(Original title: InterChina Water Affairs indirectly acquired an 18.89% stake in Beijing Huiyuan for 850 million yuan, which was valued at 4.5 billion yuan)
Beijing Huiyuan, a well-known brand of fruit juice drinks, came to the funder and completed the industrial and commercial change, but the story with the capital market is not over yet.
On the evening of December 26, Guozhong Water Affairs (600187) announced that the company intends to transfer Shanghai Wensheng Assets Management Co., Ltd. (hereinafter referred to as Wensheng Assets) to participate in the reorganization and establishment of Beijing Huiyuan Food and Beverage Co., Ltd. Holding 31.481% of the shares of the platform company, after the transfer, China Water Affairs indirectly holds 18.89% of the shares of Beijing Huiyuan. The amount of this transaction is 850 million yuan. According to this price, Beijing Huiyuan will be valued at 4.5 billion yuan after the reorganization.
Hundreds of billions of assets of Wensheng entered Huiyuan
A reporter from Securities Times·e Company checked the third-party enterprise information query platform and found that Beijing Huiyuan has just completed the industrial and commercial change recently, and its registered capital has increased from about 320 million yuan to about 1.07 billion yuan; Shenghui Self-owned Fund Investment Co., Ltd., and Tianjin Wenshenghui Investment Management Partnership (Limited Partnership).
This means that Huiyuan Juice is officially owned by Wensheng Assets.
Who is Wensheng Assets? This Shanghai-registered asset management company was established in 2006. Its main shareholder is Zhejiang Wenhua Holding Co., Ltd., with total assets of more than 7.1 billion yuan and last year’s revenue of more than 400 million yuan.
In previous announcements, Guozhong Water Affairs stated that Wensheng Investment is a company that specializes in dealing with non-performing assets. The company’s cumulative management scale (principal and interest of debts) exceeds 100 billion yuan, and it is the leading operating level and operating performance among domestic private non-performing asset management companies. of enterprises.
In addition, data from the Choice financial terminal shows that Wensheng Assets is also one of the top ten shareholders of listed companies such as La Chapelle.
Who is the “shareholding platform” in the aforementioned announcement? Judging from the follow-up announcement, it refers to Zhuji Wenshenghui Self-owned Fund Investment Co., Ltd., with a registered capital of 1.6 billion yuan, which was established in April this year. Wenshenghui is a shareholding platform company specially established by Wensheng Assets to participate in the reorganization of Beijing Huiyuan. It only subscribes for 60% of the equity of Beijing Huiyuan after the reorganization is approved by the court, and does not engage in other business operations.
China Water Affairs’ investment can be traced back to the second quarter of this year. In April, Guozhong Water signed the “Project Cooperation Agreement” with Wensheng Assets. The two parties hope to cooperate and plan to jointly invest in the restructured Beijing Huiyuan. In late April, InterChina Water Affairs had paid Wensheng Assets a performance bond of 300 million yuan. However, due to the update of Beijing Huiyuan’s audit and evaluation report, the domestic epidemic caused Wensheng Assets to Beijing Huiyuan’s capital increase and the delay in the industrial and commercial change work, resulting in The progress of the project cooperation between the two parties has been postponed.
Until recently, InterChina Water planned to sign the “Share Transfer Contract” with Wensheng Assets and Wensheng Assets’ wholly-owned subsidiary Shanghai Xuhui Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as Shanghai Xuhui). The 31.481% shares held by Shanghai Xuhui in Wenshenghui were transferred to the company. After the transfer, InterChina Water indirectly holds 18.89% of the shares of Beijing Huiyuan.
Based on the 850 million yuan corresponding to the 18.89% stake in Beijing Huiyuan, the overall valuation of Beijing Huiyuan is 4.5 billion yuan. This is consistent with the overall equity valuation of Beijing Huiyuan of RMB 4.5 billion determined by the appraisal company based on the income method. Based on this calculation, Wenshenghui subscribed for 60% of Beijing Huiyuan’s equity after restructuring, and the equity valuation should be 2.7 billion yuan.
Beijing Huiyuan was founded in the early 1990s and once had a profound impact on the domestic fruit juice industry. With the changes in the economic environment, industry environment, and credit environment, Beijing Huiyuan has liquidity problems and debt risks have exploded. In July last year, Beijing No. 1 Intermediate People’s Law ruled that Beijing Huiyuan entered the reorganization process. As a well-known national brand of fruit juice drinks in China, this restructuring project has also become a star project that has attracted market attention in recent years.
In June of this year, the court ruled to approve Beijing Huiyuan’s reorganization plan. Wensheng Assets invested 1.6 billion as a reorganization investor and became the controlling shareholder of Beijing Huiyuan. The debt risk of Beijing Huiyuan will be resolved in the reorganization process through “common debt-to-equity swap + cash settlement of small debts + settlement of remaining debts secured by property”.
There are continuous episodes behind the investment
Previously, Wensheng Investment had made it clear that it would design a securitization plan for Huiyuan Beverage, and strive to achieve A-share listing within three to five years. It is worthy of attention whether the investment value of China Water Affairs’ 850 million yuan will increase with the listing of Huiyuan.
Behind this round of investment, the transaction party made a performance commitment. Wensheng Assets promises that Beijing Huiyuan’s audited accumulative deduction of non-net profit from 2023 to 2025 will not be less than 1.125 billion yuan, that is, the average annual deduction of non-net profit will not be less than 375 million yuan.
Guozhong Water believes that the purchase of shares is in line with the company’s current transformation plan. After the completion of the purchase of shares this time, it will not lead to changes in the company’s scope of consolidation, and the income from the investment will affect the company’s net profit.
Regarding the specific transformation plan, Guozhong Water Affairs did not make it clear in the announcement tonight. According to the previous statement of the company, it should point to the company’s strategic transformation to modern agriculture and healthy food.
Due to fierce competition and sluggish growth in the original sewage treatment business, InterChina Water has been preparing for transformation in recent years. Driven by the transformation strategy, Guozhong Water has recently deployed agriculture and accelerated the pace of business expansion.
In March of this year, InterChina Water planned to acquire 100% equity of Shanghai Pengxin High-tech Agriculture Development Co., Ltd. and Shanghai Pengxin Agricultural Investment (Group) Co., Ltd., which are owned by the actual controller, for 860 million yuan, but it ended in failure.
For the transformation of the company, secondary market funds are still expected. At noon today, the stock price of Zhongzhong Water Affairs quickly closed its daily limit.
Recalling the previous announcement, the current round of indirect investment of China Water Affairs in Beijing Huiyuan has not been smooth sailing, but episodes have continued.
As early as May of this year, InterChina Water Affairs announced that the company signed a “Project Cooperation Agreement” with Wensheng Assets. The two parties hope to cooperate and plan to jointly invest in the shares of the target company after the reorganization. However, it was not disclosed at the time that it was Beijing Huiyuan, only that the project was kept secret at the time. This “ambiguous” announcement made the market speculate that the company may inject Huiyuan Juice through restructuring in the future, which led to abnormal fluctuations in the stock price of Guozhong Water at that time.
In addition, for this investment, there are independent directors who express their objections.
The reason is that first, Huiyuan Beverage is completely inconsistent with the company’s main business, and there is no need for acquisition. Second, Huiyuan Company has gone bankrupt and reorganized, but in the “Project Cooperation Agreement”, it is said that the market value is as much as 2.8 billion, and there is no necessary financial statement. The risk is great. For this reason, SinoChina Water subsequently received a supervisory inquiry letter from the Shanghai Stock Exchange. Judging from the valuation disclosed tonight, the valuation of Beijing Huiyuan is higher than previously disclosed.