Following Wanhua Chemical’s major asset reorganization at the beginning of this year and becoming the province’s first state-controlled overall listed company, Yantai Taihe New Materials Group Co., Ltd. (hereinafter referred to as “Tahe Group”) also officially launched its overall listing. This marks that Shandong will usher in another case of overall listing of state-owned enterprises and “another success” in the securitization of state-owned capital.
On the evening of the 8th, Taihe New Materials officially released the “Absorption and Merger of Taihe Group” and Issuance of Shares to Purchase Assets and Raise Supporting Funds and Related Transaction Plans”, announced that it plans to absorb and merge Taihe Group by issuing shares to Guofeng Holdings and Yutai Investment, all shareholders of Taihe Group.
“After this transaction, state-owned shareholders will directly hold shares of listed companies, which is conducive to the securitization of state-owned capital, improves the liquidity and value-added space of state-owned capital, and adapts to the It reflects the country’s spirit of encouraging state-owned enterprises to go public as a whole.” Taihe New Materials said.
The transaction will be carried out in three steps
In this transaction plan It includes three parts: merger by absorption, issuing shares to purchase assets and raising supporting funds.
The most critical part of the merger is that the listed company is the absorbing party, and Taihe Group is the absorbed party. After the merger is completed, the listed company will inherit and take over all the assets, liabilities, business, personnel, etc. of Taihe Group as the surviving company. Taihe Group’s legal person qualification will be cancelled, and the shares of the listed company held by Taihe Group will be cancelled. Feng Holdings and Yutai Investment will become shareholders of the listed company after the merger.
At the same time, the listed company also plans to issue shares to 12 natural persons including Guosheng Holdings, Yutai Investment, Transportation Group, State-owned Assets Operating Company and Yao Zhenfang to purchase their holdings Some Minshida shares 65.02%.
As of now, the listed company has directly held 15.00% of the shares of Minstar, and Taihe Group holds 16.84% of the shares of Minstar. After the completion of this transaction, the listed company will total Holds 96.86% of Minstar shares.
According to data, Minshida, established in May 2009 in Fushan District, Yantai City, is the first aramid paper manufacturer in the country and a leading enterprise in the domestic aramid paper industry. It has aramid paper production capacity of 2,200 tons/year. At present, Minstar’s products have been gradually accepted and recognized by more than 200 customers at home and abroad, including ABB, AVIC, CRRC, Xinfil, Panasonic Welding Machine, etc., becoming the most favored by end customers in the world. One of the brands of aramid paper.
According to financial data, in 2017, 2018 and the first half of 2019, Minshida achieved net profits of 11.562 million yuan, 16.3571 million yuan and 16.3571 million yuan respectively attributable to the owners of the parent company. 10.8314 million yuan. Up to now, Guosheng Holdings is the largest shareholder of Minstar, and Yantai State-owned Assets Supervision and Administration Commission is the actual controller of Minstar.
In addition, in this transaction, the listed company also plans to make a non-public offering to a total of no more than 10 qualified specific investors, including Guofeng Holdings or its affiliates. To raise supporting funds through stocks, the total amount of supporting funds raised shall not exceed 500 million yuan. Among them, Guofeng Holdings or its affiliates plan to participate in the subscription of shares issued with supporting funds raised this time, with the subscription amount not exceeding 80 million yuan.
Bringing surprises to Shandong capital market
Overall listing—— In the process of continuing to deepen the reform of state-owned enterprises, there is no doubt about its status.
Since 2015, in a series of opinions and documents on deepening the reform of state-owned enterprises issued by the Party Central Committee and the State Council, state-owned enterprises have been strongly encouraged to actively implement reforms and improve the management of state-owned assets. system and improve the modern enterprise system, which also clearly states that it is necessary to “increase the reform of the corporate system at the group level, vigorously promote the restructuring and listing of state-owned enterprises, and create conditions for the overall listing of group companies.”
The Shandong Provincial State-owned Assets Supervision and Administration Commission clearly stated in the “2017 Work Points” that Shandong will accelerate the pace of asset securitization, make full use of domestic and overseas multi-level capital markets, and accelerate Promote the initial listing of enterprises, give full play to the role of listed company platforms, reorganize and integrate high-quality industry assets, accelerate the overall listing of main business assets and the overall listing of groups, and improve the level of asset securitization.
Therefore, following Wanhua Chemical, the overall listing of Taihe Group is of great significance to the reform of Shandong state-owned enterprises.
In fact, from the perspective of Taihe New Materials’ main business, financial status and profitability, this reform will also bring surprises to the Shandong capital market.
The reporter noticed that before this transaction, the listed company’s main business was the research and development, production and sales of high-performance fibers such as spandex and aramid. After the completion of this transaction, Taihe New Materials will inherit and assume all assets, liabilities, contracts and all other rights and obligations of Taihe Group, and Taihe Group’s chemical fiber production supporting assets will be fully injected. At the same time, through the acquisition of Minstar’s equity, the listed company’s main business will also extend to the R&D, production and sales of downstream aramid paper and its derivative products, and the high-performance aramid fiber industry chain will be more complete. </p
