Shandong Huapeng’s promotion of major asset restructuring has always attracted attention from the outside world. On the evening of August 30, Shandong Huapeng issued an announcement in response to the previous inquiry letter on the restructuring of the Shanghai Stock Exchange. It is worth noting that a week ago, Shandong Huapeng applied to the Shanghai Stock Exchange to resume issuance of shares, pay cash to purchase assets, raise supporting funds and review related transactions, which also means that Shandong Huapeng’s restructuring matters have been restarted.
The acquisition targethas the advantages of a complete industrial chain
Looking back at the reorganization of Shandong Huapeng, according to the transaction draft disclosed by the company, Shandong Huapeng plans to acquire 100% of the shares of Hebang Chemical held by Haike Holdings and raise supporting funds through a fixed increase. The transaction price of 100% of the shares of Hebang Chemical is 1.124 billion yuan, of which the share-based payment part is 1.012 billion yuan and the cash payment part is 112 million yuan. Shandong Huapeng purchased assets and issued shares at a price of 4.70 yuan per share, and the number of shares issued was 215.213 million shares. After the transaction is completed, Hebang Chemical will become a wholly-owned subsidiary of Shandong Huapeng.
After the restructuring was disclosed, the Shanghai Stock Exchange issued a letter of inquiry to Shandong Huapeng, requiring Shandong Huapeng to explain Hebang Chemical's production capacity, market position, sector positioning, performance commitments, and the listed company's business plan.
In this reply, Shandong Huapeng stated that Hebang Chemical, the subject company of this reorganization, has been focusing on the integrated development of the industrial chain since its establishment, and based on the caustic soda business, it produces epichlorohydrin products and develops epoxy resin products. , it has currently deployed a variety of products upstream and downstream of the industrial chain, and has the advantage of a complete industrial chain. In the future, Hebang Chemical will continue to deploy "special epoxy resin" projects and extend the industrial chain.
Data show that Hebang Chemical's main business is the research and development, production and sales of chemical products such as caustic soda and epichlorohydrin. From January to June 2020, Hebang Chemical's operating income was 826.4253 million yuan, 1.2258651 million yuan, 1.4634763 million yuan and 566.9617 million yuan respectively, exceeding 1 billion yuan for two consecutive years; net profits were 18.5391 million yuan, 157.5837 million yuan. Ten thousand yuan, 151.711 million yuan, and 12.1374 million yuan, with a total of 334 million yuan; the net cash flow from operating activities was 61.1197 million yuan, 220.6797 million yuan, 253.7905 million yuan, and -14.8224 million yuan respectively, with a total of 521 million yuan. During the reporting period, Hebang Chemical's overall operating performance was stable, the net cash flow generated from operating activities performed well, and the scale was large. Moreover, after years of development, Hebang Chemical has accumulated a number of intellectual property rights in core technologies, including 30 invention patents and 14 utility model patents.
From an industry perspective, domestic caustic soda is mainly used in alumina, papermaking, textiles, detergents, medicine, water treatment and food processing, basically covering all areas of "food, clothing, housing and transportation" of national life. As the national economy continues to grow, the demand for caustic soda downstream industries continues to increase. In the epoxy resin and epichlorohydrin industries, with the leap-forward improvement in the level of electronic informatization, the demand for circuit boards has increased, driving the demand for upstream copper-clad laminates and epoxy resin industries to increase significantly; in the aerospace and automotive fields, under the trend of lightweighting , there is a greater demand for resin-based composite materials; in addition, with the rapid development of the transportation field, epoxy resin and epichlorohydrin will be used in greater quantities.
At present, in addition to the caustic soda business, Hebang Chemical has also deployed multiple products such as epichlorohydrin and epoxy resin industry. Shandong Huapeng stated in the announcement that Hebang Chemical Tools has the advantages of comprehensiveness and complete industrial chain. At the same time, it has advanced process technology, energy consumption indicators are better than the industry benchmark level, excellent product quality, mature business model, and stable development of downstream industries. The product provides a broad market space.
Major asset restructuring resumes
The reorganization of Shandong Huapeng went through twists and turns. On April 28 this year, the reorganization was accepted by the Shanghai Stock Exchange. On May 19, the company received an audit inquiry letter from the Shanghai Stock Exchange. However, on June 30, because the financial information recorded in the company's application documents had expired and required supplementary submission, the Shanghai Stock Exchange suspended the review of the company's main board restructuring and listing business.
However, Shandong Huapeng has regarded the reorganization as a set goal. Company executives have stated in many public occasions that they will resolutely promote the reorganization. On the evening of August 22, Shandong Huapeng announced that the company applied to the Shanghai Stock Exchange to resume issuance of shares and pay cash to purchase assets, raise supporting funds and review related transactions.
The announcement shows that Shandong Huapeng plans to purchase 100% of the equity of Hebang Chemical held by Haike Holdings through the issuance of shares and payment of cash. While implementing the above-mentioned issuance of shares and payment of cash to purchase assets, the company will use the price inquiry method to issue shares to no more than 35 (inclusive) specific targets to raise supporting funds (hereinafter referred to as "this transaction").
Shandong Huapeng said that as of now, the company has updated the financial information recorded in the application documents to June 30 this year, and completed the update and supplement of the application documents. In accordance with the relevant provisions of the "Shanghai Stock Exchange Review Rules for Major Asset Restructuring of Listed Companies", the company has now submitted an application to the Shanghai Stock Exchange for resumption of review.
Recently, Shandong Huapeng released its semi-annual report, showing revenue in the first half of the year of 273 million yuan and a loss of 110 million yuan. Shandong Huapeng also specifically pointed out in its performance report that the company is working hard to promote major asset restructuring.
It can be seen that what Shandong Huapeng is targeting is Hebang Chemical's strong profitability and great development potential in order to reverse the company's operating situation. By investing Hebang Chemical's high-quality assets and disposing of its existing businesses, Shandong Huapeng is expected to improve its current operating and asset conditions.
Shandong Huapeng said that the company is currently promoting major asset reorganization, determining the reorganization plan and performing approval procedures. After the reorganization is completed, the company will realize the transformation of its main business, its operating conditions and asset status will be improved, and its sustainable profitability and development potential will be improved. Further enhance, thereby maximizing the interests of shareholders of listed companies.
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