Tsinghua Unigroup reorganizes Yu Sanxia A to make a comeback in the listed coatings field?

Business Type: Co.
, Ltd.
(listed company)

Registered capital: 430 million yuan

Legal representative: Su Zhongjun

Yu Sanxia, ​​the company's predecessor was Chongqing Paint Factory, was founded in 1931.
The company also participates in Chongqing Kansai Paint Co.
, Ltd.
and Beijing Beilu Pharmaceutical Co.
, Ltd.
(the company's stock has been listed on the Growth Enterprise Market).

Party C: Chongqing Ziguang Chemical Co.
, Ltd.

Date of Establishment: December 27, 2000

Business Type: Co.
, Ltd.

Registered capital: 180 million yuan

Legal representative: Xiong Zechun (Luo Yucheng before February 2, 2015)

The company has 31 major investors.
Among them, Chongqing Chemical Medicine Holdings (Group) Company invested 67.
51 million yuan.

Ding Fang: Chongqing Ziguang Tianhua Methionine Co.
, Ltd.

Date of establishment: April 10, 2009

Business type: wholly state-owned company

Registered capital: 365 million yuan

Legal representative: Xiong Zechun

The company’s main investors are: Yang Jiuhan (with a capital of 10 million yuan), Tianjin Botian Chemical Co.
, Ltd.
(with a capital of 30 million yuan), Chongqing Huayi Holding (Group) Company (with a capital of 10 million yuan), Chongqing Ziguang Chemical Co.
, Ltd.
(Investment of 160 million yuan)

The main contents of the "Major Asset Reorganization Intention Agreement" are as follows:

Party A: Chongqing Chemical Medicine Holding (Group) Company

Party B: Chongqing Three Gorges Paint Co.
, Ltd.

Party C: Chongqing Ziguang Chemical Co.
, Ltd.

Ding Fang: Chongqing Ziguang Tianhua Methionine Co.
, Ltd.

The framework plan for this major asset reorganization is as follows:

1.
The counterparty

The counterparty of this major asset reorganization is Ding Fang, namely Chongqing Ziguang Tianhua Methionine Co.
, Ltd.

 2.
Transaction plan

The parties initially negotiated and determined the overall transaction plan for this major asset restructuring as follows:

(1) Issuing shares to purchase the underlying assets: Party B intends to purchase from Party D the 100% equity of Ningxia Ziguang Tianhua Methionine Co.
, Ltd.
held by Party D by issuing shares.
Both parties agree to negotiate and determine the transaction price of the transaction target based on the valuation value of the transaction target listed in the "Asset Evaluation Report" issued by the valuation agency on the transaction basis and approved or filed by the Chongqing SASAC.

(2) Raising matching funds: Party B will raise matching funds by privately issuing additional shares from investors.

3.
Situation of underlying assets

The target asset of this major asset reorganization was initially determined to be Ningxia Ziguang Tianhua Methionine Co.
, Ltd.
Ningxia Ziguang Tianhua Methionine Co.
, Ltd.
has a registered capital of RMB 60 million, and its main business is the R&D, production and sales of methionine, methionine hydroxy analogs, methionine intermediates, and methionine by-products.

After the general meeting of shareholders has reviewed and approved this proposal, Sanxia Paint will apply to the Shenzhen Stock Exchange for continued trading suspension, and it is expected that the major asset restructuring plan or report will be disclosed no later than September 28, 2016.

As an important role of this asset reorganization, I have to introduce the "troika" of Ziguang, Tsinghua, and Tsinghua.
The controlling shareholder of Tsinghua Unigroup is Tsinghua University, and the ultimate investor is the Ministry of Education; the actual controller of Tsinghua Unigroup and Tongfang Guoxin is also Tsinghua University.

