share_log

宇顺电子收购案被否背后:中植式运作避免“戴帽”努力再成泡影

Behind the Yushun Electronics acquisition case: the plant operation avoids the efforts of "wearing a hat" to come to naught again.

華爾街見聞 ·  Nov 4, 2021 22:10

On November 3, according to the official website of the CSRC, the acquisition and restructuring of SZ.002289, a subsidiary of China Plant system, was rejected, while China Plant's plan to help Yushun avoid taking off its cap by injecting assets once again failed.

"the applicant fails to fully explain the core competitiveness of the underlying assets, and goodwill accounts for a large proportion after the completion of the transaction, which is not conducive to improving the quality of listed companies." The Securities and Futures Commission said.

The failure of the restructuring case is likely to make Yushun face "ST" again. According to the third quarterly report, Yushun's net profit in the first three quarters is-16 million yuan.

This means that there are only two ways for Yushun to avoid ST in less than two months: the fourth-quarter profit offsets the losses in the first three quarters, and the second is to continue to look for targets to achieve acquisitions.

On November 4, the staff of the Dong Secret Office of Yushun Electronics responded in an interview with the media that it would not be ruled out that the merger and acquisition plan would be restarted in the future, but the market did not seem to accept this probability. Yushun Electronics fell by the daily limit on the same day, closing at 8.66 yuan.

It is worth mentioning that this is not the only company owned by China Plant system whose listing position is in jeopardy. Another company, ST Tianshan, has also lost money year after year and has not yet taken off its cap.

The "past Life" of the Yushun acquisition case

The main business of Yushun Electronics is the R & D, production and sales of liquid crystal display screen and module, touch screen and module, touch display integrated module and so on. the products are used in communication terminals (smart phones, tablet computers, etc.), smart wear, smart home and other consumer electronic products.

Yushun Electronics, which landed on the A-share market in 2009, performed well at that time. According to the prospectus disclosed at that time, from 2006 to 2008, Yushun's operating income was 160 million yuan, 310 million yuan and 481 million yuan respectively, and the corresponding return net profit was 16 million yuan, 38 million yuan and 36 million yuan.

However, after the listing, the good times did not last long. Since 2014, Yushun Electronics has repeatedly swam between "wearing a hat" and "taking off a hat" with a negative growth in net profit for two years and a profit for another year.

Because according to the regulations of the Shanghai and Shenzhen stock exchanges, if a listed company loses money for two consecutive years, the stock will enter the ST state.

Yushun Electronics, which just took off its hat on April 28th, 2021, is once again facing the risk of ST. According to the third quarterly report, the net profit of Yushun Electronics in the first three quarters of 2021 was-16 million yuan, of which the net profit in the third quarter was-3 million yuan.

Although its losses have been reduced compared with 2020, it has not turned losses into profits, which means that if Yushun Electronics cannot offset the losses of the first three quarters to achieve profits in the fourth quarter of this year, Yushun Electronics will enter the ST state again.

The time left for Yushun Electronics is running out, which may also be the reason for Yushun Electronics to acquire Shenzhen Qianhaishouke Technology Holdings Co., Ltd. (hereinafter referred to as Qianhaishouke).

According to the announcement, Yushun Electronics plans to buy its 100% stake in former Haishouke from Triomphe Holdings Limited and Bai Yiping at a transaction price of 900 million yuan, of which Yushun Electronics plans to pay 40% of the transaction consideration in cash and 60% of the transaction consideration in the shares of listed companies. After the completion of this transaction, Qianhai Shouke will become a wholly owned subsidiary of Yushun Electronics.

According to reports, Qianhai Shouke mainly provides customers with overall solutions for the distribution of electronic components, technical support and warehousing and logistics services, mainly for customers in smart phones, consumer electronics, automotive electronics, and other application fields. provide authorized distribution of electronic components products and technical solutions Its top five customers include Weiwo Mobile Communications Co., Ltd. And its related parties, Shanghai Weiyuan Communication Technology Co., Ltd.

"acquire high-quality assets to improve the profitability of listed companies," Yushun Electronics said, "with the help of the A-share market to enhance the competitiveness of the underlying companies."

Internal cause of being negative: the impact of potential goodwill

From a business point of view, there is indeed a certain business cooperation between Yushun Electronics and Qianhai Shouke, and the revenue performance of the former Haishouke is also relatively good.

According to the announcement, from 2019 to the end of June 2021, the operating income of the former Haishouke was 1.342 billion yuan, 1.866 billion yuan and 13, 8.4 billion yuan, while the corresponding net profit was 32 million yuan, 70 million yuan and 79 million yuan.

However, from the perspective of cash flow, the situation of the former Haishouke is not optimistic.

According to the announcement, as of June 30, 2021, the net operating cash flow and the net investment cash flow of the former Haishouke are negative, which are-149 million yuan and-180000 yuan respectively. In addition, as of June 30, 2021, the monetary fund of the former Haishouke was only 88 million yuan, and the asset-liability ratio was as high as 73.38%.

