Visual China.
Blue Whale financial reporter Li Minghao.
On February 19, Youa shares announced that the company received the "notification letter" from the controlling shareholder Youa Holdings, and the agreed matters of the "Debt Acquisition Framework Agreement" signed by Youa Holdings and MicroPort Intertek were terminated, and the rights and obligations between the two parties were terminated, and the two parties did not bear each other's liability for breach of contract.
According to the content of the agreement, the company plans to hold 275% of the equity was transferred to MicroPort Inter or its designee, and a subsidiary established by MicroPort Inter in Changsha undertook the principal of 1.4 billion yuan of external debt of Youa Holdings. However, as of the disclosure date of this announcement, Youa Holdings and MicroPort Inter have not been able to reach an agreement on the final transaction plan.
On February 20, Youa shares fell nearly 5% intraday, and as of **, the share price of Youa shares closed at 248 yuan shares, with a total market capitalization of 345.8 billion yuan.
Since 2019, the operating performance of Youa shares has begun to decline, and the operating income has declined year after year, from 72 in 20184.2 billion yuan gradually decreased to 18$1.3 billion; Net profit has declined for five consecutive years.
Although the "shell sale" of Youa Holdings failed, Youa Holdings is still actively looking for a receiver. Youa Holdings said in the announcement that the termination of this agreement will not adversely affect the company's governance structure, continuing operations, the company's performance and financial condition, nor will it affect the company's future development strategy. At the same time, Youa Holdings will continue to look for strategic partners and seek other ways of strategic cooperation that can be achieved.
The strategic cooperation was terminated.
The full name of Youa Co., Ltd. is Hunan Friendship Apollo Commercial Co., Ltd., whose main business is snack department stores, and is a leading regional department store retail enterprise in Hunan Province. The company's business formats include department stores, outlets, shopping malls, convenience stores, specialty stores and online shopping platforms. At present, it has 14 offline stores and 60 convenience stores, such as Friendship Store AB Hall and Friendship **, and online shopping platforms such as "Youa Overseas Purchase", "Youa Micro Store" and "Youa Purchase".
On October 30, 2023, Youa Holdings announced that it received a notice from its controlling shareholder, Youa Holdings, that it signed a "Debt Acquisition Framework Agreement" with MicroPort InterPort, according to which Youa Holdings plans to hold 275% of the equity interest was transferred to MicroPort Inter or its nominee, and a subsidiary established by MicroPort Inter in Changsha undertook the principal amount of RMB 1.4 billion of external debt of Youa Holdings. After the completion of the transaction, the actual control of Youa shares will be changed.
It is worth mentioning that there is a key content in the content of the agreement that has attracted market attention. After the transfer of the equity of Youa Holdings, MicroPort Interport must complete the asset injection of energy storage, photovoltaic, new energy, big data, charging piles and other related businesses with a market value of no less than 1 billion yuan within 3 to 12 months, and the original business section of Youa shares will be handed over to the original team to be responsible for operation in the form of leasing or contracted operation.
The content of the agreement is undoubtedly a restructuring breakthrough for Youa Shares, which is mainly engaged in department store retail. On October 31 and November 1, Youa shares also gained two price limits.
After harvesting two price limits, Youa shares also received a letter of concern from the Shenzhen Stock Exchange. The Shenzhen Stock Exchange requires that the purpose of acquiring the listed company, whether it plans to hold the control of the listed company for a long time, whether it has industry experience, operation and management capabilities and technical reserves in energy storage, photovoltaic, new energy, big data, charging piles and other related businesses, and the company's follow-up integration arrangements and business strategic planning, combined with the company's own business development.
According to the reply letter of Youa shares, 12 of the related companies of MicroPort Inter cover energy storage, photovoltaics, new energy, big data, charging piles and other fields. In addition, it has gathered a large number of talents with operation and management capabilities and experience in energy storage, photovoltaic, new energy, big data, charging piles and other related businesses, and has formed 24 patents, software copyrights and other intellectual property rights related to the aforementioned businesses.
Tianyancha shows that among the companies involved in the above fields of MicroPort, 5 of them have just been established in 2023. And MicroPort's financial data is not optimistic, its operating income in 2022 and the first three quarters of 2023 is 0, while the net profit is 061 yuan and -1797 yuan.
After the termination of the acquisition agreement, Youa shares apologized to investors in the announcement, and also emphasized that Youa Holdings will continue to look for strategic partners and seek other ways of strategic cooperation that can be reached.
Since the announcement of the acquisition agreement, its share price has also been in a downward trend, and since November 2, 2023, the share price of Youa has accumulated to 3892%。
Declining performance and debt peaking.
In recent years, with macroeconomic changes, the impact of global public events and other factors, the performance of Youa shares has declined sharply, and the high debt pressure has also become one of the reasons why it is urgently looking for a receiver.
Before 2019, the performance of Youa shares has remained stable, and the operating income has basically remained between 6 billion and 7 billion yuan. From 2020 to 2022, Youa shares achieved revenue of 232.9 billion yuan, 258.5 billion yuan, 181.3 billion yuan, and the net profit in the same period was 13.9 billion yuan, 13.1 billion yuan and 33.05 million yuan. Revenue and net profit both continued to decline. Especially in 2022, the net profit of Youa shares will fall by 74%, and the non-net profit will lose more than 45 million yuan.
After entering 2023, in the context of the global epidemic recession and consumption recovery, the operation of Youa shares has not improved. The financial report shows that in the first three quarters of 2023, Youa shares achieved an operating income of 100.1 billion yuan, down 32 percent year-on-year16%；The net profit attributable to the parent company was 8721080,000 yuan, a year-on-year decrease of 3643%。
In the face of declining performance at the same time, Youa shares are also facing a lot of debt repayment pressure. According to the third quarter report of 2023, as of the end of September 2023, the short-term borrowings of Youa shares were as high as 250.4 billion yuan, non-current liabilities due within one year 6800 million yuan, but the monetary funds on its account are only 2800 million yuan.
As the controlling shareholder of the company, Youa Holdings is also facing debt problems. Since the end of 2021, Youa Holdings has continued to pledge its equity, and as of February 24, the pledge ratio of Youa Holdings, the controlling shareholder of Youa Holdings, has reached 84%. According to the disclosure of Youa shares, the pledge is a credit enhancement measure for bank financing, involving a loan of about 15$6 billion.
As early as May 2022, Youa shares issued an announcement stating that a number of debts were overdue in Youa Holdings. China Merchants Bank has filed a lawsuit for overdue 100 million yuan of commercial acceptance bills; Minsheng Bank's loan of 20 million yuan is overdue and has been extended; The early maturity of the 90 million loan of China Guangfa Bank has been settled. In addition, according to the previous announcement, Hunan Shuntian Construction Group also filed a lawsuit against Youa Holdings, and the related project payments include 2984$520,000 principal and interest.