The Ministry of Finance will become the second shareholder of this company, Guangyao Shares
On August 10th, Baiao Chemical announced that its shareholder Dalian Sanxin Investment Co., Ltd. intends to transfer 28.42% of its shares in the company to Dalian Guangyao Zhixin Shuhong Enterprise Management Consulting Partnership through an agreement transfer. The transfer price is 11 yuan per share, with a price of 1.127 billion yuan.
It is worth noting that after the clearance transfer of Sanxin Investment, Guangyao Zhixin will become the second largest shareholder of Baiao Chemical. Although it will not cause any changes in the company's controlling shareholder and actual controller, the 28.42% shareholding ratio is very close to the current controlling shareholder shareholding ratio, with only a difference of 1.53 percentage points.
At the same time, Guanghui Beiren Enterprise Management Co., Ltd. is the executive partner of Guangyao Zhixin, and Guanghui Beiren is a wholly-owned subsidiary of Dongfang Qianhai. Dongfang Qianhai is actually controlled by China Eastern Asset Management Co., Ltd., and the ultimate actual controller is the Ministry of Finance.
However, currently Sanxin Investment has rights restrictions such as pledge and freeze on its 102 million shares of Baiao Chemical. If the rights restrictions on its shares cannot be lifted before delivery, there is a risk that the shares transferred under the above agreement cannot be transferred.
![The Ministry of Finance will become the second shareholder of this company, Guangyao Shares](https://a5qu.com/upload/images/fbf0471c4017e4af08d622bb6f0e23c6.gif)
The Ministry of Finance intends to acquire 28.42% of the shares
After this share transfer, Sanxin Investment will no longer hold Baiao Chemical shares, and Guangyao Zhixin will become the second largest shareholder of the company after acquiring the shares.
Taking a detailed look at the content of the Share Transfer Agreement signed between Sanxin Investment and Guangyao Zhixin, the transfer of the target shares will be delivered in two batches, with the first batch delivering 55.7665 million shares, accounting for 15.47% of the total share capital of Baiao Chemical; The second batch of delivery quantity is 46.676 million shares, accounting for 12.95% of the total share capital of Baiao Chemical.
It is worth noting that among the 102 million shares held by Sanxin Investment in Baiao Chemical, the cumulative number of pledged shares is 86.716 million, accounting for 24.06% of the current total share capital of the listed company; The cumulative number of frozen shares is 102 million, accounting for 28.42% of the current total share capital of the listed company, which means that all the shares planned to be cleared and transferred by Sanxin Investment are in a frozen state.
![The Ministry of Finance will become the second shareholder of this company, Guangyao Shares](https://a5qu.com/upload/images/71a6bcf08530ff3e7c486df9310bdddf.gif)
More noteworthy is that as the transferee of this transaction, Guangyao Zhixin's ultimate actual controller is the Ministry of Finance.
According to the announcement of Baiao Chemical, Guanghui Beiren is the executive partner of Guangyao Zhixin, representing the information disclosure obligor in external activities, responsible for the investment, operation, and daily affairs management of the information disclosure obligor. Guanghui Beiren is a wholly-owned subsidiary of Dongfang Qianhai, which is actually controlled by China Oriental Asset Management Co., Ltd. The ultimate actual controller is the Ministry of Finance.
Guangyao Zhixin stated that the acquisition of 28.42% of the shares of Baiao Chemical is based on long-term optimism about the investment value of the listed company. We will pursue long-term sustainable, healthy and stable development in accordance with the principles that are beneficial to the sustainable development of listed companies and the interests of shareholders, and enhance the profitability of listed companies.
According to the detailed equity change report of the company, as of the date of signing this report, Guangyao Zhixin has no other plans, agreements or arrangements to continue to increase its holdings of shares in the listed company or dispose of its existing equity shares in the listed company in the next 12 months.
![The Ministry of Finance will become the second shareholder of this company, Guangyao Shares](https://a5qu.com/upload/images/1bb61ecc9a5a43657da84fa3f26caecd.gif)
The first quarter's performance decreased by more than 20%
Public information shows that Baiao Chemical has developed into the largest production enterprise of isothiazolinone raw materials in Asia, with a complete range of products covering the main categories of isothiazolinone industrial fungicides. The "Baiao" brand has been widely recognized by domestic and foreign customers.
After continuous growth in performance in 2021 and 2022, Baiao Chemical's performance declined in the first quarter of this year. The company achieved a revenue of 258 million yuan in the first quarter, a year-on-year decrease of 12.31%; The net profit attributable to the owners of the parent company was 72.6551 million yuan, a year-on-year decrease of 26.21%.
Looking back on history, it has been found that since June 2014, Sanxin Investment and Tongyun Investment have been the joint controlling shareholders of Baiao Chemical, and the actual controllers of the two companies are concerted action persons.
![The Ministry of Finance will become the second shareholder of this company, Guangyao Shares](https://a5qu.com/upload/images/81b9ebb8aff982abc14e0262cea59223.gif)
However, on February 7, 2020, the joint action relationship between the two parties expired and was terminated, and the controlling shareholder of the listed company was changed to Tongyun Investment. At that time, Sanxin Investment had made a commitment to hold shares as a financial investor, respecting the arrangements of Baiao Chemical's board of directors for senior management, and Sanxin Investment and its affiliates would not directly or indirectly, individually or jointly seek control of the listed company in any way.
The reporter found that in addition to Sanxin Investment, the controlling shareholders of the company, Tongyun Investment and Liaoning Jieshi Industrial Development Co., Ltd., have pledged or frozen their shares.
On July 1st, the company announced that as of the announcement date, the cumulative number of shares pledged by Tongyun Investment was about 53.41 million, accounting for 49.48% of its total shares and 14.82% of the company's total share capital. In addition, the first quarter report shows that all 2.21 million shares held by Liaoning Jieshi Industrial Development Co., Ltd. are frozen.