On the evening of December 10, Tongde Chemical (002360) announced that the company has signed the "Equity Transfer Framework Agreement" with Inner Mongolia Shengli Civil Explosives Co., Ltd. (hereinafter referred to as "Shengli Civil Explosives").
According to the agreement, Tongde Chemical intends to transfer 100% of the equity of its wholly-owned subsidiary, Guangling County Tongde Essence Chemical Co., Ltd. (hereinafter referred to as "Guangling Tongde") and 100% equity of Qingshuihe County Tongmeng Chemical Co., Ltd. (hereinafter referred to as "Tongmeng Chemical"), to Shengli Civil Explosive.
Further, the equity transfer price of Guangling Tongde is not less than 4100 million yuan, and the equity transfer price of Tongmeng Chemical is not less than 2400 million yuan, and the total transfer price of the above transactions is not less than 6500 million yuan.
After the completion of the equity transfer, Guangling Tongde and Tongmeng Chemical will not be included in the scope of the consolidated statements of Tongde Chemical, and the transaction target includes the licensed production capacity of explosives products owned by Guangling Tongde in addition to 100% equity of the above two companies40,000 tons and Tongmeng Chemical has a licensed production capacity of explosives products40,000 tons.
According to the announcement, Guangling Tongde has a registered capital of 50 million yuan, and its business scope includes the production and sales of emulsion explosives (gelatinous) and powdered emulsion explosivesIn September 2022 and January 2023, Guangling Tongde's operating income will be 10,733 respectively030,000 yuan and 6470870,000 yuan, net profit was 73480,000 yuan and 525240,000 yuan;The registered capital of Tongmeng Chemical is 10 million yuan, and its business scope is the production of civil goodsIn September 2022 and January 2023, Tongmeng Chemical's operating income was 6641050,000 yuan and 5138650,000 yuan, net profit was 378450,000 yuan and 618440,000 yuan.
* The reporter of Times E Company noticed that just 6 days ago (December 4), Tongde Chemical had just announced the completion of the acquisition of the minority shareholders of Guangling Tongde, but now it has quickly transferred all its shares, and this wave of operation is "fast, accurate and ruthless".
Back on November 18, Tongde Chemical announced that in order to further strengthen the control and management of its holding subsidiary Guangling Tongde, improve decision-making efficiency and integrate relevant resources, Tongde Chemical has signed the "Equity Transfer Agreement" with Shenzhen Qianhai Southern Guoneng Asset Management.
At that time, Tongde Chemical planned to acquire 20% of the equity of Guangling Tongde held by the latter for 23 million yuan, and after the completion of the equity transfer, Guangling Tongde became a wholly-owned subsidiary of Tongde Chemical. On December 4, Tongde Chemical issued another announcement that it had completed the industrial and commercial change registration and filing procedures, and obtained the "Business License" issued by the Guangling County Administrative Examination and Approval Service Administration, and the equity transaction was completed.
According to the latest announcement of Tongde Chemical, the equity transfer price of Guangling Tongde is not less than 4100 million yuan, if calculated on this basis, the value of the 20% equity of the target is 82 million yuan;Compared with the acquisition amount of a minority stake last week (23 million yuan), Tongde Chemical made a big profit of 59 million yuan as soon as it was sold.
In view of the first-class transaction of the two subsidiaries, Tongde Chemical said that this is based on the company's overall development strategic planning adjustment, in order to optimize the company's industrial structure, rationally allocate resources, and fully reduce the financial pressure of listed companies. As for the funds obtained from the transaction, Tongde Chemical said that it will be used for the company's fully biodegradable plastic integration project under construction and daily operation, which will help improve the company's operating quality. On December 26, Tongde Chemical will hold an extraordinary general meeting of shareholders to vote on the matter of the first subsidiary.
It should be pointed out that the main business of Tongde Chemical is the research and development, production, sales (circulation) of civil explosives, as well as providing customers with overall solutions for blasting engineering and other related services. At present, the leading products of Tongde Chemical's civil explosives include ammonium emulsion oil explosives, emulsion explosives, on-site mixed explosives, etc., and its products are mainly used in coal and non-coal mining, infrastructure construction, highways and railways, etc., and civil explosives are the company's core pillar industries of profit.
However, in the context of the country's comprehensive deepening of reform and economic transformation, the country's economic growth has slowed down, the market demand for products has decreased, and the competition between enterprises has become more intense. The third quarter report of 2023 shows that Tongde Chemical achieved an operating income of 73.2 billion yuan, down 987%；Achieved a net profit of 1500 million yuan, a year-on-year increase of 437%；But after deducting non-profit, the net profit was 14.5 billion yuan, a slight decrease of 1 year-on-year02%。
In recent years, under the background of the "double carbon" policy and the country's vigorous encouragement of the development of strategic emerging industries, Tongde Chemical has carried out transformation and upgrading, aiming at "new energy, new materials" and other business fields, focusing on promoting the company's wholly-owned subsidiary, Tongde Kechuang Investment, to build a new integrated product production line project with an annual output of 60,000 tons of biodegradable plastics (PBAT) and its raw materials with an annual output of 240,000 tons of 1,4-butanediol (BDO), which has landed in Yuanping Economic and Technological Development Zone, Xinzhou City, Shanxi Province. Tongde Chemical's 2023 semi-annual report revealed that the project is under construction in an orderly manner, and it is expected to be put into operation by the end of 2023.