Wanli Co., Ltd. (600847) announced on the evening of January 19 that it plans to use 100% equity of Wanli Power (estimated value of 680 million yuan) as a put-out asset, and the 48.95% equity of Terry Battery held by the counterparty in total (estimated value) 1.15 billion yuan), that is, the equivalent part of the placed assets will be replaced. For the difference between the placed assets and the placed assets (estimated value of 470 million yuan), the company issues shares to purchase from all counterparties.
At the same time, Wanli plans to raise no more than 150 million yuan to increase the capital of Terry Battery, which will be used for the project under construction of Terry Battery. The capital increase price will be determined according to the final transaction price of Terry Battery determined in this transaction. After the capital increase is completed, the shareholding ratio of the listed company in Terry Battery will not be less than 51%.
Previously, Wanli shares had been suspended from the market opening on January 6. Upon application, Wanli shares will resume trading from the market opening on January 20.
The main business of Wanli Co., Ltd. is the research and development, production and sales of lead-acid battery products, which are mainly used in the field of start-stop of automobiles. In recent years, affected by various factors such as the decline in macroeconomic growth, the improvement of environmental protection standards, and the rapid growth of vehicle ownership in the early stage, superimposed lithium battery technology and products have developed rapidly, and the substitution effect on traditional lead-acid batteries has gradually emerged. The competition in the battery industry has intensified, and the overall profitability of Wanli shares is weak.
From January to September in 2019, 2020 and 2021, Wanli Co., Ltd. achieved operating income of 552 million yuan, 587 million yuan and 419 million yuan respectively, and realized net profit attributable to the parent of 8.9071 million yuan, 4.0228 million yuan and 4.7812 million yuan.
It is worth mentioning that in August 2018, Wanli shares changed its control, and the controlling shareholder changed from Nanfang Tongzheng to Jiatianxia. At that time, according to the relevant agreement on the transfer of control rights, Nanfang Tongzheng, the original controlling shareholder of Wanli Co., Ltd. or its designated entity, should undertake the existing lead-acid battery business assets of the listed company within three years.
On August 9, 2021, Jiatianxia signed a supplementary agreement with Nanfang Tongzheng and its actual controller Liu Xicheng, agreeing to extend the period for the above-mentioned assets to be released to February 9, 2022.
It is precisely based on the above agreement and related arrangements, and considering the intensified competition in the lead-acid battery industry and the weak profitability, Wanli shares planned to purchase lead-acid battery business assets and acquire 48.95% equity of Terry Battery to achieve Achieve business transformation goals.
Wanli Power has undertaken all the assets and liabilities related to the existing lead-acid battery business of the listed company. The main raw materials of Wanli Power's lead-acid battery products are lead and lead alloys. Downstream customers mainly include automobile manufacturers, light electric vehicles, and energy storage battery manufacturers. The profit mainly comes from the difference between the sales revenue and production cost of lead-acid battery products.
As the acquisition target, Terry Battery is mainly engaged in the research and development, production and sales of lithium iron phosphate, a cathode material for lithium-ion batteries. The products are mainly used in the fields of new energy vehicle power batteries and energy storage batteries. As of the signing date of the plan, the actual controller of Terry Battery is Liu Xicheng, and Liu Xicheng and his concerted parties directly and indirectly control 56.97% of the equity of Terry Battery.
As we all know, in the context of "dual carbon", the relevant industrial policies issued by the state have provided strong support for the development of the industry, and the future market space of the lithium-ion battery material industry is broad. All the counterparties in this transaction, as the performance commitment party, promised that the net profit of Terry Battery in 2022, 2023 and 2024 after deducting non-returning to the parent company should not be less than 150 million yuan, 200 million yuan and 250 million yuan respectively.
Wanli Co., Ltd. said that through this transaction, the company will realize the acquisition of existing lead-acid battery business assets and business transformation, urge major shareholders to fulfill relevant agreements and commitments to the company's shareholders, and solve the remaining problems arising from previous operations and operations. . At the same time, through this transaction, the company will invest in lithium-ion battery cathode material assets with broad market prospects and strong profitability, quickly enter the lithium battery industry, realize the industrial upgrade from lead-acid to lithium battery, and strengthen the core of listed companies. competitiveness and profitability.
