Text | Zhang Jiaru
Guangzhi Technology, an A-share listed company with a market value of 3.1 billion yuan, wants to acquire the main equity of a unicorn company with a valuation of 10 billion yuan.
Recently, Guangzhi Technology announced that it is planning to purchase 44.9119% of the shares of Pioneer Electronic Technology Co., Ltd. (hereinafter referred to as "Pioneer Electronic Technology Co., Ltd.") and other shares held by other shareholders by issuing shares to obtain control of Pioneer Electronics Technology Co., Ltd.
Pioneer is a unicorn enterprise with a valuation of 10 billion yuan, and is the first company to realize the localization of large-size indium tin oxide (ITO) targets, and the company's ITO target shipments have reached the first place in the world.
Guangzhi Technology's latest market value is 3.136 billion yuan, and the net profit loss attributable to the parent company has been two and a half years, how can it climb the "high branch" of Pioneer Conductive Technology?
It turned out that this was a related party acquisition, and the controlling shareholder of Pioneer Electrical Technology was controlled by Zhu Shihui, the actual controller of Guangzhi Technology.
This related party acquisition is a key step for Guangzhi Technology to "turn over the salted fish". In 2019, Zhu Shihui became the owner of CALC to promote the company's transformation and change its name to Guangzhi Technology, which has fallen into a loss quagmire in recent years.
Now, Zhu Shihui promotes the restructuring of Guangzhi Technology, taking into account the turnaround of listed companies and the listing of its assets, which can be described as killing two birds with one stone.
"Snake swallowing elephant" reorganization, Zhu Shihui's "killing two birds with one stone" abacus
In this restructuring case, the valuation of LEAD has attracted attention from the outside world.
According to the company's information, LEAD has had multiple rounds of financing, including in September 2022, LEAD completed a B round investment of up to 4.5 billion yuan led by the fund of CICC Capital Management Department, and after the completion of this round of financing, the company's valuation exceeded 14 billion yuan.
The latest round of financing took place in June 2023, when LEAD completed the strategic financing of Beijing CIFI Investment, although the exact amount was not disclosed.
On July 26, the "2024 Hurun China Top 100 New Material Enterprises List" was released, and Pioneer Electric was selected, with a value of 21 billion yuan.
Whether it is a valuation of 14 billion yuan or a value of 21 billion yuan, the 44% equity value of Pioneer Technology is much higher than the latest market value of 3.136 billion yuan of Guangzhi Technology. It can be seen that this is a snake-swallowing elephant reorganization.
As the major shareholder behind the two companies, Zhu Shihui will match Guangzhi Technology to acquire control of Pioneer Electrical Technology, which can achieve the effect of "killing two birds with one stone".
On the one hand, Pioneer Electric Technology took this opportunity to achieve the listing of major assets, and on the other hand, the performance of Guangzhi Technology may welcome a turnaround, and the valuation will usher in changes.
Previously, LEAD had a separate IPO plan.
Pioneer is committed to the development, production, sales and recycling of sputtering targets and evaporation materials for vacuum coatings. According to public information, Pioneer Electronics has been selected into the Hurun Global Unicorn List for three consecutive years, and its ranking has risen from 951 to 320.
According to the disclosure of Guosen Securities, on February 18, Pioneer Electric Technology Co., Ltd. went through the counseling and filing registration with the Jiangsu Securities Regulatory Bureau, and planned to make an initial public offering of shares and go public.
According to the filing information, on February 2, Pioneer Electric Technology signed a counseling agreement with Guosen Securities, and the counseling will last until May. The content of the counseling in May is to "conduct a comprehensive assessment of whether the company meets the conditions for issuance and listing, and assist the company in preparing the initial public offering of shares and listing application documents in accordance with relevant regulations".
In other words, if it goes well, Pioneer is expected to file an IPO in the first half of the year. However, from the current point of view, the listing path of LEAD is not an independent IPO.
According to the disclosure of Guangzhi Technology, the company intends to purchase 44.9119% of the shares held by LEAD Rare Materials through the issuance of shares, and also intends to purchase the shares held by other shareholders of the target company.
The transaction intention of the remaining shareholders of LEAD has not yet been finalized, and Guangzhi Technology expects to disclose the final counterparty, the scope of the underlying assets and other specific plans before October 21.
