Termination of overseas mergers and acquisitions
Looking back on this incident, we should start from October 2017. On October 20, 2017, Dagang announced that it plans to jointly invest A$SC with China Petroleum Strait (00852. HK) to establish AESC China. Dagang shares are funded in cash. 1.33 billion yuan, accounting for 51% of the registered capital.
Among AESC China's other funders, Strait Petrochemical intends to invest 870 million yuan in cash, accounting for 29%; GREEN invested 296 million yuan in technology-licensed company GSR, accounting for 9.87%; Wu Shenjun intends to invest in GSR equity 3.04 billion yuan, accounting for 10.13%.
Among them, GSR is the company established by the Jinshajiang Capital Team in Cayman. On June 30 this year, the company obtained the exclusive license to expand Nissan Power Battery in China.
Prior to this, in August 2017, Jinshajiang Capital and Nissan signed a final sale and purchase agreement. Jinshajiang Capital plans to acquire AESC, a battery subsidiary of Nissan, and Nissan's battery manufacturing operations in the United States and the United Kingdom, as well as Nissan's battery development and engineering business in Japan.
The data shows that AESC has more than 500 patents and 250 Nissan authorized patents. Jinshajiang Capital plans to further increase R&D investment, expand production capacity in the US, UK and Japan, and build new plants in China and Europe.
The purpose of AESC China is that after the completion of the acquisition of AESC, AESC China will invest 2 billion yuan, and Jinshajiang Capital and its referral third parties will invest more than 4 billion yuan to jointly establish a power battery industry fund of more than 6 billion yuan. .
The Battery Industry Fund and Jinshajiang Capital and its referral third parties will further jointly invest in the establishment of AESC Zhenjiang Project Company with a registered capital of 2.4 billion yuan. The project company will use AESC battery technology to invest in the construction of an annual output of 20GWH ternary lithium battery. And research and development base projects.
Specifically, the total investment of the project is as high as 12.5 billion yuan, of which the first phase of investment is 3.5 billion yuan, which is used to build a 4.5GWH ternary lithium battery production line, AESC China headquarters building and R&D base. It is expected to be June 2019. The second phase and the third phase of the investment are expected to be 3 billion yuan and 6 billion yuan respectively.
Dagang shares said that the company is committed to diversified development strategy, intends to invest in AESC China, and participate in the annual investment of 20GWH ternary lithium battery and R&D base project, which will create the dual main business of "integrated circuit + power battery". Continuous development provides new impetus.
However, this diversified transformation of investment projects has recently been terminated. Dagang shares announced that due to legal, foreign management, state-owned assets approval and other factors, domestic investment filing, licensing and other procedures have been delayed. Agreeing with the relevant parties on specific matters such as the time of investment, the terms of the transaction, and the follow-up development plan, the formal agreement on foreign investment has not yet been signed, and AESC China has not yet been established.
Dagang shares were recently informed that after Jinshajiang Capital informed it that it did not have sufficient funds to conduct the transaction, Nissan Motor Co., Ltd. officially announced the cancellation of the sale of the battery business unit AESC to Jinshajiang Capital.
The company believes that the participation in the establishment of AESC China is based on the acquisition of assets such as AESC by Jinshajiang Capital, using Nissan AESC battery technology to invest in lithium battery production bases, serving China's fast-growing electric vehicle battery market. In the acquisition transaction, the company believes that the joint venture to establish AESC China has been unable to achieve the purpose of this cooperation, so it is proposed to terminate this foreign investment.
Major shareholder abandoned transfer of shares
The termination of the overseas investment project, why did the controlling shareholder of Dagang Holdings give up the transfer of the company's equity? This also starts from the capital contribution plan at the time. 1.33 billion yuan, not a small amount for the Dagang shares at that time, as of 2017 At the end of the month, the company's book currency funds were only 544 million yuan.
In order to alleviate the financial pressure on Dagang's foreign investment, the controlling shareholder of the company, Ruirui Holding, proposed to transfer the 12.5% equity of Dagang shares held by way of public collection of the transferee. The funds or self-owned funds of the transfer of equity will be Dagang. The shares provide financial support.
However, in view of the current announcement by Nissan to cancel the sale of AESC, Dagang has terminated the joint venture to establish AESC China, and Ruirui Holdings has also decided to terminate the agreement to transfer part of the company's shares. At present, Ruirui Holdings holds 284 million shares of the company, accounting for the company. 48.97% of the total share capital, are unrestricted shares outstanding, of which 142.
The reporter of e company noticed that from the performance of the secondary market, in October 2017, the stock price of Dagang shares mostly remained above 13 yuan/share, even rising to 16 yuan/share in mid-November. 4. It is not too difficult to obtain nearly 1 billion yuan in transfer payments through equity transfer.
However, to date, the share price of Dagang has fallen below 6 yuan/share. The same amount of equity transfer, Ruirui Holdings may only receive transfer payments of no more than 500 million yuan, and the invisible will also bring more to Ruirui Holdings. Big financial pressure.