346 million yuan! shuifa gas plans to acquire shengdong gas to "make up for shortcomings"
2024-09-19
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on the eve of the mid-autumn festival, shuifa gas (603318.sh) disclosed that the company intends to acquire 100% equity of shandong shengdong gas comprehensive utilization co., ltd. (hereinafter referred to as "shengdong gas") by paying cash. the transaction price is 346 million yuan, and the acquisition funds are the company's own and self-raised funds. after the completion of this transaction, shengdong gas will be included in the company's consolidated financial statements.
"by acquiring 100% of the equity of shengdong gas, the company will be able to fill the gaps in the distributed energy sector's business, integrate advantageous resources, and give full play to the revenue synergy, business synergy and operating synergy with shengdong gas, creating new profit growth points for the company." shuifa gas said.
related-party transactions
shengdong gas is a distributed energy comprehensive service provider under shengli oilfield shengli power machinery group co., ltd. (hereinafter referred to as "shengdong group"), focusing on investment, construction and operation in the fields of comprehensive development and utilization of combustible gas and comprehensive energy services. the company is mainly engaged in the comprehensive utilization of combustible gas business, specifically including providing low-concentration gas power generation operation and maintenance services, power generation equipment leasing and sales, cooperative station construction and other businesses to coal mining enterprises.
so far, shengdong gas has operated 54 power stations of various types, with a total of 408 units and a total installed capacity of 282.2mw. among them, there are 10 cooperative power stations, with 79 units and an installed capacity of 52.6mw; and 44 guaranteed power stations, with 329 units and an installed capacity of 229.6mw.
the economic herald reporter noted that shengdong group's controlling shareholder dongying shengdong equity investment partnership (limited partnership) (hereinafter referred to as "shengdong partnership") is a joint venture of shuifa gas with a 29.9252% investment ratio. at the same time, shengdong partnership's executive partner is shuifa gas group co., ltd. (hereinafter referred to as "gas group"), which is a wholly-owned subsidiary of shuifa group, the indirect controlling shareholder of shuifa gas. therefore, shengdong group is a related party of shuifa gas. this transaction constitutes a related transaction and does not constitute a major asset reorganization. shuifa gas and shengdong group are independent of each other in terms of property rights, assets, business, debts and liabilities, and personnel.
financial data shows that in 2023, shengdong gas's operating income was 127 million yuan and its net profit was 27.129 million yuan; from january to march 2024, the company's operating income was 35.1509 million yuan and its net profit was 4.4396 million yuan.
in shuifa gas's view, by acquiring 100% of shengdong gas's equity, the company can give full play to the synergy with shengdong gas.
according to shuifa gas, the company has a wide network of resources and deep industry experience in the natural gas field. after acquiring shengdong gas, the company can use its advantages in the natural gas market to guide shengdong gas to further expand from the original low-concentration gas power generation services of coal mining enterprises to natural gas power generation or urban gas operations, open up new market space, and bring profit growth to the company; the company and shengdong gas have highly similar business models in the field of distributed energy and have a solid foundation for cooperation. after acquiring shengdong gas, the company can further consolidate and expand its market share in the field of distributed energy, while drawing on shengdong gas's rich experience in low-concentration gas power station operations and energy-saving services to improve its own service quality and efficiency.
in addition, the company and shengdong gas have rich industry experience and professional talents in their respective fields, and the projects they undertake have a certain overlap, so they can form an efficient coordination mechanism. by sharing project information and resources, the two parties can achieve efficient coordination and seamless connection during project execution, improve the overall project benefits and customer satisfaction. at the same time, the two parties share management experience, which can optimize the project operation process and thus improve the overall operation efficiency.
premium acquisition "value for money"
shuifa gas's acquisition was a premium acquisition. the book value of shengdong gas's net assets as of the valuation base date was rmb 122 million, and the total equity value of shareholders after valuation was rmb 346 million (the transaction price was also rmb 346 million), with an estimated value-added of rmb 224 million and a value-added rate of 183.97%.
as the counterparty, shengdong group promised that shengdong gas's net profit after deducting non-recurring items in 2024, 2025 and 2026 will be no less than rmb 26.4727 million, rmb 28.7751 million and rmb 30.4959 million respectively, and the cumulative net profit after deducting non-recurring items will be no less than rmb 85.7437 million.
it is worth noting that after acquiring 100% of shengdong gas’s equity, shuifa gas added the comprehensive utilization of combustible gas for power generation services, which overlaps with some of the businesses of shengdong group’s subsidiaries, but the relevant power plant businesses of shengdong group’s subsidiaries have been entrusted to shengdong gas for operation and management. shuifa gas admitted that this transaction may face valuation risks, profitability fluctuation risks, and profit forecast risks for the target company; after the transaction is completed, there may be certain risks in resource integration and the inability to give full play to synergy effects in the future operation and management process.
shuifa gas is a gas company with city gas, lng business and integrated energy as its core businesses. since its reorganization in 2019, shuifa gas has changed from a private listed company to a state-owned listed company controlled by the state-owned assets supervision and administration commission of shandong province. after the change of ownership, shuifa gas has continued to develop upstream and downstream businesses. it has now completed the layout of the entire industrial chain from upstream liquefied natural gas production, to high-end manufacturing of midstream gas equipment, to distributed energy and urban gas supply in the downstream gas application field.
financial data shows that shuifa gas has stable profitability. in the first half of this year, the company's operating income was 1.21 billion yuan, a year-on-year decrease of 24.09%; net profit was 43.956 million yuan, a year-on-year increase of 15.10%; non-net profit was 44.1499 million yuan, a year-on-year increase of 32.18%.
shuifa gas' predecessor was paisi co., ltd. in 2019, the company changed its ownership to shuifa zhongxing group, and then carried out a series of industrial layouts, and the company's operating performance continued to grow. the company's operating income was 1.021 billion yuan in 2020 and 3.201 billion yuan in 2023. from 2020 to 2023, the company's net profit was 24 million yuan, 41 million yuan, 45 million yuan and 72 million yuan respectively, showing a continuous growth trend.
"shuifa gas can improve its industrial layout and enhance profitability through external acquisitions, and this premium acquisition is worth the money. the company's business model is highly similar to that of shengdong gas in the field of distributed energy. through the acquisition, it can achieve the goals of filling in the gaps and efficient collaboration." hao qing, business manager of a brokerage firm in north china, analyzed to the economic herald reporter.
(reporter du hai of dazhong news and economic herald)
