Xinzhu Co., Ltd. (002480) announced on the evening of June 19 that it plans to pay Sichuan Development in cash to purchase its 51.60% stake in Shengtian New Energy, and the transaction consideration is 973 million yuan. After the transaction is completed, Shengtian New Energy will become a holding subsidiary of the listed company. This transaction constitutes a connected transaction and a major asset reorganization.
The counterparty of this transaction, Sichuan Development, directly holds 13.60% of Xinzhu shares, indirectly holds 15.90% of Xinzhu shares through its wholly-owned subsidiary Rail Transit Investment, and controls 29.50% of Xinzhu shares in total, and is the controlling shareholder of Xinzhu shares. After the completion of this transaction, the controlling shareholder and actual controller of the listed company will not change, and the actual controller will still be the Sichuan SASAC.
Sichuan Development is a provincial state-owned enterprise established by the Sichuan Provincial Party Committee and the Provincial Government to innovate the investment and financing mechanism, speed up the reconstruction after the Wenchuan earthquake, and promote the development and revitalization of the province’s industry. The business covers ecological environmental protection, advanced materials, equipment manufacturing and other industries, as well as capital operation, asset management, industrial investment services and other fields. Regions have business layout.
Previously, Xinzhu Investment, the original controlling shareholder of Xinzhu Co., Ltd., signed a share transfer agreement with Sichuan Development on April 12, 2018, stipulating that Xinzhu Investment would transfer 105 million shares of the listed company it held to Sichuan Development at a transfer price of 7.91 yuan / Shares, the total share transfer price is 827 million yuan. After this share transfer, Sichuan Development holds 105 million shares of Xinzhu, accounting for 15.95% of the company’s total share capital. After the completion of this share transfer, the controlling shareholder of the company was changed from Xinzhu Investment to Sichuan Development, and the actual controller of the company was changed from Huang Zhiming to Sichuan State-owned Assets Supervision and Administration Commission.
At that time, the equity change report showed that Sichuan Development will continue to support Xinzhu Co., Ltd. in the development of rail transit business, and will not change its main business within 5 years. With Xinzhu Co., Ltd. as the main platform for industrial development, it will actively use its own resource advantages to help the company’s business development. , to build the listed company into a domestic leading and international first-class benchmark enterprise in the field of rail transit, and a business card of Sichuan.
In 2020, Xinzhu Co., Ltd. will add 122 million shares to Rail Transit Investment, a wholly-owned subsidiary of Sichuan Development. So far, Sichuan Development has further enhanced its control over Xinzhu.
The main business of Xinzhu Co., Ltd. includes rail transit business and bridge functional parts business. With the increasing investment in infrastructure construction such as railways and highways, the market size of bridge functional components is expected to grow steadily. However, due to the low technical threshold of low-end bridge functional components products, the current market competition in this industry is relatively fierce; and currently subject to the decline of the construction intensity of the urban transportation network, the expansion effect of the new standard rail transit market is not as expected. The competitiveness of the original main business of listed companies needs to be further enhanced.
Shengtian New Energy is mainly engaged in the development, construction and operation of photovoltaic power plants in China. As of the signing date of the report, Shengtian New Energy Photovoltaic Power Stations have covered Sichuan, Hunan, Gansu, Tibet, Hebei and other provinces, with different types of power stations such as ground centralized power stations and rooftop distributed power stations, including “photovoltaic + animal husbandry”, “Photovoltaic + fishery”, “photovoltaic + agriculture” and other development models. Shengtian New Energy and its holding subsidiaries have built and operated 16 photovoltaic power station projects, with an installed capacity of 471.38 MW.
According to the “Performance Commitment Compensation Agreement” signed by the listed company and Sichuan Development, the performance commitment period of this transaction is 2022, 2023 and 2024. The parent net profit should be no less than 106 million yuan, 119 million yuan, and 139 million yuan respectively. If the transaction cannot complete the delivery of the underlying assets within 2022, the performance commitment period will be extended to 2023, 2024 and 2025 accordingly.
Xinzhu Co., Ltd. stated that after the completion of this transaction, the listed company will cut into the field of new energy power generation on the basis of its existing business, forming a situation where multiple main businesses develop together. The proportion of revenue from transportation business and bridge functional components in the main business revenue will drop to 58.95%. The newly added photovoltaic power generation business of listed companies has good growth and will become an important growth point for the company’s future profits.Return to Sohu, see more
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