It is worth noting that in April, an investor asked Guangzhi Technology on the interactive platform: At present, there are rumors that part of the business of the pilot group is backdoor Guangzhi Technology, please ask whether there is a restructuring plan at present.
Guangzhi Technology did not deny or affirm, saying that the major matters involved in the company will be in strict accordance with laws and regulations and the rules of the Shenzhen Stock Exchange to fulfill the review procedures and information disclosure obligations in a timely manner.
Pioneer is a subsidiary of Pioneer Group, and now, the acquisition of the equity of Pioneer Electronics Technology is expected to constitute a major asset restructuring.
In fact, the reorganization between Guangzhi Technology and the business of Pioneer Group has been traced several years ago.
After two and a half years of losses, Guangzhi Technology "turned over"?
In 2019, Yuebang Investment, an enterprise controlled by Zhu Shihui, became the controlling shareholder of CALC through the transfer of shares and entrustment, and Zhu Shihui became the actual controller of CALC.
CALC's main business is the production, R&D and sales of high-performance aluminum alloy materials and machined parts. After Zhu Shihui became the owner, the company built a new "infrared optics and laser device industrialization project" to form a dual main business model of infrared optics and laser devices and high-end aluminum alloy materials.
In November 2021, the abbreviation of CALC Securities was changed to "Guangzhi Technology".
Before Zhu Shihui became the owner of CALC, he had a dream of going public. As early as 2012, Guangdong Pioneer Rare Materials Co., Ltd. (hereinafter referred to as "Pioneer Rare Materials") had broken through the GEM, but failed.
LEAD is a subsidiary of LEAD Group and the controlling shareholder of LEAD. In 2019, after Zhu Shihui won control of CALC, it triggered speculation about the listing of the leading rare material curve.
Judging from the actual situation, after Zhu Shihui became the owner, the business of Guangzhi Technology changed, but there was no further restructuring action to acquire the equity of the leading rare materials.
Now, Guangzhi Technology plans to acquire 44.9119% of the shares of Pioneer Electrical Technology held by Pioneer Rare Materials, once the acquisition is successful, Pioneer Rare Materials will also indirectly fulfill the dream of listing, and the performance of Guangzhi Technology is also expected to "turn over".
According to the data, from 2019 to 2023, Guangzhi Technology's revenue increased from 129 million yuan to 1.011 billion yuan, but after deducting non-profits, it lost 4 years in 5 years, and only made a profit of 9.27 million yuan in 2020.
In the two years of 2022 and 2023, Guangzhi Technology will continue to lose money, and the total net profit attributable to the parent company and the non-net profit loss will exceed 350 million yuan in both years. In the first half of 2024, the company will lose both the parent and the non-net profit.
As for the reasons for the loss, Guangzhi Technology mentioned in the financial report that the company set up a back-end product sales team, and the sales expenses increased significantly; The number of R&D personnel has increased and R&D investment has increased, and R&D expenses have doubled.
What is the performance of Pioneer Electric? Neither Guangzhi nor previous counseling materials have been disclosed. According to media reports, the strength of the Pioneer Electrical Division is good.
According to reports, the person in charge of the pilot electrical base said that with the rapid growth of heterojunction and perovskite solar cells, ITO targets will usher in the next outbreak period, and with only one product of ITO targets, the company can achieve an output value of more than 10 billion yuan in the next year.
So, as a powerful unicorn company, why didn't Pioneer Technology IPO independently, but chose to be acquired by a listed company?
Some venture capitalists said that the "Six Mergers and Acquisitions" recently issued by the China Securities Regulatory Commission encourage and support listed companies to inject high-quality assets and enhance investment value, which brings prerequisites for the restructuring of Guangzhi Technology.
In addition to the opportunity of the policy, for Zhu Shihui, his Guangzhi Technology has been losing money for many years, whether it is to turn around losses or boost the confidence of the secondary market, it needs a good medicine, and the purchase of assets is an important magic weapon to turn around.
The acquisition is expected to constitute a major asset restructuring, and there are still many uncertainties, and it remains to be seen whether it can be successfully completed. We will continue to pay attention to the progress of Guangzhi Technology's asset acquisition.