Financial Associated Press, October 31 (Reporter Wu Weiling)Under the predicament of "there is no way out without changing careers", "living to death" has become a new choice. 002277.SZ, whose performance continued to decline and the debt of its controlling shareholders topped, decided to "welcome the new owner and change the track" after a long delay, and last night threw out a rescue plan of "undertaking debt + injecting assets".

Last night, Youa shares announced that the controlling shareholder Hunan Friendship Apollo Holdings Co., Ltd. (hereinafter referred to as "Youa Holdings") signed the debt acquisition Framework Agreement on October 30. It is proposed to transfer its 27.5% stake in Youa shares to Micro Chuangchuang Intermediate Semiconductor (China) Co., Ltd. (hereinafter referred to as "Mini Chuang Intel") or its nominee. And the subsidiary set up by Micro Chuangchuang Int in Changsha will undertake 1.4 billion yuan of foreign debt principal from Youa Holdings.

It is worth noting that after this equity transfer, Mini Chuang Intel must complete the asset injection of not less than 1 billion yuan in energy storage, photovoltaic, new energy, big data, charging piles and other related businesses within 3 to 12 months. Youa shares' original business segment was handed over to the original team to be responsible for operation by way of leasing or contracting management.

At present, Youa Holdings holds a 32.02% stake in the company. The announcement mentioned that the acquisition may involve changes in the company's controlling shareholders and actual controllers. The relevant person in charge of the company told the Financial Associated Press on the evening of October 30 that the acquisition required the consent of Changsha SASAC, which "has been reported today."

According to the announcement, Mini Chuang Intel was founded in 2015, and its business scope includes R & D and design of semiconductor products, assembly and processing of computers and related products, photocopying machines, fax machines, printers and communication electronic products.

According to SkyEye survey data, there are up to 9 companies directly and indirectly controlled by Mini Chuang Intel, covering electronic equipment manufacturing, software and information technology services, new energy vehicles and other businesses.

A person close to this acquisition said, "Mini Chuang Intel is an investment enterprise group with a lot of industrial capital, and its overall strength is still very good at present."

As the largest department store retail company in Hunan, Youa shares operates in department stores, OUTLETS, shopping malls, convenience stores, professional stores and online shopping platforms. At present, there are 14 stores and 60 convenience stores such as Friendship Store AB Pavilion and Friendship Mall offline, and online shopping platforms such as "Youa overseas Shopping", "Youawei Store" and "Youashi".

But the company's performance has been weak in recent years. According to the company's three-quarter report released last night, the company achieved operating income of 1.001 billion yuan during the reporting period, down 32.16% from the same period last year, and net profit of 87.2108 million yuan, down 36.43% from the same period last year. As for the decline in revenue, the company said it was mainly due to the transfer of part of Ningbo Oupaiyi luxury International Trading Co., Ltd. in July last year, which was no longer included in the consolidated statement, affecting operating revenue by 440 million yuan compared with the same period last year.

The company's semi-annual report mentioned that in the first half of the year, Hunan Changde Friendship Apollo Co., Ltd., Chenzhou Friendship Apollo Commercial Investment Co., Ltd., affected by the lack of consumer momentum, revenue fell short of expectations and suffered large losses.

It is worth mentioning that Youa shares are also under a lot of pressure to repay debts, with short-term loans as high as 2.504 billion yuan and non-current liabilities due within one year of 680 million yuan. In addition, the controlling shareholder Youa Holdings also faces a lot of debt pressure. By the end of September 2022, Youa Holdings had a debt of 13.817 billion yuan, an asset-liability ratio of 66.56%, and a quick ratio of 0.26.

In May last year, Youa shares announced that Youa Holdings had a number of overdue debts. China Merchants Bank has filed a lawsuit against the overdue 100 million yuan commercial acceptance bill; China Minsheng Banking Corp's 20 million loan is overdue and has been extended; and the Guangzhou Development Bank's 90 million loan maturing in advance has reached a settlement.

According to the company's semi-annual report, Youa Holdings overdue the commercial acceptance of the bill in China Merchants Bank Changsha Branch, and the latter has filed a lawsuit and ruled that Youa Holdings and Youa supermarket Branch should pay 98.5335 million yuan in principal and related interest to China Merchants Bank Changsha Branch. In addition, Hunan Shuntian Construction Group also filed a lawsuit against Youa Holdings, including 29.8452 million yuan in principal and interest. By the end of the last half year, Youa Holdings has paid 7.3 million yuan to Shuntian, and the balance is being reconciled.

On March 22 last year, Youa shares issued a reminder announcement that major shareholder Youa Holdings intends to introduce new strategic investors, but there has been no progress since then. Now, towards the end of the year, a new samurai in white has finally emerged, which may also be "good news" for investors who hold shares in the company. However, the company's announcement last night also suggested that "this transaction is still in the planning stage, intention stage, there is uncertainty."