Sun Guangxin, the richest man in Xinjiang, pushes capital operation again or implies deep meaning.
On the evening of May 30, Guanghui Energy (600256.SH) and Guanghui Logistics (600603.SH), two companies under the Guanghui Department, disclosed at the same time that Guanghui Energy plans to transfer its holding subsidiary Xinjiang Hongnao San Railway Co., Ltd. (referred to as the "Railway Company") 92.7708% of the equity was transferred to Guanghui Logistics in cash.
In this transaction, in addition to the transaction price of 4.176 billion yuan, there are 1.922 billion other receivables, and Guanghui Energy will return about 6.1 billion yuan.For Guanghui Energy, which is short of money, it is tantamount to a long drought.
However, the necessity of this transaction is questionable.The railway company has a very important cost competitive advantage for Guanghui Energy, and it has just matured.
For Guanghui Logistics, although it is beneficial to expand the main logistics business, where did the funds of up to 6.1 billion yuan come from, just generously donating for the brothers of the same door?
The Changjiang Commercial Daily reporter found that Guanghui Logistics has become a Guanghui ATM.Prior to this, Guanghui Logistics had sent blood transfusions to related parties for decompression six times.
Guanghui Logistics claimed that the transaction was a big positive, but the day after the news was disclosed, the stock price went straight to the limit, and shareholders threw out a plan to reduce their holdings.
6.1 billion related party transactions to reduce debts
Guanghui Energy sold mature assets not only to solve the problem of horizontal competition, or to have another mystery.
Guanghui Energy explained that the purpose of selling the above assets is to focus on the main business, effectively integrate resources, focus on the development of industrial layout closely related to the comprehensive energy development, quickly withdraw funds, optimize the company's asset structure, and reduce the asset-liability ratio, so as to realize the interests of shareholders maximize.
Guanghui Energy's main business is the production and sales of energy products such as natural gas, coal and coal chemical industry. It said that by doing "addition" in the energy field and "subtraction" in the non-energy field, it can quickly achieve the strategic goal of green transformation.
In addition, in order to speed up the expansion and integration of the main logistics business, Guanghui Logistics has established a stake in Xinjiang Jiangnao Railway Co., Ltd. (18.92% equity) in June 2020, and participated in the construction and operation of the Jiangjunmiao-Nomaohu Railway.The Jiangnao Railway is the west extension of the Hongnao Railway. After completion, it will form a railway transportation channel in northern Xinjiang together with the Hongnao Railway.At that time, Guanghui Logistics and Guanghui Energy will form horizontal competition.Therefore, this transaction helps to eliminate potential horizontal competition among related parties.
In this transaction, the railway company was valued at 4.502 billion yuan, and the value-added value was 558 million yuan, with a value-added rate of 14.15%.
Selling the railway company, the market does not understand the behavior of Guanghui Energy.On the one hand, the necessity is doubtful, and on the other hand, the transaction price is low.
For Guanghui Energy, which is mainly engaged in energy business, the importance of railway transportation is self-evident, and its own railway has strong cost competitiveness.The company has repeatedly stated that the opening of the Hongnao Railway has effectively reduced its coal transportation costs and expanded its sales radius.From 2019 to 2021, the Hongnao Railway completed the transportation of 1,851, 2,462 and 3,401 trains respectively, with a three-year compound growth rate of 37%.
The railway company has also matured and ushered in the harvest period.In 2019 and 2020, the railway company lost about 8.6937 million yuan and 30 million yuan respectively. In 2021, its operating income exceeded 1 billion yuan, and its net profit reached 45.3691 million yuan, which has turned losses into profits.In the first quarter of this year, its net profit was 21.193 million yuan, nearly half of that of last year.
Guanghui Energy promises that from 2022 to 2024, the net profit achieved by the railway company after deducting non-recurring gains and losses (referred to as deducting non-net profit) shall not be less than RMB 159 million, RMB 351 million and RMB 496 million respectively, with a total of RMB 1.006 billion in three years. .
Cultivating mature assets has almost no significant premium and is of great importance to itself. Why does Guanghui Energy sell such assets?Perhaps, Guanghui Energy is eager to ease the financial pressure.
In 2021, Guanghui Energy will achieve an operating income of 24.865 billion yuan and a net profit of 5.003 billion yuan, a year-on-year increase of 64.30% and 274.40% respectively. The operating cash flow amount is 6.049 billion yuan.In the first quarter of this year, the net profit was 2.213 billion yuan, a year-on-year increase of 175.67%.