And the monetary fund situation of Yushun Electronics is not optimistic. According to the announcement, as of June 30, 2021, the book currency fund of Yushun Electronics is only 73 million yuan.

Whether the integration of two companies with the same "lack of money" can achieve the effect of "1x 1 > 2" needs to be questioned.

It is worth mentioning that, according to the announcement, in this acquisition, the former Haishouke promised that its net profit after deduction would not be less than 86 million yuan, 104 million yuan and 124 million yuan respectively from 2021 to 2023.

"this performance commitment is a reasonable forecast based on the performance of the target company during the reporting period, current market conditions, etc." Yushun Electronics said in the prospectus.

In fact, this is not the first time that former Haishouke has been acquired in the A-share market and given performance commitments.

According to public information, 300131.SZ plans to acquire former Haishouke successively in 2018 by means of restructuring, non-public offering and cash. At that time, the former Haishouke promised net profits of 80 million yuan, 90 million yuan, 110 million yuan and 130 million yuan respectively from 2018 to 2021.

Yingtang Zhi Control's acquisition of former Haishouke was not successful for various reasons, but according to later data, former Haishouke only achieved 35.3% and 63.6% of the above commitment in 2019 and 2020.

In its feedback letter, the CSRC also questioned: "in the light of the core competitiveness of the underlying assets, the market competition pattern, and the business development during the reporting period, the CSRC has supplemented the disclosure of the rationality and realizability of this performance commitment."

Therefore, if the acquisition will pass, in the short term, Yushun Electronics may be able to get rid of the fate of being ST. However, in the long run, it is still "temporary rather than permanent". If the former Haishouke does not fulfill its performance promise, or even make a loss, then Yushun Electronics will face a huge impairment of goodwill and its performance is likely to be dragged down. Walking on the edge of wearing a hat again.

The operation of "planting type" is blocked.

As a long-time long-sleeved "Zhongzhu system" in the capital market, it is good at using its companies to raise funds, acquire original assets, then inject assets into listed companies, do high market capitalization, then pledge or reduce holdings and cash out. And then raise funds through its companies, such a cycle.

Take Yushun Electronics as an example, "Zhongzhu system" first acquired control of the asset by buying shares from major shareholders and increasing its holdings in the secondary market.

According to the announcement, Wei Lianxu, the former controller of Yushun Electronics, transferred his 3.49% shares to Zhongzhi Rongyun (Beijing) Investment Co., Ltd. (now renamed Zhongzhi Rongyun (Beijing) Enterprise Management Co., Ltd.) at a price of 163 million yuan. Zhongzhi Rongyun (hereinafter referred to as Zhongzhi Rongyun), and transferred the remaining 10.48% of the shares to Zhongzhi Rongyun in the form of voting rights.

Subsequently, Zhongzhi Rongyun continued to increase its stake in Yushun Electronics through the secondary market. As of November 4, 2021, Zhongzhi Rongyun held a 20.42% stake in Yushun Electronics and remained the actual controller of Yushun Electronics, according to wind data.

Finally, planning asset mergers and acquisitions, Yushun Electronics wanted to buy Chengdu Runyun Culture Communication Co., Ltd. (hereinafter referred to as Chengdu Runyun Culture Communication Co., Ltd.) in 2018, which constituted a backdoor listing, but the acquisition had to be stopped because Qin Hui, the actual controller of Chengdu Runyun, was punished by the Securities Regulatory Commission. Before the merger and acquisition of Yushun Electronics, the Department of China Plant managed Haishouke to get rid of the fate of being ST, and to achieve the return of "equity + cash".

This set of capital operation mode once made China Plant "unboiled water" in the market, but from the point of view of whether the merger of Yushun Electronics was decided or not, this model seems to be encountering obstacles.

In addition to Yushun Electronics, China Plant also has a ST company-ST Tianshan. The way in which China Plant acquires a controlling stake in the company is different from the above plan. China Plant belongs to the "passive" to become the actual controller of ST Tianshan.

According to public data, the original actual controller of ST Tianshan was unable to repay the loan of "Zhongzhi system", so it transferred its equity to "Zhongzhi system" by way of "debt-to-equity swap", but later did not obtain the consent of the shareholders' meeting, and later Jie Zhikun obtained the actual control of ST Tianshan by means of judicial auction. However, according to the latest quarterly report, ST Tianshan's net profit in the first three quarters was-23 million yuan, still a loss.

In the context of strict restructuring supervision, for the China Plant Department, its "ST" company to lift the trap is still fraught with difficulties.

The translation is provided by third-party software.


The above content is for informational or educational purposes only and does not constitute any investment advice related to Futu. Although we strive to ensure the truthfulness, accuracy, and originality of all such content, we cannot guarantee it.
    Write a comment