The stock price collapsed, and the two listed companies of the "Jiayuan Department", which had been suspended for 9 days, finally officially resumed stock trading at 9:00 this morning.
When trading resumed on the same day, the share prices of Jiayuan International Holdings (02768.HK) and Jiayuan Service (01153.HK) went to two extremes.
In early trading, Jiayuan International Holdings opened low and dived quickly, with a drop of over 43% at one point, hitting a record low of HK$0.32 per share.In contrast, the start of Jiayuan Service has turned red, with an increase of 68.66%, and it has even risen by more than 82%.
As of the close of the day, Jiayuan International Holdings reported HKD 0.35 per share, a decrease of 39.66%, the price-earnings ratio (TTM) was 0.58, and the total market value was about HKD 1.718 billion; Jiayuan Service reported HKD 0.91 per share, an increase of 35.82%, and the price-earnings ratio (TTM) was 4.53, with a total market value of about HK$557 million.
Last year, Blu-ray Garbo Services announced its sale to Country Garden Services (06098.HK) after the resumption of trading also attracted a wave of bullishness, but not as much as Jiayuan Services, which has a certain relationship with the size of its unit price base.
On the day that Blu-ray Garbo Service resumed trading, it closed at HK$46.45 per share, an increase of 19.26%.The subsequent general offer premium is as high as 50%.
In fact, during the 9 days that Jiayuan Service was suspended from trading in the past, there have been constant discussions in the market about the "Jiayuan Department".
From founder and controlling shareholder Shen Tianqing's equity pledge to two listed companies, Jiayuan International Holdings' pending debt and weak sales, to the forced liquidation of Jiayuan Service shares, to Jiayuan Service and Jinke Service ( 09666.HK) reached the intention "marriage contract"...
Various discussions and speculations fermented, the day before the resumption of trading, on May 26, Jiayuan Service issued two announcements, which directly laid the foundation for today's resumption of trading.
In addition to announcing the resumption of share trading the next day, the announcement also clarified the news about the forced sale of shares and confirmed the clear intention of "selling out" Jinke Services.
Not forcibly sold
According to the Jiayuan Service Inside Information Announcement, the board of directors has been notified by the indirect controlling shareholder Jiayuan International Holdings that on May 18, 2022, the company's indirect controlling shareholder Mingyuan Group Investment Co., Ltd. ("Mingyuan Investment") held 134.8 10,000 shares of Jiayuan International were forcibly sold in the open market by a securities company through a margin securities account because the value of the securities in the account fell sharply and the margin call was not met.
Among them, Mingyuan Investment is ultimately controlled by Shen Tianqing, chairman and non-executive director of Jiayuan International.As of the announcement date, the total number of shares held by Mingyuan Investment and Shen Tianqing was approximately 3.667 billion shares, equivalent to 74.69% of the issued share capital of Jiayuan International.
Regarding the forced sale of some shares of the parent company Jiayuan International Holdings, Jiayuan Service further clarified that none of the shares of Jiayuan Service were involved or forced in the open market because the value of the securities in the account failed to meet the margin call requirements. sell.
In short, this confirmation notice confirms that Jiayuan Service has no equity loss, and the equity pledged by Shen Tianqing can be transferred normally after the release.
This clarification is quite timely. On the one hand, it responds to the market's doubts about Jiayuan's "one goods, two sales" service, and it also relieves the market's concerns about the possibility of forced liquidation of Jiayuan's services.
As early as May 11, Jiayuan International Holdings and Jiayuan Service had about 1.04 billion shares with about 21.11% equity and 450 million shares with about 73.56% equity, which were pledged to Sun Hung Kai Finance, a subsidiary of Sun Hung Kai Company (00086.HK). Based on the closing price of the day, the market values involved were about 1.119 billion yuan and 1.256 billion yuan respectively.
A week later, on May 18, when the news that Jiayuan International Holdings and Jiayuan Service were pledged came out, the stock prices of both crashed.
As the stock prices of Jiayuan Service and Jiayuan International Holdings plummeted on the same day, the market value of the pledged shares held by Sun Hung Kai Company has shrunk significantly in less than 8 days.Based on the market value at the time of trading suspension on May 18, the market value of Jiayuan International Holdings and Jiayuan Service’s pledged shares involved a “shrink” of HK$528 million and HK$846 million respectively compared to the day of the pledge.
