Changjiang Business Daily news ●Changjiang Business Daily reporter Ming Hongze
Baoding Technology (002552.SZ), which has poor operating performance, is promoting a major asset restructuring and may usher in a radical change.
According to disclosures, Baoding Technology plans to acquire 63.87% of Shandong Jinbao Electronics Co., Ltd. (Jinbao Electronics for short) through the issuance of shares. At the same time, the company will also raise a fixed capital increase of no more than 300 million yuan from the controlling shareholder Zhaojin Group for the construction of related projects of the target company.
This is Zhaojin Group’s fulfillment of its promise two years ago. In 2019, Zhaojin Group became the controlling shareholder of Baoding Technology through share transfer and tender offer.
The background of the change of ownership of Baoding Technology is that its profitability is low and it has not achieved a breakthrough for many years. Wind data shows that in the 10 years from 2011 to 2020, the company's cumulative net profit attributable to shareholders of listed companies (referred to as net profit) was -62 million yuan.
Zhaojin Group has already had plans for Baoding Technology. When it took over, it promised to inject high-quality assets into it. Two years later, the promise was fulfilled.
If this reorganization is successfully completed, Baoding Technology will add electronic copper foil copper-clad laminate business. Since the beginning of the year, benefiting from the price increase of copper products, the operating performance of the target company Jinbao Electronics has increased significantly. The net profit in the first eight months has been more than 6 times that of last year.
Fulfilled its promise to reorganize
after two years. Baoding Technology, which was suffering in hardship, finally received the expected asset injection.
On the evening of October 11, more than half a month has passed since the trading suspension on September 22, Baoding Technology’s major asset restructuring plan finally surfaced.
According to the plan, Baoding Technology plans to issue shares to dozens of issuance targets, including Yongyu Electronics and Zhaojin Group, to acquire 63.87% of the equity of Jinbao Electronics.
Jinbao Electronics was established on December 28, 1993, with a registered capital of 87 million yuan, and its legal representative is Li Linchang. Li Linchang is also the actual controller of Jinbao Electronics, and he controls a total of 72.09% of the voting rights of Jinbao Electronics.
Jinbao Electronics is a joint-stock company of Zhaojin Group. Currently, it holds 8.78% of Jinbao Electronics and is its third largest shareholder. Therefore, this reorganization involves related transactions.
This is a concrete manifestation of Zhaojin Group’s fulfillment of its commitments. On September 18, 2019, Zhaojin Group acquired 29.90% of the shares of Baoding Technology through equity transfer, and later acquired 8% of the shares through a tender offer. In total, Zhaojin Group acquired 37.90% of the shares of Baoding Technology and became its controlling shareholder. At that time, Zhaojin Group promised to inject high-quality assets at appropriate opportunities to help Baoding Technology get out of trouble. The
announcement shows that Jinbao Electronics is a high-tech enterprise specializing in the design, research and development, production and sales of electronic copper foil and copper-clad laminates. It is one of the few companies in the domestic market that provides both electronic copper foil and copper-clad laminates from design, research and development to An enterprise integrating the entire production process has become one of the important suppliers in the domestic printed circuit board industry chain.
Jinbao Electronics has a high-quality customer base and has established long-term and stable cooperative relationships with Shengyi Technology, Dynamic Electronics, Oscon, Ultrasonic Electronics, Chongtak Technology, Jianding Technology, etc.
Baoding Technology is mainly engaged in the research and development, production and sales of large castings and forgings, including free forgings, die forgings and steel castings. After the completion of this reorganization, the company will add electronic copper foil and copper-clad laminate businesses.
