After more than ten days, UHV leading Fengfan shares (SH601700, stock price of 5.3 yuan, market value of 6.048 billion yuan) disclosed a detailed plan for cross-border acquisition of photovoltaic silicon wafer manufacturers, and the company’s shares will also resume trading on July 26.
On July 25, Fengfan Co., Ltd. announced that the company will acquire 100% equity of Suzhou Jingying Optoelectronics Technology Co., Ltd. (hereinafter referred to as “Jingying Optoelectronics”) by issuing shares and paying in cash.
The “Daily Economic News” reporter noticed that the plan disclosed the scope of the transaction object, the purpose of the transaction, the transaction method and the basic situation of the underlying assets. Last year, Jingying Optoelectronics’ net profit attributable to its parent turned losses into profits.
The plan disclosed that it planned to acquire 100% equity of Jingying Optoelectronics
After many calls, Fengfan shares finally disclosed the acquisition plan. As early as July 11, Fengfan Co., Ltd. announced that it was planning to purchase the control rights of Jingying Optoelectronics by issuing shares and paying cash, and to raise supporting funds. The stock was suspended on the second day (12th).
This news has caused heated discussions among investors, and the key reason is that this acquisition is a cross-border acquisition. Fengfan Co., Ltd. is a leading enterprise of transmission line towers in China, while Jingying Optoelectronics is a photovoltaic silicon wafer manufacturer, mainly engaged in the research and development, production and sales of monocrystalline silicon rods, polycrystalline silicon ingots, monocrystalline silicon wafers and polycrystalline silicon wafers. The production method provides customers with a small amount of cells and photovoltaic modules, as well as a small amount of photovoltaic power station operation business.
Image source: Visual China-VCG211321024254
With the announcement of the restructuring plan, the details of the transaction were disclosed, including the transaction method, transaction object, transaction purpose, etc.
Fengfan shares stated that the company intends to issue shares and pay cash to 8 target shareholders including Han Lili and Ma Yanting to purchase 98% of its equity in Jingying Optoelectronics, a wholly-owned subsidiary of Fengfan Green Building (Changshu) Co., Ltd. It is proposed to purchase a 2% stake in Jingying Optoelectronics held by Jinhuang Qiang in cash.
In terms of fundraising, Fengfan intends to raise funds by non-public offering of shares to no more than 35 specific investors. The total amount of funds raised does not exceed 100% of the transaction price of the assets to be purchased by issuing shares, and the number of shares issued at the same time does not exceed 100%. 30% of the total share capital of the listed company before the transaction.
For the purpose of this transaction, Fengfan shares also disclosed in detail in the plan.
On the one hand, the original main business of the listed company has fallen into the bottleneck period of the industry, and it is in urgent need of industrial transformation and upgrading and seeking diversified development. This transaction will help the listed company to realize the layout of the new energy photovoltaic industry. On the other hand, through this transaction, Fengfan Co., Ltd. will expand its industrial chain vertically. The development of its own power transmission business can promote the consumption of photovoltaic power generation in the upstream, and the addition of photovoltaic business can promote the development and innovation of the transmission line tower manufacturing of the original main business downstream. .
The target company turned losses into profits last year, with high revenue growth
In terms of transaction price, Fengfan said that the audit, evaluation and due diligence related to the underlying assets have not been completed, and the proposed transaction price of the underlying assets has not yet been finalized.
However, Fengfan Co., Ltd. disclosed the financial status of Jingying Optoelectronics in the plan. The performance of the target in recent years has been improving and the growth rate is relatively fast. Last year, it turned losses into profits.
In 2020, 2021, and the first half of this year, the operating income of Jingying Optoelectronics was 466 million yuan, 847 million yuan, and 658 million yuan, respectively, and the net profit attributable to the parent was -116 million yuan, 116 million yuan, and 86.7006 million yuan respectively.
From the perspective of assets, as of the end of the first half of this year, Jingying Optoelectronics had total assets of 2.428 billion yuan and net assets of 516 million yuan. As of the end of the first quarter of this year, Fengfan’s total assets were 5.272 billion yuan, and the size of the underlying total assets was nearly 50% of the company’s.
Fengfan shares also mentioned in the transaction purpose that Jingying Optoelectronics has good development prospects and strong profitability. At the same time, the target company can share the capital operation platform of the listed company, improve financing capabilities, and solve the capital bottleneck faced in the development process. .
The “Daily Economic News” reporter noticed that Jingying Optoelectronics was listed on the New Third Board from 2017 to 2019. In June 2017, Jingying Optoelectronics also signed a mentoring agreement with CICC for its initial public offering and listing on the Growth Enterprise Market. In August 2018, the two parties signed a termination mentoring agreement.
Although Jingying Optoelectronics has performed brilliantly in recent years, the photovoltaic industry is also in a period of development. Most solar photovoltaic cells use monocrystalline silicon wafers or polycrystalline silicon wafers as raw materials, but there are still certain risks in the operation of the target company. . Fengfan shares pointed out five major risks in the plan, including the risk of price fluctuations of raw materials and products, the risk of intensified market competition, the risk of overcapacity caused by industry expansion, the risk of battery technology iteration, and the risk of subsequent policy changes.
Source of cover image: Photo Network-500596401
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