The announcement on the evening of September 30th showed that Dabeinong originally planned to acquire all or part of the shares of eight holding subsidiaries of Zhengbang Technology (002157), and the transaction price was tentatively set at 2-2.5 billion yuan. In view of the fact that the relevant preconditions stipulated in the Equity Transfer Agreement have not been met, the company decided to terminate the Equity Transfer Agreement and sue the other party to repay the 500 million yuan advance payment and interest.
At the end of August, Dabei Nong also terminated the acquisition of 30% of the shares of the target company held by Dong Dong, a natural person shareholder of Jiuding Technology, for reasons such as inconsistency in some financial data. Yang Lin sued the company in mid-August, demanding a second equity transfer payment of 396 million yuan.
Whether the above matters are right or wrong is inconclusive. Shenzhen Stock Exchange issued a letter of concern in March this year, asking Dabeinong to explain the necessity and rationality of frequent acquisition of relevant assets, and to elaborate on whether it may lead to the deterioration of the company's cash position.
Terminate the acquisition and recover 500 million advance payment from Zhengbang Technology.
On February 27th this year, Dabeinong signed the Equity Transfer Agreement with Zhengbang Technology and related parties, agreeing to acquire all the shares of Deyang Zhengbang Agriculture and Animal Husbandry Technology Co., Ltd., Dan Ling Zhengbang Feed Co., Ltd. and Chongqing Guanglian Agriculture and Animal Husbandry Technology Co., Ltd. under Zhengbang Technology, and to acquire five companies under it, namely Yunnan Guanglian Livestock and Poultry Co., Ltd., Kunming Xinhaonong Technology Co., Ltd., Yunnan Giant Whale Technology Co., Ltd., Guiyang Zhengbang Animal Husbandry Co., Ltd. and Yunnan Guangde Feed Co., Ltd.
At first, the transaction seemed to go smoothly. On March 1 day, Dabeinong paid the equity transfer advance payment of 500 million yuan to Zhengbang Technology. At the same time, Zhengbang Technology pledged the equity of the target company to Dabeinong and went through the registration procedures of equity pledge.
However, in the announcement on the evening of September 30, Dabei Nong uncovered the "cover" of the contradiction between the two sides.
Dabeinong said that in the process of financial audit and asset evaluation, Zhengbang Technology failed to fully cooperate with the company for many times, resulting in failure to issue evaluation reports and audit reports, and failed to propose effective solutions to the problems found in the company's due diligence; Secondly, Zhengbang Technology refused to cooperate with the company personnel to participate in the management of the transition period in accordance with the provisions of the equity transfer agreement. In addition, Zhengbang Technology did not use the advance payment to clear the debt of the target company as agreed after receiving the advance payment of 500 million yuan paid by the target company.
"In response to the above problems, the company's repeated communication with Zhengbang Technology has not been resolved." Dabeinong said that the above-mentioned behavior of Zhengbang Technology seriously hindered the normal conduct of this transaction and violated the equity transfer agreement and the previous understanding reached by all parties. "After many times of communication between the company and Zhengbang Technology, the above problems have not been solved, and the other party has constituted a fundamental breach of contract, resulting in the inability to continue to perform the equity transfer agreement."
Dabeinong emphasized that the agreement stipulated that the company completed the audit, evaluation, legal and business due diligence of the target company with satisfactory results, and paid off the debts of the shareholders of the target company to the target company as a prerequisite for delivery. According to the relevant provisions of the agreement, "the company has the right to unilaterally terminate this transaction and ask the counterparty to return all the money and interest paid and bear the corresponding liability for breach of contract."
On September 29th, Dabeinong filed a civil complaint with the Beijing No.1 Intermediate People's Court, suing the counterparty for repaying the company's 500 million yuan advance payment and interest, and assuming corresponding liabilities for breach of contract. At the same time, Zhengbang Group, LAM Raymond and related target companies are required to bear joint and several liabilities for all the above debts, and exercise the priority of compensation for the pledged shares.
