As a leading enterprise of local civil explosion, Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (603227) began to transform and upgrade. The first order in the new year will buy the chemical asset of the controlling shareholder, Populus euphratica. The trading of the company's shares has been suspended since the opening of the market on January 4.
The reporter of securities times · e company noted that Yuxiang Populus euphratica is an important supplier of listed companies, the amount of related party transactions continues to grow, and the two sides have also jointly invested in natural gas transportation pipelines. However, at that time, the capital increase of Yuxiang Populus euphratica, the controlling shareholder of the listed company, also triggered antitrust penalties due to the undeclared situation.
the amount of related party transactions continued to grow
On January 3, Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) announced that it planned to issue shares and pay cash to purchase part or all of the equity of Xinjiang Yuxiang Populus Chemical Co., Ltd. (hereinafter referred to as "Yuxiang Populus") held by shareholders such as agriculture and animal husbandry investment group, and issue shares to qualified specific investors to raise matching funds. The relevant scheme remains to be further discussed and determined. As the counterparty agriculture and animal husbandry investment group is the controlling shareholder of the company, this transaction constitutes a related party transaction.
According to the transaction progress, on December 31, 2021, Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) has signed relevant intention agreements with the agriculture and animal husbandry investment group, which stipulates that the company will purchase 39.5% equity of Populus euphratica held by it from the agriculture and animal husbandry investment group in the form of issuing shares and paying cash. Enterprise investigation shows that at present, the agriculture and animal husbandry investment group is the largest shareholder of Populus euphratica, and Sichuan Jinxiang Sairui Chemical Co., Ltd. holds 33.4% and is the second largest shareholder.
The main business products of Populus euphratica mainly include ammonium nitrate, nitro compound fertilizer, melamine, etc. it is also an important supplier of Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) . The amount of related party transactions between the two sides continues to grow, exceeding 100 million yuan in 2020. According to the data on the official website, relying on the advantages of Shaya oil and gas resources and the technical advantages of the shareholder chuanjinxiang, Populus euphratica has built the largest melamine and compound fertilizer production base in Northwest China with natural gas as raw material, forming an annual production capacity of 400000 tons of synthetic ammonia, 600000 tons of urea, 370000 tons of nitric acid, 460000 tons of ammonium nitrate, 110000 tons of melamine, 200000 tons of u-an liquid fertilizer and 600000 tons of compound fertilizer, Become a leading enterprise in Aksu, Xinjiang.
In addition, in May 2018, Yuxiang Populus euphratica took a 32% stake in the establishment of Shaya Fenghe Energy Co., Ltd., and built a 97km long natural gas transmission pipeline with an annual gas transmission capacity of 1 billion m3 from chengyakla gas gathering station to Shaya county circular economy industrial park, forming a dual gas supply pattern of PetroChina and Sinopec; In June 2018, capital and shares were increased and Xinjiang Xuefeng Investment Holding Co., Ltd. (hereinafter referred to as Xinjiang Xuefeng before renaming) was introduced as the controlling shareholder of Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) .
Xuefeng holdings disclosed the relationship between the two in the related party transaction announcement in November 2018, which showed that Kang Jian, chairman of the listed company, also served as chairman of the related party Yuxiang Populus euphratica, with a transaction volume of only 24 million yuan with the listed company. At the end of 2017, the audited total assets of Populus euphratica were 1.7 billion yuan and the net profit was 57.37 million yuan.
transformation and upgrading of civil explosive industry
Xinjiang Xuefeng's investment in Yuxiang Populus euphratica has attracted the attention and punishment of the regulatory authorities. According to the official website of the state anti monopoly administration, on January 28, 2021, the State Administration of Market Supervision issued the decision on administrative punishment for Xinjiang Xuefeng's acquisition of the equity of Yuxiang Populus euphratica without reporting the illegal implementation of the business concentration case according to law.
The punishment letter shows that Xinjiang Xuefeng obtained 39.5% equity of Populus euphratica through capital increase and obtained the control right of Populus euphratica, which belongs to the concentration of business operators specified in Article 20 of the anti monopoly law; The turnover of Xinjiang Xuefeng and Sichuan Jinxiang, the original shareholder of the acquisition target, reached the situation that should be reported. However, as of November 28, 2018, Yuxiang Populus euphratica had completed the equity change registration procedures and had not reported before, which constituted a concentration of business operators that had not been reported according to law. However, according to the assessment, the concentration of business operators will not have the effect of excluding and restricting competition, and will eventually give Xinjiang Xuefeng an administrative penalty of 300000 yuan.
In addition, the listed company Unicom Yuxiang Populus further increased the capital of Shaya Fenghe Energy Co., Ltd.
According to Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) disclosure, in May 2018, the listed company jointly invested with Yuxiang huyanghua, Sichuan Jinxiang Sairui Chemical Co., Ltd. and Shaya County Zhenxing state owned Assets Investment Co., Ltd. to establish Shaya Fenghe Energy Co., Ltd., which is the largest shareholder with a shareholding ratio of 35%; In 2020, the listed company transferred the shares held by Sichuan Jinxiang Sairui chemical with its own funds of 9.2 million yuan, thus holding 42.667%; In April 2021, the listed company and Populus euphratica also increased the capital of Shaya Fenghe Energy Co., Ltd., of which the listed company increased the capital by 81.6 million yuan and held 55% equity.
In the first three quarters of this year, Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) achieved a revenue of 1.863 billion yuan and a net profit of 119 yuan. In the development plan of Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) , the energy and chemical industry seems to shoulder an important mission of transformation and development. In August 2021, the name of the controlling shareholder of the company was changed from Xinjiang Xuefeng investment holdings limited liability company to Xinjiang agriculture and animal husbandry investment (Group) limited liability company, and the sales scope of chemical products was adjusted in its business.
At the 2022 working meeting held by Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) group on December 30, 2021, Kangjian introduced that the company's economic indicators hit a record high in the first three quarters of 2021, new breakthroughs were made in transformation and development, and the safe reserve peak shaving project (phase I) with an annual output of 120000 tons of LNG was successfully put into operation, marking a new breakthrough in the transformation and development of the company.
At the same time, Kangjian pointed out that we should see the industry trend from the perspective of development. At present, the civil explosive industry is facing the superimposed impact of five phases: the slowdown of market demand growth, the digestion of excess capacity, the acceleration of reorganization and M & A, the upgrading of technology and the development of safety and high quality; Kangjian also proposed to promote system innovation, promote internal integration and reorganization, complete the establishment and operation of the blasting division, and promote the transformation of blasting services to asset light and platform type.
Before the suspension, Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) rebounded since late December 22, 2021, with a cumulative increase of nearly 18% since December 22, 2021.
(Securities Times · e company)
