Reporter Dang Peng of this newspaper reported in Chengdu
"I couldn't enter the last trading day, and I couldn't rise this trading day." In the stock bar of ST Asia Star (600319.SH), an investor left such a message. The roller coaster-like ups and downs of
ST Yaxing's stock price mainly stems from a company's acquisition of Shandong Jingzhi Wine Industry Co., Ltd. (hereinafter referred to as "Jingzhi Wine Industry"). From the release of the acquisition announcement on January 11, 2021 to the announcement of the termination of the planning of major asset restructuring on January 17, ST Yaxing's stock price started to hit the limit mode after six consecutive increases, and had hit the limit for three consecutive days as of January 20.
During this period, the Shanghai Stock Exchange issued three inquiry letters in a row regarding this restructuring case. It was not until January 20 that ST Yaxing officially responded to the inquiry letter and announced it. The announcement shows that the focus of the failure of the two parties to achieve restructuring is that they have failed to reach an agreement on the derivative of operating assets of Jingzhi Wine Industry's liquor business (mainly assets belonging to Shandong Wine City Cultural Tourism Development Co., Ltd.). Data shows that the asset is in a state of serious losses.
"Shandong liquor market has a huge capacity, but there is currently no listed company, which is a pity." Xiao Zhuqing, an industry expert familiar with the Shandong liquor market, told the reporter of China Business News that he believes that Jingzhi Liquor Industry's pace of seeking listing will not stop.
A state-owned asset-driven acquisition case
On the evening of January 17, 2021, ST Yaxing suddenly issued an announcement on the termination of the planning of major asset restructuring. The company stated that the "Announcement on the Intentional Agreement on the Planning of Major Asset Restructuring and Signing of the Cash Acquisition of Control of Jingzhi Liquor Business" disclosed on January 11, but after careful research, the two parties to the transaction decided to terminate the planning of this major asset restructuring.
This "drinking" carnival has only begun for a week and it has come to an end.
reporter noticed that ST Yaxing, who is a chemical industry, became popular overnight because of its acquisition of Jingzhi Wine Industry. In fact, starting from January 8, 2021 (Friday), the company's stock has hit the daily limit ahead of schedule, and has hit the daily limit for five trading days, with the highest stock price reaching 7.62 yuan. On January 17, after announcing the termination of the restructuring, the company's stock price has hit the limit for three consecutive trading days so far.
During this period, ST Yaxing received the "Inquiry Letter on ST Yaxing's Planning of Major Asset Restructuring and Cash Acquisition Matters" issued by the Shanghai Stock Exchange (Shanghai Securities Official Letter [2021] No. 0020), "Shanghai Securities Official Letter on the Purchase of Company Stocks by the ST Yaxing's Restructuring Trading Counter-party" (Shanghai Securities Official Letter [2021] No. 0046), and "Inquiry Letter on ST Yaxing's Termination of Major Asset Restructuring Matters" (Shanghai Securities Official Letter [2021] No. 0056). It is rare for the Shanghai Stock Exchange to issue inquiries letters to a listed company so intensively.
According to the previous announcement of ST Yaxing, the restructuring case is driven by the state-owned assets department of Weifang City, Shandong. The announcement shows that Weifang City Investment Group, the two major shareholders of ST Yaxing, signed a "Voting Rights Entrustment Agreement" with Yaxing Group, and Yaxing Group entrusted its voting rights to hold Yaxing Chemical 26.9327 million ordinary shares (accounting for 8.53% of the total share capital) to Weifang City Investment Group. In this way, the controlling shareholder of ST Asia Star has been changed to Weifang Urban Investment, and the actual controller has been changed to Weifang State-owned Assets Supervision and Administration Commission. ST Yaxing said in the announcement that this change is to promote the company's main business transformation.
In addition, Tianyan Check system shows that the major shareholder behind Jingzhi Group (holding 17.85% of the shares), the third largest shareholder of Jingzhi Wine Industry, is Anqiu Hua'an State-owned Assets Management Co., Ltd. under Weifang City.
