On June 20, Runbang shares (002483, SZ) announced that it had recently received a notice from the company’s controlling shareholder Nantong Prestige Industrial Co., Ltd. (hereinafter referred to as Prestige Industrial) that Prestige Industrial and Guangzhou Industrial Investment Holding Group Co., Ltd. (hereinafter referred to as Guangzhou Industrial Control) ) The “Share Transfer Framework Agreement” was signed on June 18, 2021.
The announcement shows that Prestige Industrial intends to transfer its 20% stake in Runbang to Guangzhou Industrial Control. After the transaction is completed, Guangzhou Industrial Control will directly hold 20% of Runbang’s shares and become the company’s new controlling shareholder. The company actually controls The person will be changed from Wu Jian to Guangzhou Municipal People’s Government.
In the evening, a person from Runbang shares told the reporter of “Daily Economic News” that the introduction of large state-owned enterprise groups as strategic controlling shareholders by Runbang shares this time is through the use of state-owned capital and private industrial capital to complement each other and promote each other to further strengthen the company as a whole. Anti-risk ability and improve the level of corporate governance. At the same time, Guangzhou Industrial Control will provide support including funds and industrial coordination to help the company expand the southern market including high-end equipment business and environmental protection.
Guangzhou state-owned enterprises take over at a premium
The announcement shows that as of the announcement date, Prestige Industry held 31.02% of Runbang shares in total, and Wu Jian directly held 0.17% of Runbang shares.
According to the information provided by Runbang, Guangzhou Industrial Control was established in 1978 with a registered capital of 6.268 billion yuan. It is a wholly state-owned enterprise 100% owned by the Guangzhou Municipal People’s Government. In 2019, it achieved a cumulative operating income of 67.19 billion yuan and a total industrial output value of 352. With a total profit of 3.2 billion yuan and a total asset of 66.2 billion yuan, it ranks 291st among the top 500 Chinese enterprises in 2020 and 131st among the top 500 Chinese manufacturing enterprises.
Guangzhou Industrial Control owns two listed companies, Sunward Intelligent (002097, SZ) and Jinming Precision Machinery (300281, SZ) and Guangzhou Steel, Wanbao, Wanli, Sunward Intelligent, Jinming and other brands. Its main business includes high-end machinery and equipment, refrigeration household appliances industry , Rubber chemicals, auto parts, material manufacturing, supply chain services, etc., have industry-leading industrial foundations and technological advantages in high-end equipment manufacturing, material manufacturing, refrigeration appliances, rubber chemicals and other fields.
This “Share Transfer Framework Agreement” shows that the initial transfer price of the target shares is not higher than 6.69 yuan per share, that is, the valuation of 100% equity of the listed company is not higher than 6.3 billion yuan, and the total amount of the transfer price of the target shares is initially determined. Certainly not higher than 1.260 billion yuan.
As of the close of trading on the afternoon of June 18, the share price of Runbang shares was 4.65 yuan per share.
In this transaction, in addition to the transfer of shares, Prestige Industrial also agreed to give up the voting rights, proposal rights and other shareholder rights involved in the 11.02% of the total capital of Runbang shares held by Guangzhou Industrial Control in accordance with the needs of Guangzhou Industrial Control; at the same time, it promised this transaction. Within 3 years from the date of completion, there will not be any direct or indirect means to reduce the shares and rights of the target company through forward agreement, agreement transfer, block transaction, centralized bidding, transfer of income rights, etc.
In addition, Prestige Industry promises that after the completion of this transaction and the transfer of the underlying shares, the consolidated financial statements audited and confirmed by an accounting firm confirmed by both parties for three consecutive full fiscal years from 2021-2023 will return to the total net profit of the parent. Not less than 600 million yuan.
Runbang’s 2020 financial report shows that during the reporting period, it achieved operating income of 3.615 billion yuan, a year-on-year increase of 56.23%, and net profit attributable to the parent was 256 million yuan, a year-on-year increase of 82.56%.
Assist the company to expand the southern market
The announcement shows that after the completion of this transaction, Prestige Industry will coordinate the core management and operation personnel of Runbang Co., Ltd. and its subsidiaries confirmed by Guangzhou Industrial Control to maintain relative stability within 3 years to ensure that the company’s normal production and operation activities are not affected.
In addition, Guangzhou Industrial Control promises to support the target company to expand its equipment business and environmental protection business in the south and establish a high-end equipment manufacturing base, and follow-up opportunities to support the target company to strengthen and expand the scale of related industries through fixed increase financing; to integrate advantageous resources to assist Runbang shares to expand High-end equipment business including offshore wind power equipment, marine engineering equipment, port equipment, etc. in the southern market; help the company expand environmental protection related markets and businesses in the southern market, and further increase the company’s market share in the environmental protection business field.
The “Daily Business News” reporter noted that on November 15, 2019, the actual controller Wu Jian of Runbang shares promised in the “Letter of Commitment on Maintaining Control of Listed Companies”: “From the date of completion of this transaction Within 36 months, I will not voluntarily waive the voting rights in the board of directors and shareholders meeting, will not delegate the aforementioned voting rights to a third party, will not voluntarily waive the right to nominate directors and senior managers of listed companies, and will not voluntarily waive The control of the listed company will not assist any other party in seeking control of the listed company. 2. Within 36 months from the date of completion of this transaction, I will comply with laws, regulations and regulatory documents on the premise , To maintain its control over the listed company.”
In this regard, Runbang shares announced that in order to promote the implementation of this share transfer, the company plans to convene meetings of the board of directors, the board of supervisors, and the general meeting of shareholders to consider exempting the company’s actual controller from the aforementioned commitments. When the company’s board of directors and the general meeting of shareholders deliberate on exempting the company’s actual controller from commitments, the related shareholder Prestige Industry and the actual controller Wu Jian will abstain from voting in accordance with the regulations.
Cover image source: Photo by Liu Guomei, Daily Economic News
Real-time query of global new pneumonia epidemic