According to incomplete statistics, in the first quarter of 2016 alone, Ziguang rushed into the shareholder list of 14 listed companies.
Judging from the industries in which the 14 companies are located, this round of investment by Tsinghua Unigroup can be described as "flowering on all sides", and there does not seem to be any obvious strategic logic: Sunshine shares with real estate development as its main business, and Xinlong Holdings in the chemical and textile industry.
To semiconductor equipment company *ST Zhongfa, clothing manufacturing Langsha shares, and then to today's Three Gorges Paint.
.
.
these seemingly unmatched companies, Ziguang Department of intensive shots, "adding them to the shopping cart.
"

As an old listed paint company, Chongqing Three Gorges Paint Co.
, Ltd.
should be regarded as the earliest listed company in the field of chemical coatings.
The company's predecessor was Chongqing Paint Factory, which was founded in 1931 and has 80 years of history in the production of paints.
In 1992, it was restructured into a joint-stock enterprise.
On April 8, 1994, with the approval of the State Securities Regulatory Commission, the company's stock was listed on the Shenzhen Stock Exchange (stock code 000565).
The company is headquartered in Degan Industrial Park, Jiangjin District, Chongqing, covering an area of ​​375 acres and a building area of ​​55,000 square meters.
There are production bases in Chongqing, Chengdu, and Xinjiang.
The main product is Sanxia brand paint.
It produces five series of products including anti-corrosion paint, industrial paint, automotive paint, architectural paint, and furniture paint, with more than 1,500 color varieties.

Yu Sanxia A has more than 1,000 employees and more than 300 paint professional and technical personnel.
The company also participates in Chongqing Kansai Paint Co.
, Ltd.
and Beijing Beilu Pharmaceutical Co.
, Ltd.
(the company's stock has been listed on the Growth Enterprise Market).
The company is currently the only remaining state-holding listed company in my country's capital market, the main business is paint production.

On April 28, 2016, Chongqing Three Gorges Paint Co.
, Ltd.
(000565) released its 2015 annual report.
The report showed that Chongqing Three Gorges Paint Co.
, Ltd.
achieved operating income of 648 million yuan in 2015 (paint and coating products realized operating income of 463 million yuan, Other chemical products realized operating income of 185 million yuan), a year-on-year increase of 19.
91%; realized net profit attributable to shareholders of listed companies of 145 million yuan, a year-on-year increase of 241.
50%.

Yu Sanxia A released its 2015 annual report (data source: Chongqing Sanxia Paint Co.
, Ltd.
2015 annual report)

However, the company said that the reason for the sharp increase in net profit was that in May 2015, the company sold 2.
37 million shares of Beilu Pharmaceutical (30,016) through the Shenzhen Stock Exchange’s block trading system, and obtained investment income of 124 million yuan.
The main business income has increased substantially.

As early as the end of 2013, Su Zhongjun, chairman of Chongqing Sanxia A (000565), pointed out in an investor exchange meeting that the current bottlenecks facing the chemical coatings industry mainly include disorderly competition and differences in the scale of local safety and environmental protection policies.
In 2015, Yu Sanxia A (000565) also stated on the investor relations interactive platform that it is necessary to further integrate various resources, adapt to the new normal with an open mind, and realize the company's development strategy through capital operation, mergers and acquisitions, joint ventures, and equity participation.
the goal.

Coincidentally, on June 12, Jiang Yang, vice chairman of the China Securities Regulatory Commission, spoke at the "Lujiazui Forum" and emphasized that the governance and supervision of listed companies is the cornerstone of the capital market.
Recently, many listed companies are keen on mergers and acquisitions and reorganizations of popular concepts such as Internet finance and film and television.
In this regard, Jiang Yang clearly stated that the supervisory authority will strengthen the supervision of flicker->"Guide listed companies to standardize their operations and do their main business honestly," he said.

However, for Jinlitai (300225), Yu Sanxia A (000565), Oriental Yuhong (002271) and other listed companies in the chemical industry, when the main business of chemical coatings is "difficult to do", they strengthen themselves through restructuring, perhaps a listed company Reluctant choice after listing.
(Source: Global Coatings Network) (For more information, please log in: Global Coatings Network http:// )