"In order to safeguard the interests of investors and give full play to the advantages of controlling shareholders, taking various methods to promote the company to get rid of business difficulties, achieve transformation and upgrading, and have high-quality and healthy development has become an important choice for the company. Jingzhi Wine Industry is seeking to connect with the capital market, hoping to achieve leapfrog development with the advantages of the capital market." On January 20, 2021, ST Yaxing said in the announcement.
Even so, ST Yaxing's acquisition of Jingzhi Wine Industry has not been successful.The focus issue is that ST Yaxing said that the two parties to the transaction continued to negotiate again on the scope of the target operating assets involved in the core of the transaction, especially on whether the operating assets derived from liquor business (liquor culture, cultural tourism industry assets, etc.) are included in the scope of this acquisition. For this reason, the parties believed that the matter had constituted a substantial obstacle to the restructuring and decided to terminate the planning of the restructuring.
The data it disclosed shows that the operating assets derived from Jingzhi Liquor Business are in high debt and losses for a long time. From 2018 to 2020, the company's net assets were RMB 443 million, RMB 453 million and RMB 450 million, respectively, but the debt ratio fluctuated around 100%, and the losses in three years were RMB 14.3186 million, RMB 4.4004 million and RMB 1.6453 million (the above data has not been audited).
At the same time, ST Yaxing's financial report shows that the company was affected by the suspension of production and relocation, and its original production and operation business was still in a state of suspension, and only a small amount of finished products were maintained for sales of finished products. In the first three quarters of 2020, the company achieved main business income of 42.842 million yuan and a net profit attributable to shareholders of listed companies -19.9792 million yuan. "In the third quarter report, the company predicts that the cumulative net profit from the beginning of the year to the end of the next reporting period may be a loss. Investors are advised to pay attention to investment risks." The company said that the relevant situation shall be subject to the announcement.
Jingzhi Wine Industry's curve listing problem
For Jingzhi Wine Industry, which has always been seeking to go public, it has a tragic fate.
reporter noticed that just half a month before ST Asia Star announced its reorganization, Jingzhi Wine Industry officially "breaked up" with Jinshiyuan shares (603369.SH). On October 15, 2018, Jinshiyuan issued a progress announcement on the acquisition of assets, intending to acquire Jingzhi Wine Industry shares in cash, with a total share acquisition ratio of 34% to 49%.
However, this direct acquisition failed to be realized. Subsequently, on December 18, 2019, Jinshiyuan issued the "Announcement on Investing in the Establishment of Industrial Merger and Acquisition Funds", stating that the company plans to promote the Jingzhi project through the establishment of an industrial merger and acquisition fund, and use its own funds of 245 million yuan to participate in the establishment of an industrial merger and acquisition fund, specifically for the acquisition of Jingzhi Wine Industry shares. However, on December 24, 2020, Jinshiyuan announced that the acquisition was officially terminated.
reporter noticed that Jingzhi Wine Industry currently has three production plants and an ecological winemaking industrial park, with a raw wine production capacity of 30,000 tons, a commercial wine production capacity of 60,000 tons, and a raw wine storage capacity of 80,000 tons (not including 60,000 tons under construction), and is a key domestic wine brewing backbone enterprise. Announcement released by
ST Yaxing shows that in 2018, 2019 and 2020, Jingzhi Liquor Industry's liquor business achieved operating income of approximately RMB 999 million, RMB 1.222 billion and RMB 1.125 billion, and net profit of approximately RMB 52 million, RMB 56 million and RMB 75 million respectively (this data is unaudited).
"As the number one liquor company in Shandong, Jingzhi Liquor Industry, although its revenue has declined, its profits are growing. It is indeed not easy in the years affected by the epidemic." Ouyang Qianli, an expert in the liquor industry in Shandong, said that from the perspective of the Shandong market, Jingzhi Liquor Industry's performance has been steadily increasing. Whether it is marketing or its brand, there is room for imagination. I believe it will still find capital parties to cooperate in the future.
For this reason, Xiao Zhuqing believes that Jingzhi Wine Industry and Huaguan Wine Industry are the two leading local wine companies, but for Shandong Province with huge market capacity, it is a pity that no listed wine industry is available.
(Editor: Yu Haixia Proofreader: Zhang Guogang)
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