① Regarding holding Nanfu Battery, the company threw out the restructuring plan for the third time; ② the transaction amount is expected to be around 1,955 million yuan; ③ the company still has not obtained 100% of Nanfu Battery's shares after the transaction is completed; ④ the company paid an additional 140 million yuan to lock in the next round of shares in the transaction ahead of schedule.
Financial Services Association, March 25 (Reporter Luo Yichen) With the goal of fully controlling Fujian Nanping Nanfu Battery Co., Ltd. (“Nanfu Battery”), Anfu Technology (603031.SH) launched an asset restructuring plan for the third time after a lapse of one year, with a scale of 1,955 billion yuan.
It is worth mentioning that after many transactions, the listed company is still far from obtaining 100% of Nanfu Battery's shares. In order to avoid long nights, Anfu Technology spent an additional 140 million yuan to lock in shares in the next round of transactions ahead of schedule.
Due to the complex shareholding structure, Anfu Technology's battle for control of Nanfu Battery has always revolved around the acquisition of shares in the latter's parent company, Ningbo Yajin Electronic Technology Co., Ltd. (hereinafter referred to as “Yajin Technology”) and Anfu Energy, the parent company of Ajin Technology.
Nanfu Battery Equity Structure Chart, Source: Tianyancha
This restructuring plan is no exception. This evening, Anfu Technology announced that it plans to purchase the remaining 37.75% of Anfu Energy's shares and 5% of Ajin Technology's shares. The estimated prices are 1,580 billion yuan and 375 million yuan, respectively. The transaction will be carried out by issuing shares and paying cash.
After the transaction was completed, Anfu Energy became a wholly-owned subsidiary of the listed company. The listed company controlled 56% of Ajin Technology's shares through Anfu Energy, thereby increasing its control over Nanfu Battery.
It is worth noting that although the listed company has actually firmly controlled Nanfu Battery after completing this transaction, Anfu Technology also announced that it will pay a deposit of 140 million yuan in exchange for its special purchase rights for all 734 million shares under the name of Asia Jin Technology's second-largest shareholder. The period of validity is from the entry into force of the agreement until March 31, 2023.
Through the previous two asset restructurings, although the listed company controlled Nanfu Battery, it was limited by the shareholding ratio, and the actual performance boost was limited. According to the disclosure, from 2022 to 2023, thanks to Nanfu Battery's contribution, Yajin Technology exceeded its performance commitment target for two consecutive years. Among them, net profit to mother was 677 million yuan in 2023, but the net profit of listed companies during the same period was only 116 million yuan.
In this context, it is reasonable for Anfu Technology to continuously increase its shareholding ratio in Ajin Technology. According to reports, in 2019, after Yuan Yonggang joined Anfu Technology, the listed company immediately began transformation, divested the department store retail business, which had continued to lose money, and made the acquisition of Nanfu Battery to convert to consumer batteries as a development strategy.