News: onJune 20, Xinjufeng (301296.SZ), a leading aseptic packaging company, disclosed the revised version of the major asset purchase report (draft). The Economic Herald reporter noticed that the revised draft additionally disclosed that "this acquisition is not a financial investment, nor is it a securities investment".
According to the previously released "Major Asset Purchase Plan", Xinjufeng intends to acquire the Hong Kong-listed company Greatview Packaging (00468.HK) held by JSH Venture Holdings Limited (hereinafter referred to as "JSH") in cash through an agreement transfer. 3.77 100 million shares, accounting for about 28.22% of the total shares of Greatview Packaging. The transaction consideration for this matter is 2.65 Hong Kong dollars per share, and the total transaction price is 999 million Hong Kong dollars, or about 864 million yuan. After the transaction is completed, Xinjufeng will replace JSH as the largest shareholder of Greatview Packaging.
As of the end of the first quarter of this year, the net cash flow generated by Xinjufeng's operating activities was -188 million yuan, a year-on-year decrease of 171 million yuan. The company's operating cash flow is tight, will it bring pressure to this acquisition? On the morning of June 20, a reporter from the Economic Herald called the company's Secretary of the Board of Directors. The staff said that they would transfer the relevant issues to the relevant person in charge of the company. . But as of the time of writing, the other party has not responded.
Can improve the quality of the company's assets
Xinjufeng is committed to providing comprehensive packaging solutions for the liquid food industry, involving aseptic packaging materials, filling machines, accessories, technical services, digital marketing and product traceability solutions. The company is located in the Development Zone of Xiaoxie Town, Xintai City. It was established in 2007 and listed on the Growth Enterprise Market of Shenzhen Stock Exchange on September 2, 2022.
As the target company, Greatview Packaging has more specifications and types of packaging products than New Jufeng. At the same time, Greatview Packaging is engaged in the sales of filling machines and their accessories, and New Jufeng has not yet been involved in this business field. "From the perspective of long-term business development, through this investment, the two parties will carry out cooperation and exchanges, which will have a certain positive effect on promoting the company's improvement of product categories and market layout." Xin Jufeng said.
It is reported that Xinjufeng intends to acquire 28.22% of the equity of the target company this time. After the transaction is completed, Xinjufeng will become the largest shareholder of the target company and will conduct accounting treatment for the shares of the target company held in accordance with the requirements of relevant accounting standards. In 2021, the target company will achieve a net profit of 285 million yuan attributable to the parent company, of which 28.22% equity corresponds to a net profit of approximately 80.43 million yuan; in 2022, the target company will achieve a net profit attributable to the parent company of 182 million yuan, of which 28.22% equity corresponds to a net profit of approximately 51.46 million yuan According to this calculation, it will contribute a certain amount of profit to the listed company. Combining the target company's historical financial data and industry development expectations, Xinjufeng believes that the acquisition of a minority stake in the target company can improve the company's sustainable development capabilities and asset quality to a certain extent.
From the perspective of equity structure, the actual controllers of Xinjufeng are Yuan Xunjun and Guo Xiaohong. Beijing Jingjufeng holds 22.56% shares of Xinjufeng and is the controlling shareholder of the listed company. The shareholders of Beijing Jingjufeng are Yuan Xunjun and Guo Xiaohong, who respectively hold 50% of the equity of Beijing Jingjufeng, and indirectly hold 22.56% of the equity of the listed company through Beijing Jingjufeng; Yuan Xunjun, as a shareholder of the listed company, Tibet Chengrongxin , the executive partner of Zhuhai Jufengrui, through Tibet Chengrongxin, Zhuhai Jufengrui actually controls 8.67% of the listed company's equity. Yuan Xunjun and Guo Xiaohong's couple actually control 31.23% of the shares of the listed company.
The counterparty of the transaction has not made a performance commitment
"This acquisition is not a financial investment, nor is it a securities investment." Xin Jufeng emphasized in the above-mentioned revised draft that the target company is a company listed on the main board of the Hong Kong Stock Exchange, and the assets purchased by the company in this transaction are Greatview Packaging. 28.22% equity, this transaction is a strategic investment, the company intends to hold it for a long time.
The Economic Herald reporter noticed that in this transaction, the counterparty did not make a performance commitment, which complied with the relevant provisions of the "Reorganization Management Measures". However, after the completion of this transaction, there is a possibility that the performance of the transaction target cannot meet expectations. "Because the counterparty of the transaction has not made a performance commitment, the counterparty of the transaction does not need to give corresponding compensation to the listed company. Under certain circumstances, it may have a certain impact on the interests of the listed company and shareholders." Yan Peng, a fund manager of a securities firm in the south, analyzed to a reporter from the Economic Herald .
