Wen Leju Finance Xu Jiumian
At the M&A table in the property management industry, First Service Holdings (02107HK) is not a frequent or generous one, but it has been listed for more than three years, and every related transaction it has initiated has not lacked highlights.
Less than five months after its listing, it "swallowed" 80% of the shares of Dalian AirAsia Property Management *** referred to as "AirAsia Property"), and the seller was suspected of being a "shadow" company of Zhang Lei, the actual controller; In November 2021, it is proposed to take 69.3 billion will be 3222% of the shares were sold to Sunac Services, but they "regretted" after two months of negotiations; In November 2022, 2088% of the equity "acquired" 8% of the shares of Century Jinyuan Services, and it was not clear who was the buyer and who was ......the seller
A few days ago, First Service Holdings launched a zero-dollar purchase to an executive of its subsidiary.
On the last day of January 2024, First Property Services (Beijing)** (hereinafter referred to as "First Property"), an indirect wholly-owned company of First Service Holdings, as the buyer, entered into an equity transfer agreement with the seller, Liaoning Baiyitong Investment Holdings*** (hereinafter referred to as "Baiyitong").
Accordingly, the buyer and seller reached a transaction on the 51% equity of the target company, Dalian World Aviation Construction Project, hereinafter referred to as "World Aviation Construction Project". The consideration is $0.
Under this gratuitous acquisition, according to the equity transfer agreement, First Property must bear the responsibility of paying 51% of the registered capital of the World Aviation Construction Project, that is, 5.1 million yuan. Leju Finance "Property **" learned through the national enterprise information publicity system that the relevant procedures for this transaction have been registered in the past two days.
In addition to the special acquisition pricing, the seller is also a familiar face. According to the information, the seller Baiyitong is held by Bai Ding and his son Bai Junhao.
Bai Ding is also a major shareholder of AirAsia Property, a subsidiary of First Service Holdings, and also serves as a manager and director of AirAsia Property. Therefore, First Service Holdings' acquisition of World Aviation Construction Engineering actually constituted a connected acquisition.
In March 2021, First Service Holdings spent 93.2 million yuan to acquire an 80% stake in AirAsia Properties, and Bai Ding played an important role. At that time, although Bai Ding's 20% equity interest was not involved, most of the relevant terms of the equity transfer agreement revolved around Bai Ding, involving performance commitments, Bai Ding's personal career planning, and equity in AirAsia Properties. Among them, Bai Ding wants to ensure that the annual net profit of AirAsia Property in the first phase (2021 to 2023) will not be less than 10 million yuan, and the annual income will increase year by year, from 2021 to 2023, 94.5 million yuan, 99.22 million yuan, and 104.18 million yuan respectively.
The timing of First Service Holdings' acquisition of World Air Construction Project coincided with the end of the first phase of AirAsia Property's performance VAM. However, there is not much specific information about AirAsia's property operating data for the past three years.
Established on April 27, 2016, World Air Construction Engineering is principally engaged in the provision of construction and related engineering services. The business scope includes its services including steel structure engineering, decoration engineering, curtain wall construction, environmental protection engineering, landscape engineering, highway pavement engineering, construction engineering, etc.
According to the data, as of December 31, 2023, the unaudited net asset value of World Air Construction Project was about 300,000 yuan. In terms of performance, the net profit before and after tax was about 262910,000 yuan, while the two financial data of 2022 degrees are about 47410,000 yuan, 47330,000 yuan.
Recruiting a company that has just lost more than two million yuan, what is the intention of First Service Holdings?
The target company ......to create synergies with the Company's existing businesses, and to enhance the Company's overall operating efficiency through comprehensive services, a wider range of services** and value-added to customers", in the acquisition announcement, First Service Holdings stated that the construction of World Air Construction is in line with its business scope, and the acquisition will create synergies.
In fact, there is already a general construction maintenance service agreement signed with the equity transfer agreement.
Accordingly, the member company of First Service Holdings will purchase construction and maintenance services from the member companies of World Air Construction Engineering, including construction, repair and maintenance services for housing, roads, parks, construction projects and landscape projects, with an annual cap of 45 million yuan in 2024 (11 months and years).
First Service Holdings disclosed that in 2021 and 2022, it purchased similar construction and maintenance services of 25.7 million yuan and 32.5 million yuan respectively.
Following the injection of 45 million yuan of online business volume of First Service Holdings, "this year's World Aviation construction project may be expected to reverse losses," an analyst said. However, it is still unknown how much revenue will be generated by the World Aviation Construction Project in the statements of First Service Holdings.
Related company: First Service HK02107