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Tianbang Food, which has just completed the transfer of 30% of the equity of Shiji Biology to Tongwei Agriculture, announced that it has recently made a total of 25% Stake in Historical Records.
According to the announcement, Tianbang and Jinyu Baoling Biological Pharmaceutical***Yangzhou Youbang Biological Pharmaceutical*** respectively signed the "Equity Transfer Agreement", agreeing to transfer the Shiji 1 held by the two companies respectively according to the valuation of 100% equity of Shiji Biology of 5.5 billion yuan35% and 115% equity.
Jinyu Baoling and Yangzhou Youbang are both wholly-owned subsidiaries of Jinyu Biotech. The total consideration for the equity transfer is 137.5 million yuan, and Tianbang said that it is expected to achieve investment income of about 137.5 million yuan79 million yuan
However, in view of the fact that there are creditor's rights and debts between Jinyu Baoling, Yangzhou Youbang and Tianbang's wholly-owned subsidiaries of the transferees of this transaction, the parties agreed to sign the agreement and passed it after the conditions of the cessation were metMutual offset of creditor's rights and debtsto complete part of the payment.
As a leading pig breeding enterprise in China, Shiji Biotech was originally a wholly-owned subsidiary of Tianbang Food. After the completion of the MBO (management buyout) in mid-2022, Tianbang's shareholding in Shiji was reduced to 49% – and the other 51% was held by Anhui Shiji Biotechnology***, which serves as an employee stock ownership and strategic investment platform.
After the equity of Tongwei Agriculture and Jinyu Biotechnology, Tianbang's shareholding in the historical records will be reduced to 165%。Both transactions valued Shiji at $5.5 billion.
In fact, this valuation was determined in September 2023, when Tianbang Food and Anhui Shiji planned to sell no more than 30% and 8% of Shiji Biotech's shares, respectively. According to the assessment, as of April 30, 2023, the owner's equity attributable to the parent company under the merger of Shiji Biotech was about 900 million yuan, and the value-added rate corresponding to the valuation of 5.5 billion yuan was 50877%。
The evaluation report also shows that Shiji Biotech achieved operating income of 125.6 billion yuan, with a net profit of 34.1 billion yuan.
It is also understood that Shiji will achieve the sale of breeding pigs in 2023280,000 heads, pig essence salesMore than 400,000 copies。The company also proposed that it will go public in 2026 through the business model of genetics promotion of integrated value-added services.
Hand in hand with Tongwei again
In the end, it may not be surprising that the 30% stake held by Tianbang "spent" Tongwei. As early as 2021, Tianbang, which began to suffer large losses in the pig business, gave most of its feed business to Tongwei and formed a strategic partnership to focus on both ends of the "smile curve" of the pork industry chainBreeding pigs and foodTransfer.
According to the announcement in September 2023, the price obtained by Tianbang Food from the sale of equity is mainly used to supplement the company's cash flow, and the price obtained from the transfer of equity by Anhui Shiji is mainly used to repurchase the equity of Anhui Shiji held by Anhui Agricultural Industrialization Development *** and to repay part of the principal and interest of the merger and acquisition loan.
In order to ensure the smooth exit of Anhui Agricultural Development ** and the smooth progress of related transactions, CICC Jiatai Phase III (Shenzhen) Private Equity Investment ** Partnership (Limited Partnership) and its related parties will contribute a total of capital300 million yuanTo purchase the equity of Shiji Biology held by Anhui Shiji, another investor, Anhui State Holding No. 1 Industrial Investment ** Partnership (Limited Partnership), intends to make a capital contribution100 million yuanPurchased the equity of Shiji Biology held by Tianbang Food.
CICC Jiatai is a private equity company in which CICC Capital operates *** as the executive partner, and its investors include state-owned enterprises in Chongqing, Xiamen and other places and several national insurance companies. Guokong No. 1 is an industrial investment actually controlled by the State-owned Assets Supervision and Administration Commission of Anhui Province**.
Up to now, the above-mentioned transactions with the two ** have not yet "landed", which may mean that Tianbang's shareholding in the historical records will be further reduced, and Anhui state-owned assets will also maintain a certain influence in the pig breeding industry.
At the same time, it is worth mentioning that Anhui Agricultural Development ** indirectly held 10% of the shares of Shiji Biology by investing 200 million yuan in Anhui Shiji at the end of 2022. According to the valuation of 2 billion yuan at that time (the same as the MBO), its investment appreciation has been nearly three times in less than a year.
Transferee Jinyu
Headquartered in Hohhot, Inner Mongolia, Jinyu Biotech is mainly engaged in the research and development, production and sales of veterinary biological products, with product categories covering more than 100 kinds of animal vaccines in four series: pigs, poultry, ruminants and pets. According to reports, the company has the designated production qualification of the Ministry of Agriculture for the three compulsory immunization vaccines of foot-and-mouth disease, highly pathogenic avian influenza and brucellosis.
Jinyu Baoling and Yangzhou Youbang are two of Jinyu's three major animal vaccine intelligent manufacturing production bases, and their products focus on the prevention of foot-and-mouth disease, porcine ring disease, mycoplasma swine pneumonia, porcine reproductive and respiratory syndrome, swine pseudorabies, etc.
In the first three quarters of 2023, Jinyu Biotech achieved operating income12.$1.9 billion, an increase of 9 year-on-year98%；Net profit attributable to shareholders of the listed company2.8.8 billion yuan, a year-on-year increase of 3724%。
The transferor, Tianbang, originally also owned a well-known veterinary vaccine manufacturer, Chengdu Tianbang Biological Products, but while divesting the feed business in 2021, it will price 100% of Chengdu Tianbang's equity at 4600 million yuan** was given to Xianfeng Holdings, a listed company on the Shenzhen Small and Medium-sized Board, and another investment company.
However, Xianfeng Holdings is currently facing the risk of delisting, because after its traditional enameled wire business, the existing main business, that is, the acquired original Chengdu Tianbang veterinary vaccine business, failed to achieve a year-on-year breakthrough in product sales in 2023, resulting in operating losses, coupled with its layout in the new energy-related industrial chain did not meet expectations, and related investments also suffered large losses, making the company's annual operating income expected to be only 68 million to 83 million yuan, a loss of 108-1.$2.8 billion.
According to the provisions of the current "Shenzhen Stock Exchange" Listing Rules, when a listed company has "a negative audited net profit in the most recent fiscal year and an operating income of less than 100 million yuan", its ** transaction will be subject to a delisting risk warning.
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