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南京熊猫(600775)公司点评:股东股权状况持续调整 关注军工资产注入
Nanjing Panda (600775) Company comments: shareholders' equity situation continues to adjust and pay attention to the injection of military assets

华金证券 ·  {{timeTz}}

投资要点 中电熊猫以现金大幅增资熊猫集团,现金充足便于资本运作:2016 年2 月20 日,熊猫集团获得控股股东中电熊猫的大幅增资。熊猫集团原注册资本在中国华融和中国长城退出时由12.66 亿元变更为7.20 亿元,减少5.46 亿元。根据熊猫集团关于股权重组的董事会决议和股东会决议,熊猫集团在本次股权重组中减少的注册资本及相应权益建议由中电熊猫等其他投资人按市场原则注入相应的现金和资产补足。但是实际执行中,中电熊猫以现金增资熊猫集团9.13 亿元,注册资本不但达到而且超过原来水平达到16.33 亿元。中电熊猫旗下有第一家与门从事电子对抗装备研究生产的单位(国营第9247 厂南京科瑞达)和我国军用电子装备主要科研生产基地(国营第720 厂南京长江电子),这两家公司和熊猫集团平级,熊猫集团有可能向中电熊猫贩买这两家公司。 熊猫集团股权结构调整,单一股东强化旗下资产控制力:2015 年8 月26 日,公司的直接控股股东熊猫集团调整了股权结构。调整后,中国华融和中国长城退出熊猫集团股权,获得南京熊猫股权和现金,熊猫集团的原大股东中电熊猫实现100%控股。在中国电子信息集团积极推进集团资产证券化和业务整合的大背景下,我们认为,南京熊猫有可能获得集团的优质资产注入,最有可能的是直接股东注入汉达科技的军用无线电通信对抗装备资产。考虑到中电熊猫是熊猫集团的单一大股东,还有可能向熊猫集团出售长江电子、科瑞达的军用电子装备资产用于注入南京熊猫。 投资建议:我们认为,单一股东的熊猫集团在拥有大量资金后,联同南京熊猫贩买相关资产注入上市公司的条件更趋成熟。潜在注入资产2014 年的收入和净利润分别为25 亿元和4.5 亿元,分别是南京熊猫的72%和230%。我们维持“买入-A”的投资评级,6 个月目标价为21.50 元。 风险提示:集团对军工资产注入的安排不达预期;主营业务收入不达预期;等等。

Main points of investment CLP Panda has significantly increased its investment in Panda Group with cash, which is sufficient to facilitate capital operation: on February 20, 2016, Panda Group received a substantial capital increase from controlling shareholder CLP Panda. The original registered capital of Panda Group was changed from 1.266 billion yuan to 720 million yuan when Huarong and Great Wall of China withdrew, a decrease of 546 million yuan. According to the resolution of the board of directors and the shareholders' meeting of Panda Group on equity restructuring, it is suggested that the reduced registered capital and corresponding equity of Panda Group in this equity restructuring should be made up by other investors such as CLP Panda to inject corresponding cash and assets in accordance with market principles. However, in the actual implementation, CLP Panda increased its capital to Panda Group by 913 million yuan in cash, and the registered capital not only reached but also exceeded the original level of 1.633 billion yuan. CLP Panda has the first unit engaged in the research and production of electronic countermeasure equipment with the door (the state-run 9247 factory Nanjing Krida) and the main scientific research and production base of China's military electronic equipment (the state-owned 720 factory Nanjing Changjiang Electronics). These two companies are on a par with the Panda Group, which is likely to buy these two companies from CLP Panda vendors. Panda Group has adjusted its ownership structure, and a single shareholder has strengthened its asset control: on August 26, 2015, the company's direct controlling shareholder, Panda Group, adjusted its equity structure. After the adjustment, China Huarong and China Great Wall withdrew from the Panda Group and acquired the Nanjing Panda stake and cash, and the former major shareholder of the Panda Group, China Electric Power Panda, achieved 100% holding. Under the background that China Electronic Information Group is actively promoting the group's asset securitization and business integration, we believe that Nanjing Panda is likely to receive high-quality asset injection from the Group. the most likely is the direct shareholder injection of Handa Technology's military radio communications countermeasure equipment assets. Considering that CLP Panda is the single major shareholder of the Panda Group, it is also possible to sell the military electronic equipment assets of Cheung Kong Electronics and Coreda to Panda Group for injection into Nanjing Panda. Investment advice: we believe that after the single-shareholder Panda Group has a large amount of capital, the conditions for the injection of relevant assets into listed companies in conjunction with Nanjing Panda vendors have become more mature. The income and net profit of potential injected assets in 2014 were 2.5 billion yuan and 450 million yuan respectively, 72% and 230% of Nanjing Panda, respectively. We maintain a "buy-A" investment rating with a six-month target price of 21.50 yuan. Risk hints: the group's arrangements for the injection of military assets are not up to expectations; the income from the main business is not up to expectations; and so on.

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