维持增持评级 。公司间接控股股东杭州资本对外投资浙江盈德交易事件发生变化，对公司目前经营业务影响较小。公司管道气业务加速发展，零售气体价格有望随下游需求复苏持续回暖，公司盈利能力有望回升。维持公司2024-26 年EPS 为1.05/1.37/1.67 元，维持目标价34.25 元，增持评级。Introduction to this report:
Hangzhou Capital, the indirect controlling shareholder of the company, plans to indirectly participate in Zhejiang Yingde Investment as an LP through its subsidiary Hangzhou Industrial Investment. The change in the transaction structure will have little impact on the company's current business.
Key points of investment:
Maintain an increase in holdings rating. Changes have occurred in the transaction incident where Hangzhou Capital, the indirect controlling shareholder of the company, invested in Zhejiang Yingde, with little impact on the company's current operations. The company's pipeline gas business is developing at an accelerated pace, retail gas prices are expected to continue to pick up as downstream demand recovers, and the company's profitability is expected to pick up. Maintain the company's 2024-26 EPS of 1.05/1.37/1.67 yuan, maintain the target price of 34.25 yuan, and increase the rating.
Original deal: Hangzhou Capital plans to acquire 100% of Zhejiang Yingde's shares as the buyer's largest shareholder in SPV1. On April 28, 2023, Hangzhou Capital plans to jointly invest with other investors to establish a buyer SPV1 to acquire 100% of Zhejiang Yingde's shares held by Yingde Hong Kong. Hangzhou Capital holds 30% of the buyer's SPV1 shares as the largest shareholder, and actively promised to push Hangshi Co., Ltd. to sign an asset restructuring agreement with SPV1 within 36 months of completing the transaction.
The current transaction has changed to: Hangzhou Capital plans to indirectly participate in Zhejiang Yingde Investment as an LP through its subsidiary Hangzhou Industrial Investment. On November 21, 2024, the company announced the progress of foreign investment matters involving indirect controlling shareholders. The seller (Yingde Hong Kong, Gas Power) signed separate transaction agreements with several investors, agreeing to jointly invest in the establishment of “Buyer SPV2” to acquire 100% of Zhejiang Yingde's shares. Hangzhou Industrial Investment, a wholly-owned subsidiary of Hangzhou Capital, plans to co-invest in Hangzhou Hangmeng with other investors as an LP. Hangzhou Hangmeng's investment ratio in the buyer's SPV2 is 19.55%, and it is not the buyer's largest shareholder in SPV2.
There is great uncertainty about the original integration plan after the transaction is completed. After the transaction is completed, Hangzhou Industrial Investment will indirectly participate in Zhejiang Yingde's investment as an LP. Hangzhou Capital does not have decision-making power and management power, and cannot directly or indirectly exert a decisive or significant influence on Zhejiang Yingde's management and capital operation plans, etc., and there is great uncertainty about whether it can promote future potential integration plans.
Risk warning: 1) The asset integration plan is uncertain; 2) retail gas prices have fallen short of expectations; 3) the commissioning of electronic bulk gas projects falls short of expectations; 4) downstream demand falls short of expectations.