Under such circumstances, the company still has the problem of insufficient liquidity.As of the end of March this year, Guanghui Energy’s book monetary funds were 5.866 billion yuan, and interest-bearing liabilities were about 24.6 billion yuan, which shows the great debt repayment pressure.
In this transaction, in addition to the transaction price of 4.176 billion yuan, there are other receivables of 1.922 billion yuan.This means that Guanghui Energy will return about 6.1 billion yuan, greatly reducing the asset-liability ratio.
The seventh blood transfusion for a related party
The buyer of this transaction, Guanghui Logistics, was suspected to have transfused blood for Guanghui Energy during this transaction.
The acquisition of a railway company from Guanghui Group at a cost of about 6.1 billion yuan is both positive and negative for Guanghui Logistics.
The main business of Guanghui Logistics is the operation of logistics parks, cold chain logistics, intelligent warehousing and other modern logistics industry chains and their derivatives, but in recent years, the company has been engaged in real estate business in stages.
Previously, Guanghui Logistics once said that the company mainly focuses on logistics park investment, operation and cold chain logistics project construction, and carries out logistics supporting businesses such as business management, commercial factoring and supply chain management, and on this basis, it will be implanted in stages. The high-quality real estate projects are developed in conjunction with the main logistics business to achieve the company's steady development.Since 2020, the cold chain project has been hit by the epidemic immediately after its opening. The volume of refrigerated goods entering and leaving the warehouse has dropped sharply, and the operation has not met expectations. In addition, the Mercure Logistics Park has been expropriated by the Urumqi High-tech Zone due to the renovation of the old city, resulting in a sharp decline in the logistics format.The company has been constantly looking for high-quality assets and cultivating new momentum for development.
The acquisition of the railway company this time is the performance of Guanghui Logistics' overweight layout in the logistics industry.From the perspective of the operation and development of the railway company, if the performance commitments are fulfilled as scheduled, this will undoubtedly be a great benefit for Guanghui Logistics.
However, this acquisition was a cash transaction, which significantly increased the financial pressure on Guanghui Logistics.
As of the end of the first quarter of this year, Guanghui Logistics had book money of 1.838 billion yuan, short-term debt of 626 million yuan, and long-term debt of 423 million yuan.From the data point of view, the company's financial situation is relatively good.However, in this transaction, Guanghui Logistics needs to pay 4.176 billion yuan in transaction payments, and will also replace the railway company to repay 1.922 billion yuan in arrears of energy, with a total payment of about 6.1 billion yuan.This is not easy for Guanghui Logistics, and debt-related acquisitions are inevitable.
According to the disclosure, regarding the compensation of other payables of 1.922 billion yuan, Guanghui Logistics has obtained a letter of intent for financing of 1.9 billion yuan from China Huarong Asset Management Co., Ltd. Xinjiang Branch. The purpose of the funds is to return the railway company's existing debts (including but not limited to shareholder loans ), and Guanghui Energy's current account of 1.922 billion yuan, which will be returned by Guanghui Logistics within 24 months from the date when the "Agreement on Cash Payment for Assets" takes effect.
The profitability of Guanghui Logistics is not strong.2020 is the heyday of the profitability of its main business. In that year, the company's net profit after deducting non-recurring gains and losses (referred to as deducting non-net profit) reached 924 million yuan.
In 2021, its deducted non-net profit will be 511 million yuan, a year-on-year decrease of 44.46%.In the first quarter of this year, the non-net profit deducted was only 18 million yuan, a year-on-year decrease of 87.61%.
To sum up, the reorganization promoted by Guanghui Logistics is not only an overweight logistics business, but also a blood transfusion for Guanghui Energy.
In fact, it is not uncommon for Guanghui Logistics to transfuse blood for related parties.
In 2021, Guanghui Logistics paid 2.159 billion yuan in cash to acquire a 65% stake in Xinjiang Gexin Investment Co., Ltd., a subsidiary of Guanghui Real Estate, a related party, and then acquired 4 pieces of land in the Linkong Economic Demonstration Zone in Urumqi.
