On the evening of February 9, Andely (603031) announced that the total amount of funds raised by the company's proposed non-public offering of shares would not exceed 1.35 billion yuan, and that the net amount raised after deducting the related offering fees would be used to acquire a 15% stake in Asia Jin Technology.
Prior to the deal, Andely controlled 51 per cent of Yajin's voting rights through a 36 per cent stake and a 15 per cent voting delegation arrangement held by its controlling subsidiary, Anfu Energy, according to the announcement.
It is reported that the target company Yajin Technology, through its holding subsidiary Nanfu Battery, is mainly engaged in battery research and development, production and sales, and is currently a listed company on the new third board. Apart from investing in and holding shares in invested companies such as Nanfu batteries, Yajin Technology has no other actual business. Nanfu brand alkaline MNO _ 2 battery has been the top seller in the Chinese market for 28 years in a row (1993-2020).
In terms of performance, the operating income of Yajin Technology in 2019, 2020 and January-August 2021 is about 2.848 billion yuan, 3.374 billion yuan and 2.469 billion yuan respectively, and the corresponding vested net profit is about 175 million yuan, 438 million yuan and 171 million yuan respectively. The operating income of Nanfu battery in 2019, 2020 and January-August 2021 is about 2.848 billion yuan, 3.374 billion yuan and 2.469 billion yuan respectively, and the corresponding attributable net profit is about 548 million yuan, 645 million yuan and 487 million yuan respectively.
In this transaction, Ningbo Yafeng promised that its annual net profit in 2022, 2023 and 2024 would be no less than 616 million yuan, 657 million yuan and 699 million yuan, respectively.
Upon completion of the deal, Andely will control 51 per cent of Yajin Technology and transform the company into an alkaline battery company.
According to public data, Nanfu Battery was founded in 1988 and was controlled by Morgan Stanley in 2000; it was resold to rival Gillette in 2003; in 2005, P & G acquired Gillette and Nanfu Battery became P & G Control; in 2016, Nanfu Battery became a holding subsidiary of Yajin Technology.
Andely has been mainly engaged in department store retail business since its listing. Under the influence of novel coronavirus epidemic and consumer upgrading, the company is facing greater pressure of business transformation and upgrading. From January to August in 2020 and 2021, the company's income showed a downward trend, and the scale of net profit and loss further expanded.
At a time when it is difficult to achieve a major breakthrough in the traditional main business market competition, in order to optimize the company's existing business structure and improve the company's sustainable profitability, Andely issued an announcement in September 2021, planning to buy a 36% stake in Yajin Technology, a new third board company, in the form of cash payment.
In January 2022, Andely completed the purchase of the original business and the acquisition of a 36 per cent stake in Yajin Technology and acquired a 15 per cent stake in Yajin Technology corresponding to the delegation of voting rights, thus gaining control of Yajin Technology and then controlling Nanfu battery.
After the completion of the above transactions, Andely completed the transformation from the traditional department store retail industry to the battery industry with large market scale and broad development prospects, quickly cut into the high-quality track, and achieved a relatively leading market position. bring stable operating income and profits, improve the company's asset quality, overall sustainable profitability and future development potential.
