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沃施股份(300483):再次增发收购后对中海沃邦持股权益增至48% 债转股有利于缓解公司债务压力

天風證券 ·  Mar 28, 2019 00:00  · Researches

The company plans to purchase an additional 41% of Wo Jin Energy's shares. After the transaction, the company will enjoy 48.32% of CNOOC's shares. The company will resume trading today and announce a restructuring plan: the company originally held 51% of Wojin Energy's shares, and other shareholders held 49% of Wo Jin Energy's shares; the company plans to issue shares to buy another 41% of Wo Jin Energy's shares, thus indirectly purchasing 11.15% of CNOOC's shares. Prior to this transaction, the company controlled 50.50% of CNOOC Wobang's shares and enjoyed a share ratio of 37.17% of CNOOC Wobang; after the transaction, the company still controlled 50.50% of CNOOC's shares, and the equity ratio of CNOOC Wobang increased to 48.32%. The company's main financial data, such as net assets and net profit from its mother, increased, and its profitability and resilience to risk would improve. Furthermore, the company will discuss the addition of a non-independent director and an independent director. The addition of housing rental business in the “Articles of Association” is expected to increase the company's performance. The company's total share capital will increase by 21.37 million shares to 123 million shares. Debt-for-equity swaps will help ease the company's debt pressure. The estimated transaction price of 100% of Haiwobang's shares in this transaction is 5-5.5 billion yuan, and Wojin Energy's 41% share price is 5576-6133.6 million yuan. The company plans to issue an additional 21.3714 million shares to purchase assets at a price of 28.7 yuan/share. After the transaction is completed, the company's total share capital will increase from 1.02 shares to 123 million shares, and the new shareholders' shareholding ratio to the company will be 10.99% and 6.34%. The company's shareholding ratio for the company's original co-actors will decrease from 28.21% to 23.32%, and the company's controlling shareholders and actual controllers will not change. In 2018, Wojin Energy acquired 27.2% of CNOOC Wobang's shares with 1,224 billion yuan in cash. The additional recipients provided shareholder loans of 575 million yuan, and will continue to provide the remaining unpaid cash purchases. This debt-for-equity swap is conducive to reducing the company's balance ratio and the company's healthy operation. Optimistic about the future development of CNOOC Wobang, the company promised to continue cash acquisitions until 67% absolute holding company is optimistic about CNOOC's future development. In November '18, the company signed a “Letter of Intent to Acquire” with the former shareholders of CNOOC Wobang. After CNOOC Wobang's 18-year performance gamble is completed, the company will continue to acquire 16.50% of the shares in cash, thus controlling 67% of CNOOC's shares and becoming its absolute controlling shareholder. CNOOC is a professional unconventional natural gas extraction enterprise. It cooperates with CNPC to develop dense gas in Shilou West; in '17, gas sales volume was 6300 million square meters, up 125% year on year; revenue was 770 million yuan, up 112% year on year; net profit was 3.1 billion yuan, up 175% year on year; H1 gas sales volume was 363 million square meters in 2018 and 2020, with net profit of about 3.63/4.56/554 million yuan. Profit forecast: The company's performance forecast shows that net profit for 2018 was about 5.03 million yuan, so we lowered our profit forecast for 2018 from 8.03 million yuan to 5.03 million yuan. At present, the company has not announced the consolidated financial report. For the time being, we maintain our profit forecast for the time being in an unbalanced situation: net profit is expected to return to the mother's net profit of 1896/28.68 million yuan in 19-20. In addition, we gave and presented a profit forecast for the exam: ① Regardless of this restructuring, CNOOC Wobang's 50.5% equity (actual equity is 37.17%) was combined, the company's net profit in 19-20 was 1.25/157 million yuan; ② With the completion of this restructuring, CNOOC's actual 50.5% equity was consolidated, and the company's net profit from 19-20 was about 235/285 million yuan; ③ After completing the 67% equity acquisition of CNOOC, the company's net profit from 19-20 was about 335/285 million yuan; After completing CNOOC's 67% equity acquisition, the company's net profit from 19-20 was about 3.10/3.76 billion. Risk warning: valuation risk of assets to be purchased, risk of transactions being suspended/cancelled, gas production falling short of expectations

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