After six months of planning, Shanghai Ace Investment&Development Co.Ltd(603329) ( Shanghai Ace Investment&Development Co.Ltd(603329) . SH) still failed to welcome state-owned assets.
On March 15, Shanghai Ace Investment&Development Co.Ltd(603329) announced that its controlling shareholder Jiangsu Yashi Investment Group Co., Ltd. (hereinafter referred to as “Yashi group”) and its actual controller sun Wangping signed the termination agreement of share transfer agreement with Sichuan port and Shipping Investment Group Co., Ltd. (hereinafter referred to as “Sichuan port investment”). “In view of the fact that the conditions for the entry into force of the share transfer agreement and other transaction agreements have not yet been met, all parties have decided to terminate all agreements related to this transaction after comprehensively considering the transaction time, progress and Shanghai Ace Investment&Development Co.Ltd(603329) annual business plan.”
Shanghai Ace Investment&Development Co.Ltd(603329) relevant people told the interface news reporter that the main reason for the termination is that the relevant matters have not been approved by the state-owned assets, while in the process of equity transfer, listed companies involved in foreign capital increase and other operational matters cannot be done, “it has been postponed twice and the relevant equity transfer has been terminated in consideration of the company’s business needs”.
So far, the plan of Sichuan state-owned assets to become the owner of Shanghai Ace Investment&Development Co.Ltd(603329) was officially defeated. If the shares held by Yashi group are re negotiated or other matters related to the transfer of shares held by Yashi group will not be excluded in the future through the announcement of Yashi group re negotiation in the form of transfer of shares held by Sichuan
In retrospect, Shanghai Ace Investment&Development Co.Ltd(603329) this equity transfer began in October 2021. On October 14 last year, Yashi group and sun Wangping signed a share transfer agreement with Sichuan port investment. Sichuan port investment transferred 39704925 shares of the company held by Yashi group, accounting for 25.01% of the total share capital of the company. The transfer price was 16.32 yuan per share, and the total transfer price was 648 million yuan.
On the same day, Yashi Group signed the voting right waiver agreement with Sichuan port investment. Both parties agreed that Yashi group would voluntarily waive its voting right corresponding to 3175124 shares of the listed company (accounting for 2% of the total share capital of the listed company) from the date when the transfer registration procedures of the subject shares transferred under the above agreement were completed.
In addition, Shanghai Ace Investment&Development Co.Ltd(603329) , Yashi group and Sichuan port investment signed the stock pledge agreement. The parties agree that Yashi group will pledge part of the shares of listed companies held by Yashi group to Sichuan port investment within 10 working days from the date when the transfer registration procedures of the subject shares transferred under the above agreement are completed, and complete the stock pledge procedures, Guarantee the performance commitment amount of Yashi group.
After the completion of this round of transaction, the controlling shareholder of Shanghai Ace Investment&Development Co.Ltd(603329) will be changed from Yashi group to Sichuan port investment, and the actual controller will be changed from sun Wangping to Sichuan SASAC.
Shanghai Ace Investment&Development Co.Ltd(603329) said that the transaction was intended to introduce controlling shareholders with state-owned assets and industrial background to the company. According to the agreement, Sichuan port investment can provide support measures for the development of Shanghai Ace Investment&Development Co.Ltd(603329) , such as formulating new development strategies inject the high-quality assets directly or indirectly controlled by it into the listed company in batches transfer the new projects directly or indirectly involved to the listed company for implementation ; Provide regular and necessary credit enhancement support for Shanghai Ace Investment&Development Co.Ltd(603329) ‘s investment and financing activities; It shall give priority to Shanghai Ace Investment&Development Co.Ltd(603329) the use of domestic and foreign business resources and domestic and foreign business facilities under its control actively support Shanghai Ace Investment&Development Co.Ltd(603329) ‘s overseas development strategy, support and participate in the target company’s development of China Europe train “intermediate channel” (China Caspian Sea Europe) and overseas logistics node construction ; Undertake to provide or raise funds for its business development and new project construction by means of including but not limited to subscribing for the non-public offering shares, convertible bonds, providing loans, guarantees or supporting the target company to issue bonds of the listed company after becoming the controlling shareholder; Support Shanghai Ace Investment&Development Co.Ltd(603329) non-public offering of shares and subscribe for Shanghai Ace Investment&Development Co.Ltd(603329) non-public offering of shares.
