Yangtze River Business Daily news ● Yangtze River Business Daily reporter Cai Jia
After more than five months of planning, Guangzhou state-owned assets entered the ownership of Runbang Shares (002483. SZ) has made substantial progress.
Recently, Nantong Prestige, the controlling shareholder of Runbang Shares, signed an agreement with Guangzhou Industrial Investment Holding Group Co., Ltd. (hereinafter referred to as "Guangzhou Industrial Holdings"), and Nantong Prestige intends to transfer the control of the listed company to Guangzhou Industrial Holdings in the form of an agreement to transfer shares and the entrustment of voting rights. After the completion of the transaction, Guangzhou Industrial Holdings will become the controlling shareholder of the listed company, and the Guangzhou Municipal People's Government will become the new actual controller of the listed company.
The total transaction price is 1.254 billion yuan, equivalent to a transaction price of 6.65 yuan per share, which is 21.35% higher than the closing price of Runbang shares on the trading day before the signing of the agreement.
At the same time as the premium transfer of control, the two parties to the transaction also set a corresponding performance commitment, that is, the total net profit attributable to the mother of Runbang shares from 2021 to 2023 is not less than 750 million yuan. In June this year, the company's performance commitment was no less than 600 million yuan for three years, which is equivalent to a 25% increase.
The increase in the number of performance commitments is also related to the continuous improvement of the operation of Runbang shares. Since the transformation began to be determined in 2015, the company has laid out high-end equipment + environmental protection industry dual main business in parallel. In the first three quarters of this year, Runbang achieved operating income of 2.886 billion yuan, an increase of 4.38% year-on-year; net profit of 265 million yuan, an increase of 82.84% year-on-year, which has exceeded the level of last year's annual performance.
Guangzhou Industrial Control premium 20% of the transfer of 20% equity
The change of ownership of Runbang shares consists of two parts: share transfer and voting rights entrustment.
According to the announcement, Nantong Prestige, the controlling shareholder of Runbang Shares, intends to transfer a total of 188 million shares of Runbang Shares held by it to Guangzhou Industrial Holdings, accounting for 20% of the total number of shares in the company. At the same time, Nantong Prestige agreed to irrevocably relinquish the voting rights involved in the 103 million shares of the listed company (accounting for 11.02% of the total share capital of the company) held by it within 60 months from the date of completion of the transaction.
Up to now, Nantong Prestige holds a total of 292 million shares of Runbang shares, accounting for 31.02% of the company's total share capital, and Wu Jian, the actual controller of the company, directly holds 1.6235 million shares of the company, accounting for 0.17% of the company's total share capital.
After the completion of this transaction, Guangzhou Industrial Holdings will directly hold 20% of the equity of Runbang shares, and Guangzhou Industrial Holdings will become the new controlling shareholder of the company. The actual controller of the company will be changed from Wu Jian to Guangzhou Municipal People's Government. Although Nantong Prestige retains 11.02% of the equity, it does not have the corresponding share voting rights.
The reporter of Changjiang Business Daily noted that Guangzhou State-owned Assets gave a higher premium to Runbang shares this time. In June this year, Runbang shares disclosed the change of ownership for the first time, disclosing that the transfer price of the subject shares was initially set at no higher than 6.69 yuan per share, that is, the valuation of 100% equity of the corresponding listed company was not higher than 6.3 billion yuan, and the total transfer price of the subject shares was initially set at no more than 1.26 billion yuan. As of the close of trading on June 18, the closing price of Runbang shares was 4.65 yuan per share, and the transfer price was 43.87% higher than the closing price.
Judging from the final transaction price, in this transaction, the target share price is 6.65 yuan / share, compared with the closing price of Runbang shares of 5.48 yuan / share on the trading day before the signing of the agreement between the two parties, which is 21.35% higher, and the corresponding transfer price is 1.254 billion yuan. After the resumption of trading on November 1, Runbang shares rose and stopped, closing at 6.03 yuan / share, up 10.04% on the day.
It is worth mentioning that if the share transfer is successfully completed, Guangzhou Industrial Control will form a substantial and effective control and supervision of the company by nominating 5 board members and nominating the company's chairman, supervisor, financial director and vice president.
The transformation of high-end equipment + environmental protection dual main business is effective
Ushering in the premium of State-owned Assets in Guangzhou, Runbang Shares itself also has a strong operating strength.
According to the data, Runbang Co., Ltd. was originally mainly engaged in various types of material handling equipment, ship supporting equipment, marine engineering equipment and other high-end equipment business, and was listed on the Shenzhen Stock Exchange in 2010. From 2012 to 2015, affected by many factors such as the decline in market demand, the high-end equipment business of Runbang co., Ltd. shrank, the operating performance was not ideal, and even lost money in 2015, and then began to plan for transformation.
Since 2015, Runbang has successively acquired part or all of the equity of Bluestar Environmental Protection, Zhengjie Environment, Luwei Environmental Protection, CNPC Environmental Protection, Jiangsu Lvwei and other companies, transforming into the field of environmental protection. In particular, in February 2019, the company acquired 73.36% of the equity of CNPC Environmental Protection for 990 million yuan by issuing shares.
After the restructuring of CNPC Environmental Protection, the profitability of Runbang shares has been significantly enhanced. In 2019 and 2020, the company achieved operating income of 2.314 billion yuan and 3.615 billion yuan respectively, an increase of 18.02% and 56.23% year-on-year, and net profit of 140 million yuan and 256 million yuan, an increase of 114.26% and 82.56% year-on-year. Among them, last year was also the first time since the listing of Runbang shares that the annual net profit exceeded 200 million yuan.
In the first three quarters of this year, Runbang achieved operating income of 2.886 billion yuan, an increase of 4.38% year-on-year; net profit of 265 million yuan, an increase of 82.84% year-on-year, which has exceeded the level of last year's annual performance.
The traditional high-end equipment business and the newly developed environmental protection business have worked together to become the main reason for the continuous improvement of the performance of Runbang shares. In the first half of this year, the two major business sectors of Runbang Co., Ltd., general equipment manufacturing and environmental protection industry, achieved revenue of 1.35 billion yuan and 459 million yuan respectively, an increase of 6.05% and 64.21% year-on-year, accounting for 71.43% and 24.29%.
Guangzhou Industrial Control, which is about to become the owner, has strong strength, ranking 291st among the top 500 Chinese enterprises in 2020 and 131st among the top 500 Chinese manufacturing enterprises.
It is worth mentioning that at the same time as the premium is entered, the two parties to the transaction have set up performance commitments, that is, the net profit attributable to the mother of Runbang shares from 2021 to 2023 will be no less than 750 million yuan, an increase of 150 million yuan and an increase of 25% compared with the commitment performance of the three-year net profit of not less than 600 million yuan when signing the intention agreement.
Runbang shares said that Guangzhou Industrial Holdings, as a large state-owned enterprise group, has become the controlling shareholder of the company, which can optimize the equity structure of Runbang shares, integrate the superior resources of all parties through the complementarity and mutual promotion of state-owned capital and private capital, and will further enhance the company's overall anti-risk ability and improve the level of corporate governance. At the same time, Guangzhou Industrial Holdings will provide runbang shares with multi-faceted empowerment support, including capital and industrial synergy, to further promote the orderly and healthy development of the company's various businesses.
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Editor-in-charge: ZB
This article originated from the Yangtze River Business Daily