There are many similar transactions.On May 20, 2017, Yazhong Logistics, a subsidiary of Guanghui Logistics, invested 180 million yuan to increase its capital, and its related party Xinjiang Yilong Gelin Real Estate Development Co., Ltd. obtained 90% of its equity.On the same day, Yazhong Logistics invested 656 million yuan to acquire 100% equity of Sichuan Guanghui Shuxin Industrial Co., Ltd. jointly held by Guanghui Group and Guanghui Real Estate.In July 2018, Yazhong Logistics invested 46.6667 million yuan again, and obtained 70% equity through the capital increase related party Yujing Zhongtian.In December 2018, Shuxin Company, a wholly-owned subsidiary of Yazhong Logistics previously acquired, invested 172 million yuan to help related parties acquire 92% equity of Guilin Jinjian, 60% equity of Huirun Xingjiang, and 100% equity of Huiming Wanxing.
In addition, in August 2017, Yazhong Logistics also prepared to invest 450 million yuan to increase its related party Xinjiang Huirongxin Real Estate Development Co., Ltd. to obtain 75% of its equity.Later, due to planning adjustments, Yazhong Logistics gave up its capital increase.
In summary, if this transaction is completed, Guanghui Logistics is equivalent to the seventh blood transfusion to related parties.
Related-party transactions may continue
Despite repeated statements that the transaction price is fair, there are still voices of doubt in the market.
The predecessor of Guanghui Logistics was Dazhou Xingye. In 2015, Yazhong Logistics was listed on the backdoor at a price of 4.2 billion yuan.At the time of the backdoor, Guanghui Group promised that from 2016 to 2018, the non-net profit achieved by Yazhong Logistics should not be less than 240 million yuan, 340 million yuan, and 500 million yuan respectively, with a total of not less than 1.080 billion yuan.From 2013 to 2015, the non-net profit of Yazhong Logistics was 234 million yuan, 283 million yuan, and 260 million yuan respectively, and the performance was not stable.By comparison, it was found that from 2016 to 2018, its non-net profit increased by 7.31%, 34.05%, and 47.06% year-on-year, respectively, and suddenly increased significantly in 2017 and 2018.
From 2016 to 2018, the actual amount of non-net profit achieved by Yazhong Logistics was 279 million yuan, 374 million yuan, and 550 million yuan, respectively, with a completion rate of 116.26%, 109.91%, and 110%, all of which exceeded performance commitments.
During the same period, Guanghui Logistics achieved non-net profit of 279 million yuan, 399 million yuan and 591 million yuan respectively.It can be seen that the main business profit of the company is mainly contributed by Asia-China Logistics.
Why did Yazhong Logistics exceed performance expectations?After listing, its own profitability has been greatly improved?
From 2016 to 2018, Guanghui Logistics acquired about 1.055 billion real estate assets from related parties through Yazhong Logistics, including land, projects, etc., through which the company develops real estate business.
The annual reports from 2016 to 2018 show that the real estate business income of Guanghui Logistics was 187 million yuan, 597 million yuan and 1.413 billion yuan respectively, accounting for about 28.95%, 54.22% and 67.92% of the current operating income.Non-real estate income was 424 million yuan, 441 million yuan, and 455 million yuan, accounting for 67.18%, 40.06%, and 21.89%.
The operating performance of Guanghui Logistics is more dependent on the real estate business.
In 2020, the subsidiaries Xinjiang Yazhong Logistics Business Network, Xinjiang Yazhong Property Management Service, and Shenzhen Huiyingxin Commercial Factoring all lost money, while the real estate subsidiary Shuxin Company’s net profit reached 929 million yuan, accounting for 829 million yuan of Guanghui Logistics that year. 112.06% of RMB net profit.In 2021, Shuxin's net profit will be 547 million yuan, accounting for 95.46% of Guanghui Logistics' net profit of 573 million yuan that year.
The related party transactions between Guanghui departments are frequent. In addition to frequent merger and acquisition transactions, daily related party transactions are also frequent.
In 2021, among the top five customers of Guanghui Logistics, the second and fifth customers are related parties.Among the top five suppliers, the fifth largest supplier is also a related party of Guanghui Logistics.
The market expects that the railway company acquired by Guanghui Logistics will still have relatively intensive related transactions with Guanghui Energy in the future.After all, relying on the railway company, Guanghui Energy will have a stable transportation capacity guarantee to ensure the transportation of its raw materials.
However, the intricate related-party transactions inevitably make people question the independence of Guanghui's assets and the real profitability.
