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Although there have been dozens of listed companies to become military-civilian integration concept stocks are sought after, but not all companies cross-border military smooth sailing.
On September 12, Fangda Chemical (000818, SZ) announced the latest progress of its acquisition of military assets, announcing that it intends to acquire the previously terminated restructuring acquisition targets with cash consideration of 450 million yuan and 628 million yuan, respectively. The takeover comes months after a messy deal was planned.
According to the reporter of the Daily Economic News, the successful acquisition of military assets will have a major impact on the main business of Fangda Chemical, making it stand on the air of military-civilian integration and become a double main business company. When the restructuring plan was announced, its share price briefly "soared". However, due to the complexity of the fixed increase and restructuring plan, the market has changed, and it has failed to launch restructuring twice, and finally chose cash acquisition. Fortunately, under the pressure of environmental protection, capacity reduction and other aspects, Fangda Chemical's original main business chemical industry is still stable. In contrast, its proposed acquisition of military assets in the first half of the performance is not optimistic.
Persist in cross-border military industry
After the board of Directors considered and passed the relevant proposal on June 13 to change the acquisition of military assets in cash, on September 12, Fangda Chemical finally issued a number of relevant announcements. Announced that it has proposed to acquire 100% of the shares of Wolters Kluwer Electronic Modules (Shenzhen) Co., LTD. (hereinafter referred to as Wolters Kluwer Electronics) and 70% of the shares of Changsha Shaoguang Semiconductor Co., LTD. (hereinafter referred to as Changsha Shaoguang) at the consideration of 450 million yuan and 628 million yuan respectively.
Time back to August 25, 2012, when Fangda Chemical for the first time issued a major asset restructuring transaction report including the above assets, the stock price rose in response, August 26 to August 31, a number of continuous limit.
Good times did not last long, followed by a number of "stock trading abnormal volatility announcement", is the letter of concern from the Shenzhen Stock Exchange and the feedback given by the CSRC. Although Fangda Chemical responded one by one, in December 2016, due to the insufficient disclosure of the stability of the control rights of the listed company in the application materials after the completion of the transaction, the CSRC announced that the major asset restructuring decision of Fangda Chemical was not approved.
Fangda Chemical chose to press ahead. The reason is: "The company will achieve business expansion to the military electronics field, seize the market opportunities brought by the development of China's military industry", and began to revise the declaration materials. On December 30 of that year, Fangda Chemical submitted a new report.
However, this time, the SFC has not yet approved the opinion. The company's management suffered an "earthquake", and in a few months, not only the chairman of the board changed positions, but also the secretaries, directors, and independent directors resigned successively. Until June 15 this year, in the context of a major management reshuffle, Fang Da Chemical announced the termination of the major asset restructuring.
However, the matter has not ended, in July this year, Fang Da Chemical mentioned in the announcement that it would cancel the previous additional issue plan and change to cash to acquire some military assets in the original plan, and the relevant financial indicators have not reached the standards of major asset restructuring. From the acquisition of military targets to the implementation of some acquisitions, Fang Da Chemical has spent several months.
Performance promises shrink from restructuring plan
In the twists and turns of acquisition and reorganization, not only the number of acquisition targets "shrank", but also the performance bet has quietly changed. As can be seen from the announcement of foreign investment and acquisition issued by Fangda Chemical on September 12, WACCO promised that the net profit withheld from the mother from 2017 to 2019 will be no less than 36 million yuan, 43.2 million yuan and 51.84 million yuan respectively; Changsha Shaoguang promised three years of non-return to the mother's net profit of not less than 69 million yuan, 82.8 million yuan and 99.36 million yuan.
The "Daily Economic News" reporter noted that this performance commitment has changed compared with the trading report disclosed in December 2016, among which, from the change of performance bets in 2017 and 2018, Wolters Kwik Electronics reduced by 28% and 38%; Changsha saw reductions of 27% and 40%.
According to the evaluation report disclosed by Fangda Chemical on September 12, Changsha Shaoguang achieved a net profit of 68.4927 million yuan in 2016, and WysK Electronics achieved a net profit of 35.819 million yuan in 2016, which reached the performance commitment level of the previous restructuring. However, the target performance level in 2017 is not optimistic, WACO Electronics achieved a net profit of 12.5027 million yuan in the first half of the year, and Changsha Shaoguang made a profit of 21.3016 million yuan, compared with the latest performance commitment, the completion progress has not reached one-third.
The new main business has not been introduced, and the chemical industry in which Fangda Chemical is located has been affected by environmental protection, capacity reduction and other factors. In the semi-annual report, Fangda Chemical believes that the downstream demand for chemical products is weak, and overcapacity has become a restricting factor in the industry.
Fortunately, Fangda Chemical's performance has not been affected. Fangda Chemical's 2017 semi-annual report shows that in the first half of the year, the company achieved total revenue of 1.495 billion yuan, an increase of 35.58%, and achieved net profit of 61.02 million yuan, an increase of 482.52%. According to its understanding of the industry, the survival of the fittest effect of production capacity is good for it.
In the case of repeated setbacks in restructuring, why is Fangda Chemical so attached to military assets? The reporter called Fangda Chemical Secretary Office telephone, but as of press could not be connected.
