Changhong energy, a listed company on the Beijing stock exchange, disclosed on March 2 that the company would issue shares and pay cash to buy assets and raise supporting funds and related party transactions (Draft), and planned to buy 33.17% of the minority shareholders' equity of Changhong Sanjie, a holding subsidiary, and raise supporting funds.
According to the draft, this transaction includes issuing shares, paying cash to buy assets and raising supporting funds. Changhong energy plans to purchase 33.17% of the minority shareholders' equity of Changhong Sanjie, the holding subsidiary of the company jointly held by Yang Qingxin, Zhao Xuedong and Zhongjie, at the issuing price of 94.84 yuan / share, partly by issuing shares and partly by paying cash. Among them, the paid share consideration is 1537715000 yuan, accounting for 88.70%, and the paid cash consideration is 195895000 yuan, accounting for 11.30%. After the transaction is completed, Changhong Sanjie will become a wholly-owned subsidiary of Changhong energy; Meanwhile, Changhong energy plans to issue shares to qualified specific investors such as Changhong Group and Changhong energy's phase I employee stock ownership plan to raise matching funds of no more than 1.2 billion yuan. The raised matching funds will be used to pay cash consideration, Changhong Sanjie technological transformation and capacity expansion project, Changhong Sanjie and Changhong energy to supplement working capital.
Changhong energy hired Zhongming appraisal to appraise all the shareholders' rights and interests of Changhong Sanjie on September 30, 2021. The appraisal value is 52259771 million yuan. Based on the above appraisal value, the transaction price of 33.17% equity of Changhong Sanjie is 173361 million yuan.
Changhong energy has signed the performance commitment compensation agreement with Yang Qingxin, Zhao Xuedong and Zhongjie partners. The newly added shares of the listed company obtained by Yang Qingxin, Zhao Xuedong and Zhongjie partners through this transaction are unlocked in three phases. The corresponding unlocking conditions are that the actual net profits realized by Changhong Sanjie in 2022, 2023 and 2024 respectively reach 317.6 million yuan (including this amount) 437.6 million yuan (including the principal amount) and 536.8 million yuan (including the principal amount), and the total committed net profit of Changhong Sanjie in 2022, 2023 and 2024 is 1615 million yuan.
The disclosure shows that Changhong Sanjie is a manufacturing enterprise that earlier selected the ternary system for lithium-ion batteries for electric tools in China, and has accumulated profound R & D and manufacturing experience in the field of ternary power cylindrical lithium-ion batteries. Changhong energy started with alkaline zinc manganese batteries and officially entered the lithium battery industry by holding and acquiring 51% equity of Changhong Sanjie in April 2018. From a single zinc manganese battery product system to a dual product system of "alkali + lithium battery", Changhong energy mainly produces and sells alkaline zinc manganese batteries and high rate Lithium-Ion batteries, which have been built in Mianyang, Sichuan Zhejiang Jiaxing and Jiangsu Taixing three major production bases. Before this transaction, Changhong energy directly held 66.83% equity of Changhong Sanjie.
Changhong Sanjie set up a wholly-owned subsidiary Suzhou Sanjie in Suzhou in August 2021, which is the R & D Center specially set up for Changhong Sanjie to be responsible for the R & D of new technologies and products. Through the introduction and training of excellent technicians from various parties, Changhong Sanjie will expand and enrich the talent team of Changhong Sanjie and improve the R & D strength of lithium battery business. In October 2021, Changhong JieChuang, a wholly-owned subsidiary of Changhong Sanjie in Mianyang, Sichuan, began trial production, and the high-quality capacity of lithium batteries was further improved.
Changhong Energy said that Changhong Sanjie has strong profitability and high asset quality. After the completion of this transaction, the net profit attributable to the shareholders of the listed company increased from 2029703 million yuan to 270362 million yuan from January to September 2021, with a growth rate of 33.20%, and the basic earnings per share increased from 2.59 yuan / share to 2.86 yuan / share, with a growth rate of 10.42%. With the high rate lithium battery market entering a period of strategic opportunities, the company's lithium battery business has also ushered in a period of rapid development.
According to the performance express disclosed by Changhong energy on February 24, due to the strong demand for high rate lithium battery market, the company released new lithium battery capacity and realized the rapid growth of lithium battery business. At the same time, the alkali battery business grew steadily. The two wheel drive of lithium battery and alkali battery drove the rapid growth of the company's performance. In 2021, the operating revenue was 3069 Academy Of Environmental Planning&Design Co.Ltd.Nanjing University(300864) 73 yuan, an increase of 57.24% over 2020, The net profit attributable to the shareholders of the listed company was 25611208875 yuan, a year-on-year increase of 58.19%.