In order to introduce Sichuan state-owned assets, Yashi group made a performance commitment, that is, the net profit (excluding the income from asset disposal) realized in 2021 Shanghai Ace Investment&Development Co.Ltd(603329) is not less than 62 million yuan, and the cumulative net profit realized in the three fiscal years 20212023 is not less than 186 million yuan. If the delivery of the shares in this transaction cannot be completed before December 31, 2021, the performance commitment period will be postponed to 2024, that is, the accumulated net profit in the four fiscal years 20212024 will not be less than 248 million yuan .
In addition, Yashi group also applied for exemption from the voluntary share restriction commitment on October 26 last year; According to the original plan, Yashi group made a commitment to voluntarily lock up shares during the initial public offering of the company. “If the shares of the issuer are reduced within two years from the expiration of the sales restriction period, the shares of the issuer held by Yashi group after the reduction can still maintain the controlling position of Yashi group on the issuer ( Shanghai Ace Investment&Development Co.Ltd(603329) ).”
Behind the urgent introduction of state-owned assets is the actual situation of capital shortage of Yashi group Shanghai Ace Investment&Development Co.Ltd(603329) revealed that the new agricultural sector invested by Yashi group is still in the cultivation period, so the company in this sector continues to suffer losses and the capital chain is very tight, so it needs the financial support of Yashi group; In addition, the short-term loan scale of Yashi group is large. As of September 30, 2021, the short-term loan of Yashi group is 86 million yuan, and the non current liabilities due in one year are 104 million yuan. The monetary capital is tight, the bank financing channels are not smooth, and the debt repayment pressure is great.
According to Shanghai Ace Investment&Development Co.Ltd(603329) , one belt, one road supply chain base in the Jiangsu Lianyungang Port Co.Ltd(601008) Caspian Sea area, is a key project that the company is trying to build. It is a large-scale supply chain base project built by the company to implement the internationalization strategy and to promote the integration and mutual complement of economy in the East, central and Western Asia. One belt, one road supply chain base ( Jiangsu Lianyungang Port Co.Ltd(601008) ) project will be put into operation. The project of Eurasian supply chain in Aktau is also stepping up construction. The development of other projects will require a large amount of capital invested in .
On January 11 and February 25, 2022, Yashi group, sun Wangping and Sichuan port investment signed the supplementary agreement to the share transfer agreement twice, extending the approval period of the relevant state-owned assets supervision and administration departments for the share transfer agreement. Today, the equity transfer ended in failure.
According to public information, Shanghai Ace Investment&Development Co.Ltd(603329) was listed on December 29, 2017, mainly engaged in supply chain logistics and supply chain trade. From 2018 to 2020, the company realized an operating revenue of 1.75 billion yuan, 1.755 billion yuan and 1.734 billion yuan respectively, and realized a net profit attributable to the parent company of 449888 million yuan, 988074 million yuan and , 642598 million yuan respectively. According to the performance express released on March 11, 2022, the company achieved an operating revenue of 2.591 billion yuan and a net profit attributable to the parent company of 140 million yuan last year.
At the end of December 2021, the Shanghai Securities Regulatory Bureau found that Shanghai Ace Investment&Development Co.Ltd(603329) in 2019 with low performance there were some problems, such as non-standard use of raised funds, non-standard registration of insiders, insufficient internal control, failure to collect rent in time, failure to disclose the accrued inventory falling price and so on Shanghai Ace Investment&Development Co.Ltd(603329) received the regulatory attention letter and warning letter, and sun Wangping, chairman of the company, and senior executives received the warning letter.
