Nanguo Real Estate is a listed company controlled by Power Construction Real Estate, and the actual controller is the State Council SASAC. In order to implement the goal of state-owned enterprise reform, Dianjian Real Estate plans to integrate real estate business with Nanguo Real Estate as a platform to realize the concentration of state-owned assets to state-controlled listed companies.
The specific transaction plan is that Nanguo Real Estate absorbs the merged Power Construction Real Estate by issuing shares and paying cash to the shareholders of Power Construction Real Estate, and the transaction consideration is112.75 million yuan. Among them, cash payment was 654.38+0.2 billion yuan, and share payment was 654.38+0.075 billion yuan.
After the transaction is completed, Nanguo Real Estate, as the surviving party, will bear all the assets, liabilities, personnel, business, contracts and other rights and obligations of Dianjian Real Estate, and Dianjian Real Estate will lose its legal person status, and China Dianjian will become the direct controlling shareholder of Nanguo Real Estate.
Another case of state-owned enterprise reform
Established in 2005, Dianjian Real Estate is one of the first batch of 16 real estate enterprises approved by the State Council SASAC. Power Construction Group holds 0/00% equity of Power Construction Real Estate/KLOC-through China Power Construction Company and China Power Construction Company.
Southland Real Estate was founded by Xu Xiaoming. 1 1 years ago, Nanguo Real Estate successfully landed in the capital market, and Xu Xiaoming became the richest man in Hubei at that time. However, listing failed to become a springboard. Since then, the performance of Nanguo Real Estate has been devastated, and even suffered a financial crisis in 20 12.
As a last resort, Xu Xiaoming chose to sell the company's shares to survive. Since that year, the two sides have started a series of equity transfer. Until 20 14, Dianjian Real Estate acquired 65,438+10,000 shares of Nanguo Real Estate at a premium of about 10%, and officially became the largest shareholder of the latter.
After personally building real estate, Nanguo Real Estate tried to go out of Wuhan and expand new business boundaries, but due to regional layout and other factors, the performance crisis approached step by step. In the first half of the year, the company's operating income was 65.438+55.6 million yuan, down 50.69% year-on-year; The net profit of returning to the mother was-299 million yuan, down 1508.23% year-on-year.
At this time, injecting the core business of Dianjian Real Estate into Nanguo Real Estate is tantamount to "sending charcoal in the snow". Nanguo Real Estate said that this restructuring will help enhance its market expansion ability, sustainable profitability and comprehensive competitiveness.
From a larger perspective, this is an important measure for Dianjian Real Estate to integrate real estate business, realize the concentration of high-quality state-owned assets in state-controlled listed companies, further improve the allocation and operation efficiency of state-owned capital, and enhance the vitality of state-owned economy.
After the transaction is completed, the two parties will be integrated into a full-scale listed real estate enterprise in Power Construction Group, including residential and commercial real estate. By sharing resources such as market, commercial channels and land reserve, they will realize complementary advantages, improve resource utilization efficiency and solve potential competition problems in the same industry.
The performance of Nanguo Real Estate in the capital market is also in urgent need of remodeling. In 20 15, the share price of Nanguo Real Estate rushed to the high point of 12.39 yuan, but it has been falling all the way since then, and the share price is only 2.55 yuan so far.
According to SASAC 20 17, central enterprises should strengthen market value management and other measures to make listed companies better. From 2065438 to 2008, the State-owned Assets Supervision and Administration Commission (SASAC) once again proposed to rely on the platform of listed companies, integrate high-quality assets, revitalize existing shares, and do a good job in special governance of loss-making listed companies.
Nanguo Real Estate said that through this transaction, the Power Construction Group can make full use of the amplification effect of the capital market, increase the market value of the real estate business segment of the Power Construction Group, reduce the asset-liability ratio, improve the level of asset securitization, and realize the preservation and appreciation of state-owned assets.
Business integration still has risks.
Although there are many benefits, the reorganization still needs to be submitted to the shareholders' meeting for deliberation and approved by the China Securities Regulatory Commission, and whether it can be implemented smoothly is still uncertain.
It is worth noting that as Nanguo Real Estate will bear all the debts of Dianjian Real Estate, the latter needs to send a reorganization announcement to its creditors. In this case, some creditors may demand to pay off their debts in advance or provide corresponding guarantees.
As of March 3 1 day, 2020, the total audited liabilities of the parent company of Dianjian Real Estate were 52.885 billion yuan, and the total liabilities except employee salaries and taxes payable were 52.855 billion yuan. Among them, financial debt was 29.39 billion yuan and non-financial debt was 23.466 billion yuan.
Among the above-mentioned financial debts, there are still $2.048 billion in debts that have not obtained the relevant resolutions of the bondholders' meeting. Only the investors who hold more than 2/3 of the securities amount attend the above-mentioned meeting, and after more than 75% of the investors attending the meeting agree, they can be exempted from the liability for breach of contract related to Power Construction Real Estate.
If Nanguo Real Estate successfully undertakes all the above debts, the company's asset-liability ratio will rise from 8 1 in February of 201in 2020 and 8 1 in March to 84.36% and 83. 12%.
However, the company believes that this transaction will enhance its business scale and overall profitability, which in turn will help improve its solvency. The data shows that after this transaction, as of the end of March this year, the assets, income and net profit of Nanguo Real Estate will increase by 423.30%, 3685.06% and 94.70% respectively.
It is worth noting that power construction real estate is facing a decline in profits. In 20 18 and 20 19, the net profit of Dianjian Real Estate was130,000 yuan and 93 10/0,000 yuan respectively; From June to March, 2020, the net cash flow generated by the business activities of Dianjian Real Estate was-43,265,438+065,438+0.1.7 million yuan.
At the end of the last two years and the first period, the inventory balance of Power Construction Real Estate was 796.2 1 billion yuan, 93.968 billion yuan and 95.783 billion yuan respectively, accounting for 65.30%, 65.88% and 64.59% of the total assets respectively, and it faced certain risks of depreciation and inventory decline.
According to the agreement between the two parties, the accumulated net profit of Dianjian Real Estate from 2020 to 2023 should be no less than 2.826 billion yuan. Whether capital operation can help improve performance remains to be continued by both parties.
Nanguo Real Estate bluntly said that the number of subsidiaries of Dianjian Real Estate is large and the business layout is wide. "If the integration process is long and cannot be effectively coordinated, it will lead to potential risks such as slow business development, inefficient use of funds, unstable personnel structure and reduced management efficiency."