Backgammon’s control change plan is implemented, Xiangtan State-owned Assets Supervision and Administration Commission becomes the new actual controller, and the expected loss in 2022 is 1.3-1.95 billion yuan
“This change of control was completed through BBK Group’s “10% share transfer + waiver of 24.99% voting rights”. “
Author: soleil Editor: tuya Publisher: Financial Graffiti (ID: caijingtuya)
Only a week later, the new real controller of BBK (002251. SZ), the former regional retail leader, surfaced.
According to the company’s intelligence expert “Financial Graffiti”, on the evening of January 15, BBK issued the “Informative Announcement on the Signing of the Share Transfer Agreement by the Controlling Shareholder, the Waiver of Voting Rights and the Proposed Change of Control”, Xiangtan Industrial Investment will become the controlling shareholder of BBK The shareholder, Xiangtan State-owned Assets Supervision and Administration Commission will become the latest actual controller, and the company’s stock will resume trading from the market opening on January 16.
A week ago, on January 9, Backgammon issued an announcement saying that the company’s controlling shareholder, Backgammon Group, was planning related matters related to the change of company control, and revealed that the counterparty of the transaction belonged to a local government industrial investment platform, mainly engaged in industrial investment business. Trading will be suspended from the announcement date.
Change of control plan: share transfer + waiver of voting rights
The latest announcement disclosed the corresponding details of the change of control plan. On January 11, 2023, BBK Group and Xiangtan Industrial Investment Investment Partnership (Limited Partnership) (hereinfollowing referred to as “Xiangtan Industrial Investment Investment”) signed the “Share Transfer Agreement” and “Voting Right Waiver Agreement”.BBK Group will transfer 86,390,400 BBK shares (accounting for 10% of the total share capital) held by BBK Group to Xiangtan Industrial Investment Investment in the form of agreement transfer, with a total transfer price of regarding 518 million yuanequivalent to a transfer price of 5.995 yuan per share.
“Financial Graffiti” calculated that the transfer price was nearly 10% discount to the closing price of 6.66 yuan per share on January 6 before the suspension.
Simultaneously,BBK Group will give up the corresponding voting rights of its remaining approximately 216 million BBK shares (accounting for 24.99% of the total share capital).After the equity change is completed, Xiangtan Industrial Investment will become the controlling shareholder of BBK, and Xiangtan State-owned Assets Supervision and Administration Commission will become the actual controller of BBK。
After the completion of this equity change, BBK’s major shareholders and their equity holdings are as follows:
Source: Company Announcement
To put it simply, BBK’s change of control this time is completed through “share transfer + waiver of voting rights”, which is slightly different from the “combination of share transfer and voting entrustment” that BBK Group has begun to plan, and the number of shares involved is also higher than before. The published 29% varied slightly.
According to the announcement, the change in equity still needs to be reviewed by the Shenzhen Stock Exchange for compliance, and the share transfer registration procedures must be handled at the Shenzhen Branch of China Securities Regulatory Commission. There is still uncertainty regarding whether the implementation can be completed.
Backgammon stated in the announcement that the company’s change of actual controller is intended to introduce a controlling shareholder with state-owned assets and industrial background to the company, give full play to the resource complementarity and synergy between listed companies and state-owned enterprises, and use the industrial resource background of state-owned enterprises as the basis for listing. Company empowerment promotes the strategic development of listed companies, further enhances the competitive advantages and comprehensive strength of listed companies, and improves the value of listed companies and the return on investment for public shareholders. After the change of the actual controller, the corporate governance structure of BBK will be further optimized, the operation and management efficiency of BBK will be improved, and the sustainable and stable development of BBK will be promoted.
It is worth mentioning that, according to the announcement, following the signing of the share transfer agreement, BBK Group needs to pledge the transferred shares to Xiangtan Industrial Investment Investment or the designated entity of Xiangtan Industrial Investment Investment. Currently, the pledge has been completed. However, following completing the aforementioned pledge,BBK Group has pledged a total of regarding 270 million shares of the company, accounting for 31.32% of the company’s total share capital, accounting for 89.52% of the company’s shares held by it, and the pledge ratio is relatively high。
Preliminary loss of 1.3-1.95 billion yuan in 2022
It is undeniable that BBK’s development has been in trouble in recent years, including performance losses and financial challenges, which are the main driving forces behind the change of its controllers.
On January 15th, Backgammon also released a performance forecast at the same time.It is estimated that in 2022, the net profit loss attributable to the parent company will be 1.3 billion to 1.95 billion yuan, and the loss of non-net profit will be 1.2 billion to 1.8 billion yuan.. Compared with 2021, the loss has further expanded. In 2021, the company will lose regarding 184 million yuan and 444 million yuan respectively in the return of the parent and the deduction of non-net profits.
The company stated that the decline in performance was mainly due toThe company’s strategy has undergone a major adjustment. In addition to shopping centers and department stores, starting from the fourth quarter of 2022, the Jiangxi market has shrunk significantly to Xinyu, Pingxiang, and Yichun (cities near Hunan) through closing down and fully withdrawing from the Sichuan market.Hunan and Guangxi provinces also simultaneously shut down and turned inefficient and loss-making stores. At the same time, affected by the normalization of the epidemic, the recovery of residents’ consumption is slow, coupled with fierce competition in channels, the company’s internal and external operating environment is facing greater pressure.
This article was originally written by the public account Finance and Economics Tuya (ID: caijingtuya), if you need to reprint, please contact Tuya Jun.
MicrosoftYahei;font-size:14px;”>Original title: Backgammon’s control change plan is implemented, Xiangtan State-owned Assets Supervision and Administration Commission becomes the new actual controller, and the expected loss in 2022 is 1.3-1.95 billion yuan