Reporter | Hu Zhenming
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November 11 (Friday), Cuihua Jewelry (002731.SZ) stock opened at the daily limit price of , and then opened high and closed low and finally closed at 20.29 yuan per share, down 6.50%, with a full-day amplitude of 16.73%.
Before the opening of the market on November 11, Cuihua Jewelry issued a morning announcement stating that it plans to "cross-border" Sichuan Siteri Lithium Industry Co., Ltd. (hereinafter referred to as "Siti Lithium Industry") for in cash of 7.612 billion yuan. After the completion of this transaction, Sterre Lithium will become a holding subsidiary of Cuihua Jewelry. Cuihua Jewelry, whose main business is gold jewelry jewelry, said that it will vigorously develop lithium salt product-related businesses and plan to deploy the new energy lithium battery industry. To this end, Cuihua Jewelry spent hundreds of millions of yuan in cash to obtain controlling stake in Sterre Lithium. It is worth noting that the actual controller of Siteri Lithium is Chen Siwei. For Cuihua Jewelry, he is not an outsider. As early as June this year, Cuihua Jewelry announced that by acquiring shares and the original actual controller gave up voting rights, Chen Siwei will become the new actual controller of Cuihua Jewelry .
The target company expands
with debt leverage. Announcement shows that on November 10, Cuihua Jewelry and its counterpart Chen Siwei, Sichuan Siteri Technology Co., Ltd. (hereinafter referred to as "Sitre Technology"), Sichuan Lurui Enterprise Management Partnership (Limited Partnership), Sichuan Dingmu Enterprise Management Partnership (Limited Partnership), Ganzhou Xinyue Investment Management Center (Limited Partnership) and the target company Siteri Lithium signed the "Equity Transfer Agreement on Sichuan Siteri Lithium Co., Ltd." (hereinafter referred to as "Stock Transfer Agreement") with the counterpartee for cash of 299.88 million yuan, 79.8 million yuan, 153 million yuan, 49.92 million yuan, and 29.4 million yuan respectively.
Sitre Lithium Industry was established in February 2017. It is an enterprise engaged in the research, development, production and sales of lithium salt products. Its main products include lithium salt series products such as lithium hydroxide , lithium carbonate , and lithium dihydrogen phosphate. The related products are key materials necessary for ternary materials, lithium iron phosphate , lithium cobalt hydrate and other lithium ion battery , and are ultimately used in lithium ion battery products such as power batteries, energy storage batteries, and consumer batteries.
Cuihua Jewelry stated in the announcement that the acquisition of Sterre Lithium is precisely because it is attracted by the rapid development of the lithium material industry in which it is located, benefiting from the rapid development of the downstream new energy vehicle industry. Judging from the financial data of Sterre Lithium in recent years disclosed in the announcement, Sterre Lithium showed a significant increase in performance in the first half of 2022.
In 2021, Sterre Lithium's operating income was 253 million yuan and its net profit was 82 million yuan. In the first half of 2022 alone, Sterry Lithium's operating income of 679 million yuan was equivalent to 2.68 times the annual income of the previous year, and its net profit of 280 million yuan was equivalent to 3.40 times the previous year.
It is worth noting that Steri Lithium received 426 million yuan more in the first half of 2022 than in the whole year of 2021. However, the total amount of receivables of on June 30 was 279 million yuan higher than that of 318 million yuan at the beginning of the year (that is, the end of the previous year), an increase of 279 million yuan, an increase of 715.38%. The growth rate of receivables is significantly higher than revenue growth.
As of June 30, 2022, the owner's equity of Sterry Lithium Industry was RMB 292 million, an increase of RMB 90 million over the beginning of the year (that is, the end of the previous year). Compared with the net profit of RMB 280 million realized in the first half of 2022, there is a gap of RMB 190 million. In other words, most of the net profit of has not been "precipitated" and has formed the owner's equity on the books on June 30.
In the first half of 2022, with owner equity increasing by less than 100 million yuan, the total assets of increased from 376 million yuan to 901 million yuan, an increase of 525 million yuan, mainly because the total liabilities increased by 434 million yuan. The growth of Sterre Lithium's operating scale in the first half of the year was mainly achieved by increasing liabilities.
