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【国金证券】南岭民爆:南岭收购神斧异议股东股权,整合继续推进

國金證券 ·  May 15, 2012 00:00  · Researches

Commenting on Nanling's acquisition of dissenting shareholders to cleverly coordinate the interests of all parties: Jinrui Trading obtained 4.9% of Shenxi's shares at a price of 77.42 million yuan in March 2011. Through negotiations between the two parties, Nanling now acquired Jinrui shares held by Jinrui Trading at a price of 84.3565 million yuan; as a result, Jinrui Trading obtained an ideal exit channel for investment and avoided the lock-up period after holding targeted increases in shares; after the completion of this equity acquisition, the number of dissenting shareholders at the previous shareholders' meeting was reduced to four, accounting for 17% of Shenxi Minbang's total share capital. On October 15, 2011, Shenji Minbang held a shareholders' meeting to review the merger between Nanling and Shenshi, and passed the merger absorption bill with 78.10% in favor. Among them, five shareholders including Silicon Valley Paradise, Jinrui Trading, Zhou Yuan Jiuding, Wenjing Jiuding, and Ouwen Jiuding voted against at this shareholders' meeting, accounting for 21.90% of the total share capital of Shenji Minbo. The merger has been completed at the group level through free equity transfer: the actual controller of the company, the Hunan Provincial State-owned Assets Administration Commission, transferred 100% of Nanling Group's shares and 100% of Shenxi Investment's shares to Hunan Xintiandi Investment Holding Group (100% owned by the Hunan State-owned Assets Administration Commission); after the equity transfer, Xintiandi Group will indirectly hold 67.97% of the company's shares through Nanling Group and indirectly hold 59.96% of the shares of Shenxi Minbang through Shenxi Investment; at the same time, as the newly appointed indirect controlling shareholder of Nanling Minbo, the Xintian Industry, will resolve competition with Xintian Land Group promises to issue shares within 24 months This is a way to inject tremendous popularity into publicly traded companies. The final plan is about to be announced: the company has previously announced that it will adjust the stock exchange, absorption, and merger plan to adjust the share exchange, absorption, and merger of the Shenaxe Minbang plan to purchase shares held by them to Shenaxe Minbang shareholders; the company promised to disclose the restructuring report on May 20. The investment recommendation is that we maintain our forecast. Assuming that none of the dissenting shareholders of Shenxie Minbao will exercise their cash options and that the maximum share capital is diluted, the corresponding EPS for 2012-2014 is: 1.75 yuan, 1.95 yuan, and 2.12 yuan. Considering that after the company's absorption and merger is completed, it will expand downstream (integration of sales channels within the province, cooperation in blasting services within and outside the province), we gave the company 20x12PE with a target price of 35 yuan, so we recommend buying it.

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