并购 | 深度拆解地方国资收购上市公司典型案例

Core Viewpoint - Shanghai Yashi Investment Development Co., Ltd. is undergoing a significant change in control as Hubei International Trade Group acquires a 26% stake from Yashi Group for 728 million yuan, leading to a shift in actual control to Hubei Provincial State-owned Assets Supervision and Administration Commission [1][4] Group 1: Company Overview - Shanghai Yashi was established in 1998, focusing on supply chain logistics and trade services for large industrial clients, with established advantages in sulfur-phosphorus chemicals and non-ferrous metals [1] - The company has faced intensified competition in the supply chain logistics industry since its IPO in 2017, leading to a 59% drop in trade revenue and a net loss of 34.97 million yuan in the first half of 2023 [1][3] Group 2: Financial Performance - In the 2023 mid-year report, the company reported revenue of 1.278 billion yuan, a 31.75% decrease from 1.872 billion yuan in 2022 [3] - The net profit for the same period was a loss of 34.97 million yuan, a decline of 119.64% compared to a profit of 17.8 million yuan in 2022 [3] Group 3: Shareholding Changes - Prior to the transaction, Yashi Group held 44.98% of Shanghai Yashi's shares, which will decrease to 18.98% post-transaction, while Hubei International Trade Group will hold 26% [1][2] - The transaction involves a three-stage process: share transfer, voting rights binding, and subsequent capital increase to stabilize control and improve financial conditions [5][7] Group 4: Strategic Intent - Hubei International Trade Group aims to enhance its capabilities in modern supply chain management and strengthen logistics integration along the "Belt and Road" initiative through this acquisition [4][8] - The acquisition is expected to provide immediate financial relief to Shanghai Yashi, addressing its debt pressures and improving its financial health [8] Group 5: Transaction Structure - The transaction structure includes a phased approach: an initial share transfer, followed by a binding of voting rights, and a planned capital increase in July 2024 to solidify control [5][9] - The pricing of 17.64 yuan per share reflects a premium and aligns with strategic valuation considerations, ensuring compliance with regulatory requirements [7][9]