The valuation of the target company has changed dramatically in the short term
Since 2021, the equity structure of Sterre Lithium has also undergone some changes.In March 2021, Site Lithium increased its capital, and its registered capital increased from 60 million yuan to 117.6471 million yuan, an increase of a total of 57.6471 million yuan in registered capital. Among them, Sichuan Rongke Liteng New Materials Technology Co., Ltd. (hereinafter referred to as "Rongke Liteng") subscribed 26.8707 million yuan for for 27.9675 million yuan, Shanghai Aixin Shitantal Trading Co., Ltd. (hereinafter referred to as "Aixin Shitantal") subscribed 11.8588 million yuan for 12.3428 million yuan, Chengdu Yali New Energy Technology Co., Ltd. (hereinafter referred to as "Chengdu Yali") subscribed 11.8588 million yuan for 12.3428 million yuan, and Chongqing Xinyuanxing Enterprise Group Co., Ltd. (hereinafter referred to as "Chongqing Xinyuanxing") subscribed 7.0588 million yuan for 7.3469 million yuan.
's capital increase this time, compared with the amount of subscribed by , the premium part given by the four shareholders subscribed by is only 2.3529 million yuan , which is included in capital reserve .
After the capital increase is completed, the equity structure of Siteri Lithium has been changed from Sichuan Siteri Technology Co., Ltd. (hereinafter referred to as "Siteri Technology") to 5 shareholders, Siteri Technology is the controlling shareholder of holding 551% of html.
has been less than a year after the capital increase. In February 2022, Rongke Liteng, Ai Xinshitan, Chengdu Yali, and Chongqing Xinyuanxing "withdrawal". was transferred to Chen Siwei for 26.8707 million yuan, 11.8588 million yuan, 11.8588 million yuan, and 7.0588 million yuan respectively based on the subscribed capital amount. So far, Steri Lithium is owned by Steri Technology, and Chen Siwei holds 49%.
only 3 months later. In May 2022, Siterui Technology transferred its investments of RMB 29.4118 million, RMB 9.5967 million and RMB 5.6471 million in Siterui Lithium, respectively, to Sichuan Lurui Enterprise Management Partnership (Limited Partnership), Sichuan Dingmu Enterprise Management Partnership (Limited Partnership), and Ganzhou Xinyue Investment Management Center (Limited Partnership).
This time the equity transfer was a premium. The premiums of the equity transfer price of Steri Technology to the three new shareholders are 8.5731 million yuan, 2.7973 million yuan and 1.646 million yuan respectively, with a premium rate of 29.15% .
It is worth mentioning that Chen Siwei is not only the actual controller of Siteri Technology, but also the actual controller of Sichuan Lurui Enterprise Management Partnership (Limited Partnership) and Sichuan Dingmu Enterprise Management Partnership (Limited Partnership). The actual controller of Ganzhou Xinyue Investment Management Center (Limited Partnership) is Xiong Zhi.
After about half a year, the valuation of the target company changed dramatically during Cuihua Jewelry's acquisition of Sterry Lithium. The announcement shows that all parties to this transaction unanimously agreed to refer to the net profit amount of Sterri Lithium in 2021, and consider its specific situation, transaction payment method, etc., to jointly determine that the value of 100% of Sterri Lithium's equity on the date of signing the agreement is 1.2 billion . This value level is 1020% (i.e. 10.2 times) of the investment amount of 117.6471 million yuan .
Specifically, Cuihua Jewelry acquired 24.99%, 6.65%, 12.75%, 4.16% and 2.45% of Site Lithium held by Chen Siwei, Siteri Technology, Sichuan Lurui Enterprise Management Partnership (Limited Partnership), Sichuan Dingmu Enterprise Management Partnership (Limited Partnership), and Ganzhou Xinyue Investment Management Center (Limited Partnership). The corresponding transaction prices are RMB 299.88 million, RMB 79.8 million, RMB 153 million, RMB 49.92 million and RMB 29.4 million respectively; that is, a total of RMB 51% of Site Lithium held by the counterparty for 612 million.
