More than 10 days after the suspension, Chongqing Wanli New Energy Co.Ltd(600847) (600847, SH) finally came out with a plan to acquire the control of Chongqing Teri battery materials Co., Ltd. (hereinafter referred to as “Teri battery”).
According to the major asset restructuring plan released on Chongqing Wanli New Energy Co.Ltd(600847) January 19, the transaction consists of major asset replacement, issuing shares to buy assets and supporting fund-raising. Through a series of capital operations, Chongqing Wanli New Energy Co.Ltd(600847) plans to win the equity ratio of no less than 51% of Teri battery.
In 2017, he participated in the shares at a premium of nearly 11 times. In 2018, he sold his shares at half price. Now he wants to acquire control again, Chongqing Wanli New Energy Co.Ltd(600847) his attitude towards Terry battery has changed several times. However, with the recent lithium battery boom, different from the situation when it was sold off three years ago, the estimated value of 100% equity of Teri battery in this acquisition is 2.35 billion yuan, up more than 180% compared with 2018.
The actual controller of Teri battery is Liu Xicheng, who is also the former actual controller of Chongqing Wanli New Energy Co.Ltd(600847) . Different from the external speculation that Liu Xicheng is about to “return”, the Chongqing Wanli New Energy Co.Ltd(600847) announcement said that before the transaction, the actual controller of the company was mo Tianquan, and the transaction is not expected to lead to the change of control of the listed company.
compared with the sale three years ago, the valuation rose by more than 180%
On January 19, 2022, Chongqing Wanli New Energy Co.Ltd(600847) major asset restructuring plan surfaced.
The transaction consists of major asset replacement, issuance of shares to purchase assets and supporting fund-raising: the company takes 100% equity of Wanli power (estimated value of 680 million yuan) as the invested assets and replaces 48.95% equity of Teri battery (estimated value of 1.15 billion yuan) held by the counterparty, that is, the equivalent part of the invested assets. The difference between the assets placed and the assets placed out (the estimated value is 470 million yuan) shall be purchased from all counterparties by the company by issuing shares. Meanwhile, the company plans to raise no more than 150 million yuan to increase the capital of Teri battery for the projects under construction of Teri battery. After the capital increase, the shareholding ratio of the company to Teri battery shall not be less than 51%.
In terms of issuance price, through friendly negotiation between the trading parties, the issuance price of the issued shares to purchase assets is 14.32 yuan / share, which is no less than 90% of the average stock trading price of 120 trading days before the pricing benchmark date. Compared with the closing price of Chongqing Wanli New Energy Co.Ltd(600847) 19.58 yuan / share on January 5, 2022, the discount is about 27%.
According to the disclosure of Chongqing Wanli New Energy Co.Ltd(600847) , Teri battery is mainly engaged in the R & D, production and sales of lithium iron phosphate, the cathode material of lithium battery. The main product models include xc116, xc666, TR100, tr200, etc., which are mainly used in the field of power battery and energy storage battery of new energy vehicles.
Investors familiar with Chongqing Wanli New Energy Co.Ltd(600847) may not be unfamiliar with Terry battery. In 2017, Chongqing Wanli New Energy Co.Ltd(600847) participated in the shares of Teri battery at a premium of nearly 11 times, becoming its second largest shareholder. However, as the performance loss of Teri battery did not meet the expectation at that time, and with Mo Tianquan taking over the world, he transferred his equity of Teri battery at half price in 2018.
Recently, lithium assets have been popular in the capital market, and the value of Teri battery is not what it used to be. According to the announcement, Chongqing Wanli New Energy Co.Ltd(600847) the estimated value of 100% equity of Teri battery in this acquisition is RMB 2.35 billion, which is a sharp increase of more than 180% compared with the valuation of RMB 821 million when selling off the equity of Teri battery in 2018.
Why did Chongqing Wanli New Energy Co.Ltd(600847) acquire control of Teri battery again? According to Chongqing Wanli New Energy Co.Ltd(600847) , this is related to the previous commitments of the company’s shareholders.
When Mo Tianquan became the owner in 2018, all parties agreed that the former controlling shareholder Nanfang Tongzheng or its designated entity should undertake the existing lead-acid battery business assets of the listed company within three years. However, due to the high performance pressure of Nanfang Tongzheng and Liu Xicheng to undertake the assets separately, jiatianxia signed a supplementary agreement with Nanfang Tongzheng and its actual controller Liu Xicheng on August 9, 2021, agreeing to extend the period of the above assets to February 9, 2022.
Now, less than a month before the new deadline, Chongqing Wanli New Energy Co.Ltd(600847) announced that based on the above agreements and relevant arrangements, and considering the intensified competition and weak profitability of the lead-acid battery industry, listed companies have the urgent need to purchase lead-acid battery business assets and realize business transformation.
the net profit of Teri battery in 2020 is only 1078000 yuan
Chongqing Wanli New Energy Co.Ltd(600847) the main business is the design, manufacture and sales of various lead-acid batteries. In recent years, the company’s profits are indeed poor: in 2019, 2020 and January September 2021, the operating revenue was 551611600 yuan, 587107800 yuan and 419128300 yuan respectively, and the net profits attributable to the shareholders of the listed company were 8907100 yuan, 4022800 yuan and -4781200 yuan respectively.
So, can the acquisition of Teri battery improve Chongqing Wanli New Energy Co.Ltd(600847) future performance? According to Chongqing Wanli New Energy Co.Ltd(600847) announcement, after the completion of this transaction, Teri battery will become the holding subsidiary of the listed company. The listed company will fully recognize and respect the existing management and business team of Teri battery. In the future, Teri battery will continue to maintain its business entity and operate under the management of its original management team.
In terms of past financial data, the operating revenue of Teri battery in 2019, 2020 and the first 11 months of 2021 was 224512900 yuan, 231274100 yuan and 466427300 yuan respectively; The net profits were 23649300 yuan, 1078000 yuan and 50224300 yuan respectively.
It can be seen from the above data that in 2020, the net profit of Teri battery fell sharply year-on-year, only 1.078 million yuan. However, in this case, all counterparties of this issuance of shares to purchase assets still promise that the net profit of non parent company deduction of Teri battery from 2022 to 2024 will not be less than 150 million yuan, 200 million yuan and 250 million yuan respectively.
The reporter of the daily economic news noted that in the acquisition of the control right of Teri battery by the listed company, Nanfang Tongzheng retained part of the equity of Teri battery. Accordingly, the parties also agreed that if Teri battery completes its performance commitment and performance compensation obligations within the performance commitment period, the listed company will start the transaction of purchasing all the remaining equity of Teri battery held by Nanfang Tongzheng and Xingzhong investment by issuing shares or paying cash.
It is worth mentioning that at present, Liu Xicheng and his concerted actors directly and indirectly control 56.97% of the equity of Teri battery. Chongqing Wanli New Energy Co.Ltd(600847) what is the impact on the ownership structure of listed companies of the acquisition of shares of Teri battery?
According to Chongqing Wanli New Energy Co.Ltd(600847) announcement, without considering the impact of raising supporting funds, after this transaction, the controlling shareholder of the listed company is still jiatianxia and its person acting in concert, and the actual controller is still Mo Tianquan. Mo Tianquan holds a total of 25.83% of the voting rights of the company through the main body under his control, including 18.20% of the shares of the company directly, and 7.63% of the voting rights of the company by accepting the voting entrustment of Nanfang Tongzheng and Tongzheng industries.
According to the announcement, this transaction involves the issuance of shares to purchase assets, which needs to be reviewed by the merger and reorganization committee of the CSRC and can be implemented only after obtaining the approval of the CSRC.