Sell yourself clearly
In fact, on May 24, Jinke Services issued an announcement one step ahead, announcing that its wholly-owned subsidiary Jinke Services Hong Kong had cooperated with Jiayuan International Holdings and its wholly-owned subsidiary Chuangyuan Holdings on May 22. Co., Ltd. signed a framework agreement to acquire 450 million ordinary shares of Jiayuan Service Holdings Co., Ltd., equivalent to approximately 73.56% of all issued shares of Jiayuan Service.
However, as of now, the two parties have only signed a framework agreement, and have not entered into any final agreement or arrangement for this potential transaction. Therefore, the details and terms of the transaction have not been finalized, and no payment has been made.It's not even certain that a potential deal will necessarily go ahead.
A person familiar with the matter has previously disclosed that the consideration for this transaction is 200 million US dollars (about 1.33 billion yuan). According to the net profit of Jiayuan Service, this acquisition is not cheap.
In 2021, Jiayuan Service's annual net profit is 104.2 million yuan, and the acquired PE is about 17.36 times, which is slightly higher than the market average, and the current price-earnings ratio (TTM) of Jiayuan Service is 4.88 times, and the price-earnings ratio (TTM) of Jinke Service is 9.16 times.
The announcement of Jiayuan Service is basically the same as the previous announcement of Jinke Service, and no further information has been disclosed, but it has further confirmed the situation of Jiayuan Service’s “selling body”.
The announcement of the two parties disclosed that for this potential transaction (if materialized), it can be carried out in the following two ways:
One is that Jinke Service Hong Kong acquires Jiayuan equity (Jiayuan equity refers to Jinke Service Hong Kong’s proposed acquisition of 73.56% of Jiayuan Service’s shares), and will trigger a mandatory unconditional general offer for all issued shares of Jiayuan Service (Except for ordinary shares that Jinke Service Hong Kong and parties acting in concert with it already own or agree to acquire); one is to acquire all the issued shares of Jiayuan Service through a voluntary conditional general offer.
"Delisting" foreshadowing
"The number of listed property companies will reach 60 within two years, and this is also the peak. Moreover, in the near future, there will be a wave of delisting, and there may be only 20 or 30 companies left." In mid-June last year , Liu Peiqing, executive director and CEO of First Service Holdings, made such a prediction in an exclusive interview with Leju Finance.
At that time, the first property stock that was sold after listing, Blu-ray Garbo Services, was on its way to delisting.
In fact, if the transaction of Jiayuan Service's "selling body" Jinke Service is finally reached, it may follow in the footsteps of Blu-ray Jiabao. After launching a general offer, delisting is probably a matter of time.Therefore, perhaps from the process and delisting path of Blu-ray Jiabao, we can also see a little trend of Jiayuan service in the future.
On February 25 last year, Blu-ray Development (600466.SH) first announced that it would transfer its 64.62% shares of Blu-ray Garbo Services to Country Garden Hong Kong for 4.846 billion yuan.At 9:00 am on August 10 of the same year, Blu-ray Garbo Service officially stopped stock trading, and the stock price stopped at HK$54.15 per share.
It took nearly half a year for this M&A drama between listed companies to come to an end.In this process, the work of recovering the shares held by independent shareholders is particularly important.
On May 3, 2021, Country Garden Services announced that it will make an unconditional mandatory cash offer for all issued H shares and domestic shares of Blu-ray Garbo Services, and proposes to voluntarily revoke the listing status of Blu-ray Garbo Services H shares.
Among them, the underlying shares of the unconditional mandatory cash offer are offered at HK$51.0571 per share.Alternatively, the offeror will acquire the shares of independent shareholders at an enhanced share offer price of HK$54.3 per share, which will form a certain degree of incentive for independent shareholders to approve delisting.
The enhanced share offer price of HK$54.3/share represents a 59.57% premium over the average closing price of Blu-ray Garbo Services H shares in the last 60 full trading days before the suspension of trading on February 23 last year; the offer price of the underlying shares is higher than that of Blu-ray Garbo Services. The average closing price of H shares in the last 60 full trading days before the suspension of trading on February 23 was still at a premium of 50.04%.
On July 16 of the same year, Blu-ray Jiabao and Country Garden Services jointly announced that the offer was unconditional in all aspects, and the conditions for acceptance of delisting had been reached.
According to the Jiayuan service announcement, if the sale is implemented, it may trigger a mandatory unconditional general offer, or a voluntary conditional general offer, and the specific method and price need to be considered.
However, with reference to the over 50% offer premium of Blu-ray Jiabao Service, if Jinke Service completes the acquisition of Jiayuan Service, it will undoubtedly have a bottom-up earnings expectation for public shareholders.
