On December 24, Aonong Biotech (SH603363, stock price 5.93 yuan, market value 516.5 billion yuan) replied to the "Shareholder Inquiry Letter" of the China Securities Small and Medium-sized Investor Service Center (hereinafter referred to as the Investment Service Center).
The reporter of "Daily Economic News" noticed that the above incident was related to the announcement of Aonong Biotech to transfer part of the equity of 8 subsidiaries for 8 yuan.
On December 8, Aonong Bio announced that it intends to transfer part of the equity of 8 subsidiaries, with the equity transfer price of each company being 1 yuan and the total price of 8 yuan.
The investment service center asked about whether the transaction pricing of part of the equity of 1 yuan of each target company of Aonong Biotech is fair. Aonong Biotech said: "There is no harm to the interests of the company and shareholders, especially small and medium-sized shareholders, in this transaction. ”
Data**: Reporter collated Visual China Map Yang Jing mapping.
Received a letter of inquiry for the transfer of shares
On December 8, Aonong Bio announced that it intends to transfer part of the equity of 8 subsidiaries (hereinafter referred to as the target company) including Quyang Aonong Agricultural Development to the company's controlling shareholder, Aonong Investment, with the equity transfer price of each target company being 1 yuan and the total transfer price being 8 yuan.
Aonong Biotechnology said that the target company of the transfer of part of the equity is a subsidiary of the breeding business of leasing a site for pig breeding, and the target company has suffered a large loss in the past two years due to the continued downturn in the pig breeding industry cycle. In view of the company's own financial situation, the company adopts a conservative business strategy based on "stability", and the company intends to transfer part of its equity to the outside world.
After full negotiation between the company and the controlling shareholder, the controlling shareholder will transfer part of the equity of the target company. This transaction is a decision made from the interests of the company and all shareholders, which is conducive to reducing the burden of the company's operation and development, and there is no intentional damage to the interests of the company and its shareholders, especially small and medium-sized shareholders. Aonong Biotech said.
As for why the partial equity transfer of each company is 1 yuan, Aonong Bio said that the net book assets and net assets of the target company of this transaction are negative, and the equity transfer price of each target company in this transaction is 1 yuan after negotiation by all parties.
If the transaction is completed, Aonong Biotech or its holding subsidiaries still hold 51% of the shares of the above eight companies, and the above-mentioned target companies are still within the scope of Aonong Bio's consolidated statements. Aonong Biotech said that through the implementation of this transaction, it is expected that the net assets attributable to the parent company in the company's consolidated statements will be increased by no more than 3 in the year of completion200 million yuan, which will help consolidate the company's capital structure.
In the "Shareholder Inquiry Letter", the Investment Service Center stated that there are still doubts about the necessity of the transaction, the reasonableness of the transaction arrangement and the fairness of the transaction pricing of the transaction for the equity transfer consideration of 8 yuan for 8 yuan and the equity transfer consideration of each target company is 1 yuan, and the shareholders' right to question is exercised in accordance with the law.
The company said the transaction was fairly priced
Regarding whether the transaction pricing of part of the equity of each target company is 1 yuan, the investment service center said: "This transaction is evaluated by the asset-based method, and your company claims that because the target company has been in a state of loss in the past two years and is or is preparing to clean up the pig herd, this transaction does not meet the application premise of the income method evaluation. The Investor Service Center has doubts about the reasonableness of using the asset-based approach to the valuation of target companies with typical cyclical characteristics. ”
The Investment Service Center gave its views on the evaluation method, mainly including two points: first, the audit institution of this transaction issued a standard unqualified opinion on the financial data of the 8 target companies, all of which were based on the continuing operation of the 8 target companies, and did not have major doubts or significant uncertainties about the ability of the target companies to continue operations. Second, since 2021, in the downward cycle of the pig breeding industry, there are still listed companies in the same industry that use the income method for evaluation. For example, in June 2021, New Wufeng disclosed the transfer of 49% of the equity of its wholly-owned subsidiary, Guangdong New Wufeng Animal Husbandry, in the form of public listing, and Guangdong New Wufeng Animal Husbandry's operating losses in 2020 and from January to March 2021, but the transaction was evaluated using the income methodAnother example is that in October 2023, Tang Renshen acquired Longhua Ecology 732% of the equity, Longhua Ecology lost money from January to July in 2022 and 2023, and the transaction was valued using the income method.
The investment service center asked Aonong Biotech: "Please fully explain the reasonableness of the income method evaluation that was not adopted in this transaction, as well as the fairness of the transaction pricing." Aonong Biotech said: "Since the audited net book assets and net assets appraisal value of the target company are negative, the transaction pricing of 1 yuan for each target company is fair. ”
The pig farms used in the production and operation of the target company are leased, not built by the target company. Since the target companies have been cleared or planned to be cleared, due to the continued downturn in the industry cycle, the future resumption plan of the target company cannot be determined, the operating situation cannot be reasonably estimated, and the calculation results of the income method are not reasonable, so the income method is not used. Aonong Biotech said.
National Business Daily.