As of the end of August this year, Jinbao Electronics’ total assets and net assets were 3.539 billion yuan and 1.011 billion yuan respectively. At the end of June this year, Baoding Technology's total assets and net assets were 791 million yuan and 678 million yuan respectively. Jinbao Electronics’ total assets and net assets are much higher than Baoding Technology.
operating performance data shows that from 2019 to the first eight months, Jinbao Electronics has achieved operating income of 2.027 billion yuan, 2.174 billion yuan, and 2.006 billion yuan respectively, and the corresponding net profits were 7.3517 million yuan, 59.6598 million yuan, and 194 million yuan. Yuan. The net profit achieved in the first eight months of this year has been more than three times that of last year.
It is difficult for the two main businesses to form a synergistic effect
With the help of restructuring, Baoding Technology is expected to get out of trouble.
Baoding Technology was founded in the 1990s and was listed on the A-share market in 2011. The company is mainly engaged in the research and development, production and sales of large castings and forgings. Over the years, the main business has not undergone major changes. Since the launch of
, Baoding Technology has also conducted capital operations. In 2015, the company paid 360 million yuan in cash to acquire 100% equity of Shanghai Fuyu New Material Technology Co., Ltd. (referred to as Shanghai Fuyu). The counterparty promises that from 2015 to 2017, Shanghai Fuyu’s net profit after deducting non-recurring gains and losses (referred to as non-net profit) will be no less than 20 million yuan, 30 million yuan, and 45 million yuan respectively. As a result, it has suffered losses for three consecutive years, and the losses have expanded year by year.
In 2019, Baoding Technology sold Shanghai Fuyu for 36.109 million yuan, which is about one-tenth of the purchase price.
In 2016, Baoding Technology invested to acquire 8.9% of the equity of Yisheng Technology, and transferred part of the equity to the outside world the following year.
Capital operations are often unsatisfactory, and Baoding Technology's operating performance is dismal.
In 2011, the first year after listing, the company achieved operating income of 445 million yuan and net profit of 72 million yuan. Starting from the year after the listing, the net profit has changed. In 2012 and 2013, its net profits were 45 million yuan and 12 million yuan respectively, a year-on-year decrease of 37.60% and 73.08% respectively.
In 2014, the net profit was 14 million yuan, which fell to 40 million yuan in 2015. After deducting non-net profit, it was -04 million yuan, which was the first time it suffered a loss. In 2016, net profit also suffered its first loss, with a loss of 167 million yuan. In 2017, it continued to lose 135 million yuan. In 2018 and 2019, operating performance rebounded and turned losses into profits. However, in 2020, its net profit was 80 million yuan, a year-on-year decrease of 86.48%. Data from
wind shows that from 2011 to 2020, the company’s cumulative net profit was -62 million yuan.
In the first half of this year, the company achieved a net profit of 80 million yuan, excluding non-net profit of 40 million yuan. Although it achieved a profit, it was still a small profit.
In this reorganization, with the merger of Jinbao Electronics, Baoding Technology’s operating performance will increase significantly.
In order to support Jinbao Electronics to become bigger and stronger, this reorganization also set up supporting fund-raising. Baoding Technology plans to issue shares to Zhaojin Group or its related parties to raise no more than 300 million yuan, which will be used for the construction of Jinbao Electronics' 7,000 tons/year high-speed high-frequency board 5G HVLP series copper foil project and other projects to expand production capacity.
However, it is still difficult to predict whether Baoding Technology will have good development prospects in the future. Market analysts said that Jinbao Electronics' outstanding operating performance was due to the sharp increase in copper product prices. In 2019, although its operating income exceeded 2 billion yuan, its net profit was only 73.517 billion yuan, and its profitability was weak.
In addition, Baoding Technology and Jinbao Electronics belong to different industries, and it is difficult to form synergy in the industry.
In this regard, Zhaojin Group stated that it will continue to follow the long-term development strategy, rely on the group’s resources, capital, and technological advantages, and on the premise of fully ensuring marketization, support Baoding Technology to deepen industrial reform, improve asset structure, and enhance product added value. and company value. This transaction will kick off Zhaojin Group’s strategic move to gradually inject high-quality assets it controls or is associated with into listed companies.
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