(Original title: Caisuo | Jinzi Ham’s three changes and fixed increase plan, the actual controller’s subscription amount has shrunk)
Recently, Jinzi Ham released a fixed increase plan of 1.05 billion yuan. Since the company planned to change the actual controller in the second half of last year, it has revised the fixed increase plan three times.
Why is the fixed increase plan of golden ham so twists and turns? What information does the newly added plan reveal?
What is the difference between the three fixed increase plans?
Jinzi Ham announced in May 2021 that it planned to implement a major asset restructuring, and in August of the same year, it launched a plan for the change of ownership of the actual controller. The change of ownership plan consists of two parts, that is, the assignee (Ren Qifeng) will take over all the shares (20.3%) of Anji Bama Enterprise Management Partnership (Limited Partnership), the then major shareholder of Jinzi Ham, and Ren Qifeng will continue to subscribe for Jinzi Ham issued 293 million shares, raising 1.19 billion yuan. The final assignee, Ren Qifeng, will hold 38.69% of Jinzi Ham’s shares.
However, the first plan died after only two months. Jinzi Ham said: “After comprehensively considering the transaction procedures and the subsequent operation and management of the listed company, it was decided to terminate the fixed increase plan.” At the same time, Jinzi Ham has thrown out a new change of ownership plan. This plan is exactly the same as the previous plan. The biggest difference is that the “buyer” has become Ren Guilong, who is currently the actual controller of Golden Ham. At the same time, the number of additional shares issued by the supporting fixed increase plan slightly changed to 292 million shares, and the maximum raised funds increased to 1.24 billion yuan.
It is worth noting that Ren Guilong and Ren Qifeng belong to the same family, and Ren Guilong is Ren Qifeng’s father-in-law. According to Tianyancha information, Ren Guilong is the legal representative of Ningbo Perui Energy Technology Co., Ltd., and Ren Qifeng is the general manager of the company.
After a one-year delay, the third plan has been significantly adjusted.
First, the raised funds fell from the original 1.24 billion yuan to 1.05 billion yuan. This is mainly because the share price of Jinzi ham has fallen, and the number of additional shares planned to be issued has returned to 293 million shares.
What is more influential is that the additional shares originally subscribed by Ren Guilong alone have now become no more than 35 (including 35) specific investors, including Ren Guilong, who meet the conditions stipulated by the China Securities Regulatory Commission. As a result, the controlling shareholder Ren Guilong will have to wait for further information to be disclosed as to how much the controlling shareholder Ren Guilong will eventually subscribe for.
The shrinking of major shareholders and fixed growth will inevitably make investors doubtful. Recently, Ren Guilong pledged 100 million shares of Jinzi Ham, accounting for half of his shares. The pledged party is Yang Guofen personally, and the pledge deadline is March 5, 2023. The market value of these equity pledge days is 426 million yuan, the liquidation line is 3.83 yuan per share, and the current share price of Jinzi ham is 4.03 yuan per share.
“Lion’s big mouth” fixed increase
It is worth noting that the fixed increase plan of Jinzi ham raised funds as high as 1.05 billion yuan. Compared with its net profit, it is unavoidable to have a “lion’s mouth”.
As of the first half of this year, the owner’s equity of Jinzi ham attributable to the parent company totaled 1.37 billion yuan. This fixed increase will increase the owner’s equity of Jinzi ham by 77%. It is conceivable that the equity of small and medium shareholders will be diluted.
Moreover, Jinzi Ham plans to use all 1.05 billion yuan to expand production capacity. The main investment project is the construction of a digital intelligent industrial base for meat products with an annual output of 50,000 tons. It plans to invest 1 billion yuan and use the raised funds of 959 million yuan. The construction period of the project is expected to be 30 months. Another project is the digital intelligent three-dimensional cold storage of Frozen Food City Co., Ltd. It plans to use the raised funds of 91 million yuan and the project construction period is 15 months. This means that once these projects are put into production, it will greatly increase the fixed assets of Golden Ham. At present, the company’s total fixed assets are only 250 million yuan. After the project is put into operation, the company’s average annual fixed asset depreciation will increase significantly, which will further squeeze profit margins. In addition, whether the new production capacity can be digested smoothly is also a problem.
Employee Stock Ownership Plans Bypass Performance Appraisal Standards
Since Golden Ham changed hands, management has also changed. At present, there are 6 members of the board of directors of the company. Chairman Ren Qifeng, directors Ma Bin and Zhou Guohua, and 3 independent directors are all newly nominated and will serve from December 2021. Shi Yanjun, the former president of Jinzi Ham, and Wu Yuexiao, the company’s director and vice president, have resigned.
The “new head” brought a big gift when he took office. On August 27, Golden Ham disclosed the “First Phase Employee Stock Ownership Plan (Draft)”, which aroused inquiries from the exchange.
The employee stock ownership plan in the “Draft” plans to repurchase Jinzi ham shares at 3.78 yuan per share, and the total subscription amount does not exceed 150 million yuan (inclusive). However, 98.14% of these shares are held by the directors, supervisors and senior executives of Golden Ham (including 2 supervisors). Compared with equity incentive plans, employee stock ownership plans do not require performance appraisal and other related indicators. In this regard, the exchange inquired whether there was a deliberate circumvention of the relevant requirements for incentive objects and the setting of performance assessment indicators in the “Administrative Measures for Equity Incentives of Listed Companies”.
Jinzi Ham replied that although the company has not set short-term performance goals at the company level, it will conduct performance appraisals on individuals according to the company’s performance appraisal related systems. The number of underlying stocks involved in the shareholding plan shares finally unlocked by the holder is determined based on the results of the individual performance appraisal. “This will help the core backbone to focus on the realization of the company’s medium and long-term strategic goals, rather than focusing too much on the company’s short-term performance and stock price fluctuations.”
Image source: Announcement, Interface News Research Department
As of September 30, the first phase of Jinzi Ham’s employee stock ownership plan has been completed. Calculated at the subscription price of 3.78 yuan per share, the seven executives of the first batch of employee stock ownership plans have made a total floating profit of 9.77 million yuan.
Statement: Securities Times strives for true and accurate information. The content mentioned in the article is for reference only and does not constitute substantive investment advice. Operational risks are based on this.
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