Core Viewpoint - Zhongzhong Group plans to launch a partial tender offer to acquire 189 million shares of Quanyin High-Tech, representing 20% of the total issued shares, at a price of 11.85 CNY per share, which is a premium of approximately 16.63% over the closing price of 10.16 CNY on November 20 [1][4] Group 1: Tender Offer Details - The total funding required for the tender offer is estimated to be no more than 2.245 billion CNY [4] - After the completion of the tender offer, Zhongzhong Group will hold up to 384 million shares, accounting for approximately 40.51% of Quanyin High-Tech's total share capital [1][4] - The tender offer is classified as a voluntary offer and is not intended to terminate the listing status of Quanyin High-Tech [4] Group 2: Shareholder Agreements - Zhongzhong Group has terminated the voting rights delegation and concerted action agreement with previous shareholders Jia Guilan and Wang Yulin, while maintaining its direct shareholding of 20.51% [4] - Following the termination, Zhongzhong Group will no longer combine voting rights with Jia Guilan and Wang Yulin, although they have committed to accept the tender offer with their freely tradable shares [4] Group 3: Industry Context - Zhongzhong Group is a national-level seed company established in 1978, recognized as a leading enterprise in agricultural industrialization by eight ministries [5] - Quanyin High-Tech is one of the first companies certified by the Ministry of Agriculture and Rural Affairs for integrated seed breeding and promotion, focusing on the research, breeding, and marketing of major crops [6] Group 4: Competitive Landscape - The tender offer may be closely related to Zhongzhong Group's impending commitment to resolve competition issues with Quanyin High-Tech, which was established when Zhongzhong Group became the controlling shareholder in 2021 [7] - Zhongzhong Group had committed to resolving any competitive situations between itself and Quanyin High-Tech within five years of the previous equity change, which is approaching its deadline [7] Group 5: Financial Performance - In the first three quarters of the year, Quanyin High-Tech reported revenue of approximately 1.934 billion CNY, a year-on-year decrease of 5.9%, with a net loss attributable to shareholders of approximately 180 million CNY [8] - The company’s third-quarter revenue was 498 million CNY, down 22.78% year-on-year, and the net loss for the quarter was 139 million CNY, a decline of 123.34% year-on-year [8] - Quanyin High-Tech aims to achieve a revenue target of 5 billion CNY and a net profit of 300 million CNY by 2025, requiring significant revenue growth in the fourth quarter [8]
溢价16.63%!种业龙头要约收购荃银高科两成股份