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On June 12th, Caitong News (Journalist Chenkang) reported that Shanghai Milkground Food Tech (600882.SH) is finally solving the same-industry competition with its major shareholder Mengniu in the cheese business. The company announced tonight that it plans to acquire the 100% equity of Inner Mongolia Mengniu Cheese Co., Ltd. (referred to as 'Mengniu Cheese') held by Inner Mongolia Mengniu Dairy (Group) Co., Ltd. (referred to as 'Inner Mongolia Mengniu'), the controlling shareholder, for RMB 448 million. This transaction constitutes a related-party transaction.

It has been nearly three years since Inner Mongolia Mengniu became the controlling shareholder of Shanghai Milkground Food Tech. Inner Mongolia Mengniu and its indirect controlling shareholder, Mengniu Dairy Industry, have always had business overlaps and competition in cheese, liquid milk, and other businesses with Shanghai Milkground Food Tech. According to the 'Letter of Commitment to Avoid Same-Industry Competition' issued by Shanghai Milkground Food Tech, the company will inject the cheese business of Mengniu Dairy/Inner Mongolia Mengniu and its control companies into the company within 2 years from the completion date of the non-public offering of shares by Shanghai Milkground Food Tech to Inner Mongolia Mengniu (July 9th, 2021).

Investors have been paying close attention to the progress of the integration of cheese assets, but were greeted with a 'failed' result. At the annual general meeting of shareholders held by Shanghai Milkground Food Tech on June 21, 2023, it was approved to extend the deadline for Inner Mongolia Mengniu/Mengniu Dairy Industry to fulfill their commitment of injecting the cheese business into the company by another 12 months, which means the relevant commitments will be completed before July 9, 2024.

Shanghai Milkground Food Tech explained that since some of the cheese assets of Inner Mongolia Mengniu/Mengniu Dairy Industry as the promisors had overseas shareholders in the past, the equity has just been transferred overseas and internal restructuring and team integration of the promisors have not been completed yet, making it unable to fulfill the commitment before the original deadline.

Cheese products account for more than 70% of the revenue of Shanghai Milkground Food Tech. Its sluggish sales in 2023 led to a decrease of RMB 780 million in the company's main business income compared to 2022, a year-on-year decrease of 16.18%. Recently, when responding to a regulatory work letter from the Shanghai Stock Exchange, Shanghai Milkground Food Tech mentioned that the sales volume of cheese products in 2023 decreased by 17.44% year-on-year, and the revenue of each quarter was weaker than that of the same period of 2022, with a year-on-year decrease of RMB 230 million, RMB 170 million, RMB 150 million, and RMB 190 million, respectively. The decrease in revenue of cheese products was mainly due to the decrease in revenue of the company's largest-selling cheese stick product.

In the first quarter of this year, Shanghai Milkground Food Tech's cheese products are still under pressure. The revenue of this product was approximately RMB 785 million, accounting for about 82.60% of the company's revenue, a year-on-year decrease of RMB 26 million compared to the first quarter of 2023. With the decline of Shanghai Milkground Food Tech's stock price and business, the cooperation between 'the No.1 cheese stock' and the dairy industry giant is becoming awkward.

Will the injection of Mengniu Cheese become a stimulant? The financial report shows that the net income of Mengniu Cheese in the first quarter of 2023 and 2024 was in a loss state, with losses of RMB 3.374 million and 2.952 million, respectively. As of March 31st of this year, the total assets of Mengniu Cheese amounted to RMB 635 million, and the liabilities amounted to RMB 200 million.

In January 2020, Shanghai Milkground Food Tech introduced Mengniu, a strategic investor, to its subsidiary Guangze Dairy with an increased capital and share expansion. Mengniu held 42.88% of the equity of Guangze Dairy with RMB 458 million. On May 31st, 2023, Shanghai Milkground Food Tech purchased 42.88% equity of Guangze Dairy held by Mengniu with RMB 601 million. After the acquisition was completed, Guangze Dairy Technology became a wholly-owned subsidiary of Shanghai Milkground Food Tech, and Mengniu exited.

Guangze Dairy has two wholly-owned subsidiaries, Tianjin-based Shanghai Milkground Food Tech and Shanghai Zhiran Dairy Technology Co., Ltd. These two companies are important production and operation entities of Shanghai Milkground Food Tech's cheese products. This acquisition is also seen as the integration of Shanghai Milkground Food Tech's cheese business.

According to tonight's announcement, the acquisition proposal has been approved by the supervisory board meeting and still needs to be submitted to the shareholders' meeting for review. The second extraordinary shareholders' meeting to review this proposal will be held on June 28th.