The Baoding Lucky Innovative Materials Co.Ltd(300446) (300446), which has been suspended after the Spring Festival this year, disclosed a major asset restructuring announcement on February 20. The company plans to issue shares to buy 100% shares of Aerospace Energy and 100% shares of aerospace molding; And plans to issue shares to raise matching funds. The valuation and pricing of the underlying assets have not been determined, and this transaction is expected to constitute a major asset restructuring. After the completion of the transaction, the company will enter the two business areas of oil and gas equipment and auto parts.
enter the two fields of oil and gas equipment and auto parts
Specifically, Baoding Lucky Innovative Materials Co.Ltd(300446) plans to issue shares to Sichuan Aerospace Group, southern Sichuan pyrotechnics, aviation investment holding and Luzhou Tongxin circle to purchase 100% equity of Aerospace Energy held by them; It is proposed to issue shares to 30 natural person shareholders such as Sichuan Aerospace Group, Liaoyuan technology and Jiao Xingtao to purchase 100% of the shares of aerospace molding held by them. The issuing price of the shares to purchase assets is 7.13 yuan / share.
In addition, Baoding Lucky Innovative Materials Co.Ltd(300446) plans to issue shares to specific objects, including AVIC holdings, to raise supporting funds. The total amount of supporting funds raised shall not exceed 100% of the transaction price of the assets to be purchased by issuing shares, and the number of shares issued shall not exceed 30% of the total share capital of the listed company after the completion of the transaction of issuing shares to purchase assets. Among them, the subscription amount of supporting funds raised by AVIC holding participating in the issuance of shares is no more than 100 million yuan (including this amount).
The announcement shows that the counterparties that issued shares to purchase assets in this transaction, Sichuan Aerospace Group, Liaoyuan technology, southern Sichuan fire industry and aviation investment holding, are companies actually controlled by Baoding Lucky Innovative Materials Co.Ltd(300446) actual controller Aerospace Hi-Tech Holding Group Co.Ltd(000901) group. At the same time, the subscribers of the shares issued by the supporting funds raised this time include AVIC holdings, and Aerospace Hi-Tech Holding Group Co.Ltd(000901) group is the actual controller of AVIC holdings.
The two target companies of this transaction are Aerospace Energy and aerospace molding under the seventh Aerospace Academy of Aerospace Hi-Tech Holding Group Co.Ltd(000901) group. Among them, aerospace energy is a high-tech enterprise engaged in the R & D and manufacturing of perforation equipment and high-end completion equipment in the field of oil and gas equipment. Since its establishment, aerospace energy has successively realized the localization of shale gas (oil) cluster perforation equipment, China's offshore oil field perforation equipment and high-end completion equipment, and has developed into one of the enterprises with leading oil and gas well perforation engineering technology and strongest integrated supporting capacity in China.
During the reporting period, the main customers of Aerospace Energy include well-known energy enterprises at home and abroad such as PetroChina, Sinopec, CNOOC, Halliburton and Baker Hughes. The products are applied to more than 95% of the oil and gas fields in China, and occupy a leading market position in the development of unconventional oil and gas resources such as shale gas cluster perforation. At the same time, aerospace energy is also engaged in military blasting equipment related business, providing military blasting equipment products with excellent quality and reliable performance for national defense and military industrial units.
Aerospace molding is a high-tech enterprise mainly engaged in the R & D and manufacturing of automotive interior and exterior trim parts, intelligent cockpit parts, engine lightweight parts and related molds. It has one national recognized laboratory and two provincial technology centers. During the reporting period, relying on the strong intelligent manufacturing capability and the synchronous development capability of the main engine plant, aerospace molding continued to provide systematic solutions for various automobile decorative parts and functional parts for well-known automobile manufacturers at home and abroad. Its main customers include FAW Volkswagen, FAW Audi, FAW Toyota, Chongqing Changan Automobile Company Limited(000625) , Geely GAC passenger cars and many other mainstream vehicle manufacturers in China and world-famous first-class suppliers of auto parts.
However, as of the signing date of this plan, the audit and evaluation of the target company have not been completed, and the estimated value and proposed pricing of the target assets have not been determined.
Baoding Lucky Innovative Materials Co.Ltd(300446) said that before this transaction, the company was mainly engaged in the R & D, production and sales of information anti-counterfeiting materials, fine chemical materials and electronic functional materials. During the reporting period, affected by the promotion of e-ticket and covid-19 epidemic and other factors, the market demand of the company's information anti-counterfeiting material business decreased, and the profitability decreased significantly. After the completion of this transaction, the company will enter the two business areas of oil and gas equipment and auto parts to realize industrial transformation, optimization and upgrading. The oil and gas equipment and auto parts industry has a good development prospect and great market potential. The profitability and development space of the company will be effectively improved.
pre increase of performance last year or application for "hat removal"
The reporter of securities times · e company noted that in September 2020, Baoding Lucky Innovative Materials Co.Ltd(300446) became the first batch of "ST" stocks on the gem after the implementation of the new delisting policy. At that time, "ST" was the company's "thermal magnetic ticket production line" to stop production, resulting in a serious impact on the company's production and operation activities, and it is expected that it will not return to normal within three months, touching other risk warning (st) situations.
On April 27, 2021, the company disclosed the 2020 annual report. The annual report data showed that the audited net profit before and after deducting non recurring profits and losses in 2020 was negative, and the annual operating income after deducting business income unrelated to the main business was less than 100 million yuan. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange (revised in December 2020), Shenzhen Stock Exchange implements the "delisting risk warning" for the company's stock trading, which is called "* ST".
It is worth mentioning that Baoding Lucky Innovative Materials Co.Ltd(300446) released the performance forecast on January 21 this year. It is estimated that the net profit attributable to the parent company from January to December 2021 will be 4 million yuan to 6 million yuan, with a year-on-year change of 115.89% to 123.84%. The reason for the pre increase in performance is due to the promotion of e-ticket and covid-19 epidemic. Although part of the sales of the company's thermal magnetic ticket products resumed in 2021, there is still a large gap between the sales volume and the same period of last year. The sales revenue of information anti-counterfeiting materials dominated by thermal magnetic ticket and magnetic strip decreased by about 10% compared with the same period of last year; In addition, the company continued to strengthen the R & D and market expansion of new products such as electromagnetic wave shielding film and pressure test film, made further breakthroughs in electronic functional materials, and the sales revenue increased by about 30% over the same period of last year. The sales revenue of light stabilizer based fine chemical materials produced by Rakai chemical, the holding subsidiary of the company, increased by about 40% over the same period of last year.
Baoding Lucky Innovative Materials Co.Ltd(300446) said that if the audited financial data of the company in 2021 are consistent with the performance forecast, and there are no delisting risk warnings or other risk warnings under the relevant provisions of the Shenzhen Stock Exchange Stock Listing Rules (revised in December 2020), the company will disclose the 2021 annual report, Apply to Shenzhen Stock Exchange to cancel the "delisting risk warning" and "other risk warning" for the company's stock trading.