After the completion of this transaction, Cuihua Jewelry will hold 60 million yuan of investment in Siteri Lithium, and the remaining five shareholders will continue to hold a certain proportion of the equity.
This transaction has set up performance commitment and compensation plans. Chen Siwei, one of the counterparty and the actual controller of the target company, agreed to be the obligor of performance commitment compensation, and promised that the cumulative net profit of Sterre Lithium from 2022 to 2024 will not be less than 300 million yuan.
If the target company's cumulative net profit as of the end of the performance commitment period is lower than the cumulative net profit, but not less than 90%, the compensation obligor does not need to compensate. If performance compensation is required within the agreed time after the special audit report for in 2024, the compensation obligor shall compensate in cash within the specified time.
has not yet "taken in", it will first be loaded into the assets
This time Cuihua Jewelry acquires Siteri Lithium, and needs to pay the transaction consideration of 612 million yuan in with its own or self-raised cash. The third quarter report of 2022 shows that as of September 30, Cuihua Jewelry had cash of 455 million yuan, which is less than the cash consideration of this transaction.
According to Cuihua Jewelry's third quarter report in 2022, its operating performance has been much inferior to the acquisition target company Sterry Lithium. In the first three quarters of this year, Cuihua Jewelry's operating income recorded 3.238 billion yuan, and increased by 24.26% year-on-year, but the net profit attributable to shareholders of listed companies was 34.52 million yuan, a year-on-year decrease of 25.60%. The net profit attributable to shareholders of listed companies after deducting non-operating items was 25.4899 million yuan, and showed a greater decrease in year-on-year (-40.26%). Since the beginning of this year, Cuihua Jewelry has seen an increase in revenue but not profits.
According to the announcement, Chen Siwei will become the actual controller of the listed company Cuihua Jewelry.
On June 16, 2022, Shenzhen Cuiyi Investment Co., Ltd. (hereinafter referred to as "Cuiyi Investment") and Chen Siwei signed a "Share Transfer Agreement", stipulating that Chen Siwei plans to transfer 30.7387 million shares of Cuihua Jewelry held by Cuiyi Investment through the agreement to transfer . After the agreement transfer of to deliver , Chen Siwei held 12% of the shares of listed companies.
On the same day, Cuiyi Investment and its joint actors Guo Yingjie, Guo Yuchun, Guo Qiongyan and Chen Siwei signed the "Voting Rights Wrath Agreement", which stipulated that Cuiyi Investment and its joint actors Guo Yingjie, Guo Yuchun and Guo Qiongyan gave up their voting rights in the total 49.6471 million shares of the listed company (accounting for 19.38% of the total capital of the listed company ). The period for voting rights waiver will be terminated from the date when the target shares transferred are registered to Chen Siwei's name for 36 months. After the above agreement transfer and delivery is completed, Chen Siwei will become the actual controller of the listed company.
According to the "Share Transfer Agreement", the transfer price of Cuihua Jewelry shares that Chen Siwei intends to acquire from Cuiyi Investment is 13.86 yuan per share. Based on the number of shares acquired, the total funds required for are 426 million yuan . This is also a large amount of cash , just like the 612 million yuan required by Cuihua Jewelry to acquire Siteri Lithium from Chen Siwei and others. The financing and source of the funds required by
are also issues worthy of attention. This has not been disclosed in the announcement in detail.
As of the close of November 11, the share price of of Cuihua Jewelry was 20.29 yuan per share. After signing the above-mentioned "Share Transfer Agreement", the current difference between the share price of Cuihua Jewelry and the transfer price is 6.43 yuan per share (+46.39%), which has created a large gap.
However, the third quarter report of 2022 disclosed by Cuihua Jewelry shows that Chen Siwei had not yet entered the list of top ten shareholders at that time, and only Cuiyi Investment had a shareholding ratio of more than 10%. Until November 3, when Cuihua Jewelry disclosed the "Announcement on the Transfer of Shares of Parts of the Company's Shares by the Controlling Shares of the Controlling Shares, Actual Controllers and Consensual Action Persons", its controlling shareholder was still Cuiyi Investment and the actual controller was Guo Yingjie.
