Taishan financial reporter Hu Mingzheng
Recently, Hongtao shares (002325SZ) announced that Liu Nianxin, the actual controller of the company, signed the "Equity Transfer Framework Agreement" with two subsidiaries of Shandong Zhaojin Group, hereinafter referred to as "Zhaojin Group"), and Liu Nianxin intends to hold 458% of the shares will be transferred to the latter, and all the voting rights of the remaining shares of the company held by it will be entrusted to the transferee, and if the agreement is executed, the controlling stake of the company will be transferred.
According to the company, if the acquisition can be successfully completed, Zhaojin Group's state-owned enterprise status will help the company expand its business and broaden its financing channels. At the same time, if the acquirer injects high-quality assets into the company, it can form a new main business and growth direction of the company, so that the company can be revitalized.
The actual controller may be changed to Ouyang Yong
Hongtao Co., Ltd. is a veteran construction enterprise from Shenzhen, and it is also one of the few listed companies in the field of architectural decoration. In recent years, the company's business development has been less than expected, facing many difficulties such as a decrease in new orders, difficulties in sales collection, and tight cash flow.
According to the above-mentioned "Equity Transfer Framework Agreement", the transferee of the shares is Shenzhen Zhaojin Metal Network Trading*** hereinafter referred to as "Shenzhen Zhaojin Metal"), Hainan Oriental Zhaojin Mining *** hereinafter referred to as "Hainan Zhaojin Mining"), and the shares to be transferred are 8040510,000 shares, 1$52 shares.
Shenzhen China Merchants Metal and Hainan Zhaojin Mining Co., Ltd. are subsidiaries of Zhaojin Group, among which Shenzhen Zhaojin Metal is the earliest partner of the national financial institutions in industry, agriculture, China and construction, one of the largest standard setters in China, and a well-known enterprise in China's leading industry; Hainan Zhaojin Mining Co., Ltd., which integrates exploration, mining, beneficiation and smelting, is located in the national important metallogenic belt, and is one of China's leading manufacturers and one of China's largest smelting enterprises.
Before this transfer, Liu Nianxin held 18 shares of Hongtao91%, which also means that, if the transfer is successfully implemented, the transferee will own the company1891% of the voting rights and become the actual controller.
It is worth noting that the actual controller of Shenzhen China Merchants Metal and Hainan Zhaojin Mining is not Zhaojin Group, but Ouyang Yong, a natural person.
According to ** reports, Ouyang Yong started in non-ferrous metal trading, is the first batch of non-ferrous metal hedging managers in China, and was the general manager of Shandong Zhaojin Gold and Silver Refining, hereinafter referred to as "Gold and Silver Refining").
Gold and silver refining is now 805% equity, Shenzhen Zhaojin holds 195% equity, Ouyang Yong is one of the directors, gold and silver refining has the terminal retail brand Zhaojin Gold Store, and also owns 60% of the equity of Zhaojin Silver Building, the reporter learned that Zhaojin Silver Building also has financing and listing plans.
Zhaojin Group is also a veteran of capital
Founded in 1974, Zhaojin Group is a large-scale comprehensive group company with the mining chain and deep processing industry chain as the core, and the coordinated development of the financial industry, environmental protection industry and education industry. According to Zhaojin Group, the company has 6 wholly-owned subsidiaries, 10 holding subsidiaries, 12 joint-stock companies, and owns Zhaojin Mining H shares (1818.).HK) and Baoding Technology A shares (002552SZ) two listed companies with total assets of more than 60 billion yuan.
In September 2019, Zhaojin Group spent a total of 11700 million to get Baoding Technology (002552sz）1.1.6 billion shares, thus gaining control of Baoding Technology.
In March 2022, Zhaojin Group injected Jinbao Electronics, which is mainly engaged in the production and sales of copper foil and copper cladding plates, into Baoding Technology, and Zhaojin Group also increased by 1412090,000 shares of Baoding Technology, Zhaojin Nonferrous Metals Company, a subsidiary of Zhaojin Group, also obtained 624% equity.
In June 2023, in order to meet the needs of asset restructuring and integration of municipal state-owned enterprises in Zhaoyuan City, Zhaojin Group launched a capital of 182 yuan shares** will hold 11.6 billion shares of Baoding Technology were transferred to Jindu State Investment Company under the same controller, and the transfer** was 211.2 billion, based on this calculation, Zhaojin Group's acquisition of control of Baoding Technology made a profit of 9400 million.
For Zhaojin Group, the acquisition of Baoding Technology not only obtained a capital premium, but also realized the assetization of its copper foil sector, which can be described as a win-win situation.
The "Equity Transfer Framework Agreement" signed with Hongtao shares mentioned that in order to jointly create a top brand in the domestic consumer market, the two parties reached an agreement on the transfer of the controlling stake of the listed company, and the transferee also promised to inject funds and high-quality assets into the listed company. After the announcement of the proposed transfer of controlling stake, the expectation of Zhaojin Group's high-quality assets to be injected into Hongtao shares continued to rise, and the share price of Hongtao shares closed 4 consecutive daily limits, and the current stock price closed at 1$6 shares.
Suspicious transactions receive a letter of concern
The due diligence time is to enter the market on February 19, and the transferee will complete the due diligence report on the listed company and issue the due diligence report before March 8, 2024.
If the results of the due diligence meet the requirements, the two parties will sign a formal transfer agreement, and the transferee will also undertake to become the largest shareholder of the company within one year by obtaining the actual control of the listed company through including but not limited to secondary market increase, share transfer, and private placement.
It is worth noting that the company received a letter of concern from the Shenzhen Stock Exchange on the day it announced the signing of the "Equity Transfer Framework Agreement". On February 2, Hongtao shares (002325SZ)** price is 109 yuan shares, and this transaction** is 152 yuan shares, 39 higher than the ** price45%, the Shenzhen Stock Exchange requires the company to explain the reasonableness of the pricing of the transaction.
In its reply to the inquiry letter, the company mentioned that according to the agreement between the two parties, the weighted average of the twenty trading days before the signing date of the agreement, that is, January 31, 2024, is 16895 yuan, from which the transaction ** is calculated to be about 152 yuan, the price of ** on the day of signing the agreement is 133 yuan, and the A** field fluctuated greatly in February, the company believes that the transaction is reasonable and fair.
In addition, Hongtao shares (002325SZ) was filed for bankruptcy reorganization due to lack of solvency, and whether the transferee has the financial strength and management ability to participate in the company's reorganization was also asked in the letter of concern, which also became the key to the success of the acquisition.