., June 20, 2024), Zhongda Huixiang will continue to transfer 24,355,800 shares, and the transfer price shall be subject to the share transfer agreement signed at that time.
The company was established on May 7, 2024, and has not yet carried out business, and the actual controller behind it is the State-owned Assets Supervision and Administration Commission of Shiyan Municipal People's Government.
After the completion of the above three-step transaction, Zhongda Huixiang will hold 26.64% of the voting rights of the company's shares, becoming the largest shareholder and controlling shareholder of Jiuliang shares, and the State-owned Assets Supervision and Administration Commission of Shiyan Municipal People's Government behind it is the new actual controller of the company.
At the same time, Zhuo Chuguang's shareholding ratio will decrease from 30.75% to 23.07%, Guo Shaoyan's shareholding ratio will decrease from 14.91% to 11.18%, and Zhuo Yikai and Zhuo Yihao no longer hold shares in the company.
On May 10, Jiuliang received a letter of concern from the exchange on the change of control, requiring the company to explain whether the shares corresponding to the voting rights waived by Zhuo Chuguang, Guo Shaoyan and others can be transferred, whether the above-mentioned personnel have other share transfer plans in the future, and whether the company's control is stable after the completion of the equity transfer.
According to the reply letter, Zhuo Chuguang and Guo Shaoyan confirmed that they would not reduce their remaining shares of the company within 6 months after the signing of the formal agreement on this transaction (the corresponding shares were waived for voting rights). After the expiration of the 6-month period, if the two intend to further reduce their holdings, they will reduce their holdings in accordance with laws and regulations and in accordance with the relevant provisions of the Voting Rights Waiver Agreement, and do a good job in information disclosure.
The shares corresponding to the waiver of voting rights held by Zhuo Yikai and Zhuo Yihao will be transferred to Zhongda Huixiang after June 20, 2024, and after the transfer of this part of the shares, Zhongda Huixiang will resume the voting rights of this part of the equity, which will further stabilize the control of the company and will not adversely affect the stability of the company's control.
Titanium Media APP noticed that the actual controller of the company had already begun to retreat. Before the transfer of this agreement, Zhuo Chuguang and Guo Shaoyan had reduced their holdings in the company.
According to public information, Jiuliang shares were listed in November 2019, and the company's main business is engaged in the design, research and development, production and sales of LED lighting products. At the beginning of the listing, Zhuo Chuguang and Guo Shaoyan held 42.88% and 19.99% of the shares respectively.
Just after the three-year lifting period, the couple planned to reduce their holdings.
On December 5, 2022, Jiuliang Co., Ltd. issued a pre-disclosure announcement on the reduction of shares by the controlling shareholder, actual controller and employee shareholding platform, saying that the controlling shareholder Zhuo Chuguang and Guo Shaoyan, who acted in concert, would reduce their holdings of the company's shares by a total of no more than 49.131 million shares, that is, no more than 15.72% of the company's total share capital, in the form of block transactions due to capital needs. Among them, Zhuo Chuguang's reduction ratio did not exceed 10.72%, and Guo Shaoyan did not exceed 5%.
The next day, Jiuliang issued a correction announcement for the pre-disclosure announcement of the reduction of shares, reducing the proportion of Zhuo Chuguang and Guo Shaoyan to reduce their holdings by 6% and 2% respectively.
As of June 26, 2023, the period of Zhuo Chuguang and Guo Shaoyan's shareholding reduction plan expired, and Jiuliang announced the results of the above two's shareholding reduction. According to the announcement, Zhuo Chuguang and Guo Shaoyan reduced their holdings by a total of 3.16 million shares and cashed out a total of 39.1623 million yuan.
In terms of performance, Jiuliang shares increased revenue but did not increase profits in the year of listing, and the performance has deteriorated since then.
From 2019 to 2022, the company's revenue will be 880 million yuan, 706 million yuan, 629 million yuan, and 506 million yuan respectively, and the revenue scale will decline year by year; The net profit attributable to the parent company was 79.1361 million yuan, 38.3393 million yuan, 8.333 million yuan, -27.2365 million yuan and 41.3284 million yuan respectively. It can be seen that since 2019, the company's net profit has continued to decline, and there will be a loss in 2022.
Although Jiuliang shares successfully turned around its losses in 2023, the reason for its profit was that the company obtained a gain of 56.3246 million yuan from the sale of real estate in that year, so the company's non-net profit in 2023 was -6.5057 million yuan.
In the first quarter of this year, the company's performance has not improved, the company's revenue was 104 million yuan, a year-on-year decrease of 9.26%, and the net profit attributable to the parent company was -213,500 yuan, in a state of loss.
In the secondary market, the share price of Jiuliang shares hit a new low of 9.06 yuan on February 6 this year, and then the stock price rebounded, as of the close of May 17, the company's share price closed at 18.54 yuan, an increase of 3.58% (this article was first published in Titanium Media APP, author|Li Ruohan)