Event
On December 13, 2015, Tianma Group signed a share transfer Agreement with Shenzhen Xingmei. Tianma Group plans to transfer all its shares (accounting for 20.67% of the company's total share capital) to Shenzhen Xingmei by agreement. The transfer price is 11.50 yuan per share, with a total amount of 1.358 billion yuan.
Brief comment
The efficiency of the company's main business is poor.
The company's main business is AKD series of paper chemicals, pesticide intermediates, API, pharmaceutical intermediates and phosgene derivatives. The net profit of returning to the mother in the first three quarters was 25.47 million yuan, down 37% from the same period last year, while the net profit of the company has declined year by year since 2012.
Lightning signing, huge deposit lock transaction
According to the equity transfer agreement, within one working day after the share transfer agreement is signed, Shenzhen Xingmei shall pay a deposit of 50 million yuan to the designated account of Tianma Group. The subsequent share transfer shall be carried out in three steps: 1) within five working days of the signing of the agreement, Shenzhen Xingmei shall pay 300 million yuan to release the pledge of the underlying shares (paid to the co-managed account), and after the pledge is lifted, both parties submit an application for share transfer corresponding to 350 million yuan (3043 million shares) to the relevant departments. 2) before February 5, 2016, Shenzhen Xingmei paid 504 million yuan to unpledge some of the underlying shares (paid to the co-managed account), then submit the corresponding application materials for share transfer; 3) pay the remaining 504 million yuan to the co-managed account before March 9, 2016, and submit the application materials for the transfer of the corresponding shares. Within three days after the completion of the transfer of the underlying shares, Shenzhen Xingmei shall cooperate with Tianma Group to cancel the co-managed account or transfer 504 million yuan from the co-managed account to the Tianma Jinghua designated collection account. If the regulatory authorities do not allow this transfer, Tianma Group shall return the deposit and equity transfer money received by Tianma Group to Shenzhen Xingmei without interest, and the two parties shall not be held responsible for each other.
Shenzhen Xingmei is expected to become the actual controller of the company.
If the above agreement is finally implemented, Tianma Group will no longer hold the company's shares, and Shenzhen Xingmei will become the largest shareholder of the listed company with a single voting right. The actual controller of the company will also be changed to Mr. he Yumin and Ms. Zhao Yanjun (the relationship is husband and wife). He Yumin and his wife currently control seven companies with a total registered capital of 2.54 billion yuan, according to Internet reports.
There are expectations for the injection of new energy assets
Shenzhen Xingmei Company focuses on the research and development and sales of new energy vehicle core system, with new energy pure electric vehicle motor, battery, electronic control technology, pure electric vehicle AC / DC fast charging technology. If the share transfer is successful, Shenzhen Xingmei does not rule out plans to sell, merge, joint venture or cooperate with others on the assets and business of Tianma Jinghua or its subsidiaries in the next 12 months, or a restructuring plan for the proposed purchase, replacement or asset injection of a listed company.
The company's performance is expected to grow rapidly
It is estimated that the company's EPS in 2015-2017 will be 0.06yuan, 0.12yuan, 0.20yuan respectively, corresponding to PE156, 78,47 times, taking into account the expected asset injection that may be brought about by the shareholder replacement.