Anhui Andeli Department Store Co.Ltd(603031) (603031. SH) announced on February 10 that the company plans to purchase its 15% equity of Yajin technology from Ningbo Yafeng through its holding subsidiary Anfu energy in cash, with a transaction price of 1.35 billion yuan. At the same time, the company plans to raise no more than 1.35 billion yuan for this transaction. After the transaction is completed, Anhui Andeli Department Store Co.Ltd(603031) will control 51% of the equity of Yajin technology. The core asset of Yajin technology is Nanfu battery controlled by it, and the company will also be transformed into an alkaline battery enterprise.
The reporter of the economic information daily noted that Anhui Andeli Department Store Co.Ltd(603031) had purchased 36% equity of Yajin technology for 2.456 billion yuan and obtained the corresponding voting right entrustment of 15% equity of Yajin technology. This is the second time that Anhui Andeli Department Store Co.Ltd(603031) has acquired the equity of Yajin technology. Compared with the two mergers and acquisitions, the valuation of 100% equity of Yajin technology has increased from 6.822 billion yuan in the previous time to 9 billion yuan this time. Adley’s performance declined in 2020 and suffered a loss in 2021. Under the pressure of performance growth, the company wants to accelerate business transformation and upgrading.
re purchase of equity of Yajin technology
Anhui Andeli Department Store Co.Ltd(603031) since its listing, it has mainly engaged in department store retail business, including shopping malls, supermarkets, professional home appliance stores, etc. at present, its main business is battery R & D, production and sales.
According to the announcement, Anhui Andeli Department Store Co.Ltd(603031) completed the original business purchase and acquisition of 36% equity of Yajin technology in January 2022, and obtained the corresponding voting right entrustment of 15% equity of Yajin technology, so as to obtain the control right of Yajin technology and then control Nanfu battery.
Then, Anhui Andeli Department Store Co.Ltd(603031) reopened the acquisition of the equity of Yajin technology.
The core asset of Yajin technology is Nanfu battery under its control. Nanfu battery is mainly engaged in battery R & D, production and sales. In addition to investing in and holding shares in invested companies such as Nanfu battery, Yajin technology has no other actual business.
The announcement shows that the counterparty of this transaction is Ningbo Yafeng. According to the conditional share transfer agreement signed by Chen Xuegao, the original actual controller of the company, and Ningbo Yafeng on September 9, 2021 and the supplementary agreement to the share transfer agreement signed on November 15, 2021, Chen Xuegao transferred 15% of the shares of the company he held to Ningbo Yafeng. As of the signing date of this report, The relevant equity transfer procedures are being handled. Therefore, Ningbo Yafeng is a related party of the company, and this transaction constitutes a related party transaction.
The controlling shareholder of Yajin technology is Anfu energy, the holding subsidiary of the listed company, with a shareholding ratio of 36%, and the actual controllers are yuan Yonggang and Wang Wenjuan.
control chart of property right relationship structure of Yajin Technology (source: company announcement)
According to the announcement, in 2019, 2020 and January August 2021, Yajin technology realized an operating revenue of 2.848 billion yuan, 3.374 billion yuan and 2.469 billion yuan respectively, and the net profits attributable to the owners of the parent company were 175 million yuan, 438 million yuan and 171 million yuan respectively.
According to the income method, taking August 31, 2021 as the benchmark date, the book value of all shareholders’ equity in the parent company’s statements is 6.240 billion yuan, the book value in the consolidated statements is 1.346 billion yuan, and the assessed value of all shareholders’ equity is 9.236 billion yuan, an increase of 2.996 billion yuan compared with the book value in the parent company’s statements, with a value-added rate of 48.02%; Compared with the consolidated statement, the book value increased by 7.89 billion yuan, with an appreciation rate of 586.33%. The corresponding appraisal value of the 15% equity of Yajin technology is 1.385 billion yuan. Considering that the cash dividend of Yajin technology is 200 million yuan after the benchmark date, the transaction price of the 15% equity of Yajin technology is finally determined to be 1.35 billion yuan by consensus of all parties to the transaction.
At the same time, Ningbo Yafeng promises that in 2022, 2023 and 2024, the annual net profit of Yajin Technology (“net profit” is the lower of the net profit attributable to the shareholders of the parent company before and after deducting the non recurring profit and loss, and excluding all the profit and loss impact that may be caused by the equity investment of Yajin technology in Pengbo industry) should be no less than 616 million yuan 657 million yuan and 699 million yuan.
Anhui Andeli Department Store Co.Ltd(603031) said that the company obtained 700 million yuan of bank loan financing for the previous acquisition of 36% equity of Yajin technology, resulting in an increase in the company’s asset liability ratio and financial expenses. The acquisition is paid in cash. If the company raises transaction funds by means of debt financing, the higher scale of interest bearing liabilities will lead to a further significant increase in the asset liability ratio of the listed company, increase the company’s financial cost, and then affect the company’s future profitability and anti risk ability. Subject to the current capital strength of the company, the company plans to raise funds through non-public offering of shares for this transaction.
performance growth under pressure accelerate the transformation of the battery industry
According to the financial report, from 2017 to 2019, Anhui Andeli Department Store Co.Ltd(603031) ‘s operating revenue showed an increasing trend, and the net profit attributable to the parent company was also positive. However, the operating performance of Anhui Andeli Department Store Co.Ltd(603031) has declined since 2020. In 2020, Anhui Andeli Department Store Co.Ltd(603031) achieved an operating revenue of 1.766 billion yuan, a year-on-year decrease of 6.96%, and the net profit attributable to the owner of the parent company was -6.5914 million yuan, a year-on-year decrease of 143.14%.
In this regard, Anhui Andeli Department Store Co.Ltd(603031) said that in 2020, the company will mainly invest resources in supermarket business, resulting in a large increase in the scale and proportion of supermarket business revenue; Affected by covid-19 epidemic and online sales impact and other factors, the revenue of traditional department store business and home appliance business has declined to a certain extent.
In addition, Anhui Andeli Department Store Co.Ltd(603031) the performance forecast disclosed on January 27 said that the company expects the net profit attributable to shareholders of Listed Companies in 2021 to be – 39 million yuan to – 44 million yuan, and the net profit attributable to shareholders of listed companies after deducting non recurring profits and losses to be – 43 million yuan to – 48 million yuan, with a further increase in the range of losses.
Under the situation that the market competition of the company’s traditional main business is intensified and it is difficult to achieve a major breakthrough, Anhui Andeli Department Store Co.Ltd(603031) has arranged the transformation to the battery industry with large market scale and broad development prospects. Anhui Andeli Department Store Co.Ltd(603031) frankly, this transaction is a transaction conducted by the listed company to further strengthen the stability of the control of the target company after the acquisition of 36% equity of Yajin technology in order to improve the operating conditions of the listed company and enhance the profitability of the company under the pressure of transformation and upgrading of its original business.
031} is a major strategic step for the listed company to purchase the assets of the alkaline manufacturing industry, and 031} is a major step for the listed company to exit the alkaline manufacturing industry. Yajin technology has good development prospects. It is expected that after the completion of the two transactions, the scale of operating revenue and net profit level of the listed company will be significantly improved. After the completion of this transaction, the company will further consolidate its control over Yajin technology, which is conducive to improving the asset quality of listed companies and enhancing the sustainable profitability and future development potential of listed companies, which is in line with the interests of all shareholders of the company.