Dabeinong said that the termination of the acquisition was a prudent decision made after fully considering the actual development of the company. The termination of the above acquisition will not affect the normal operation of the company's existing business.
Another failed merger also triggered a lawsuit.
In addition to the M&A dispute with Zhengbang Technology, another M&A of Dabeinong also fell through.
On June 5438+1October1/this year, Dabeinong officially announced that it intends to acquire 30% of the shares of the target company held by Dong Yanglin, a natural person shareholder of Jiuding Technology. At the same time, Yang Lin entrusted the voting rights of all the remaining shares (not less than 27%) of the target company to the company, and the transaction price of the target shares was 654.38 yuan.
Jiuding science and technology is a national key leading enterprise in agricultural industrialization, with more than 30 major molecular companies in China and won the honorary title of top 20 feed enterprises in China. At that time, Dabeinong said that the implementation of this transaction will further improve Dabeinong's strategic layout, help enhance Dabeinong's core competitiveness, profitability and risk resistance, and help the company further stabilize its leading position in the industry.
However, this M&A trip was bumpy. In mid-August, Dabeinong received the Notice of Respondent from the Intermediate People's Court of Yueyang City, Hunan Province, and Yang Lin sued the company for the second equity transfer payment of 396 million yuan, and paid a daily penalty of 0.5‰. As of July 25, the penalty amount was 4.95 million yuan.
On August 3 1 day, Dabei Nong announced that it decided to terminate the relevant agreement and terminate the acquisition.
The explanation given by Dabeinong is that according to the preliminary audit results formed by the audit work, the net profit and net assets of Jiuding Technology in 2020 and 20021year are quite different from the unaudited data provided by Jiuding Technology, and some data accounts are inconsistent. The information provided by Jiuding Technology can't meet the requirements of an unqualified audit report issued by a third-party audit institution. The company communicated with Yanglin and Jiuding Technology for many times to promote the audit work, standardize the rectification and adjust the transaction price of the acquired equity, but the communication failed, resulting in the third-party audit institution still unable to issue an unqualified audit report since the audit work was carried out in February 2022. Instead, Yang Lin first filed a lawsuit, demanding that the company pay the second equity transfer payment.
It is also in this context that Dabei Nong decided to terminate the acquisition and asked Yang Lin to return the paid equity transfer money and the interest occupied by related funds. According to the company, the equity transfer payment of 660 million yuan (including tax) has not reached 10% of the company's audited net assets in 20021year, and the termination of the above acquisition will not affect the normal development of the company's existing business.
The Shenzhen Stock Exchange has asked about the reasons for the frequent mergers and acquisitions this year.
In the first half of this year, Dabeinong Company achieved an operating income of 65.438+03.393 billion yuan, a decrease of 654.38+02.28% compared with the same period of last year. The net profit attributable to shareholders of listed companies was -565.438+065.438+0 billion yuan, a decrease of 202.35% compared with the same period of last year.
According to the data of China Feed Industry Association, from June to June, 2022, the total industrial feed output in China was136.53 million tons. With the adjustment of industrial structure and increasingly strict market supervision in the industrial feed industry, the industrial feed industry has entered the stage of integration and upgrading, and the output growth rate has declined. During the reporting period, the company's feed sales revenue was 9.558 billion yuan, down 65,438+04.8% year-on-year, and feed revenue accounted for 765,438+0.36% of the main business income. Feed sales reached 2,350,500 tons, down 19.42% year-on-year.
Looking at the pig breeding business, during the reporting period, the sales income of the holding subsidiary pigs was 65.438+83.2 billion yuan, down 22.57% year-on-year. The holding subsidiary of the company has 156 1400 live pigs, up by 2.88% year-on-year, of which 1450 are fertile sows (excluding reserve sows), down by 28.40% year-on-year.
In view of Dabeinong's frequent planning to acquire assets since 2022, Shenzhen Stock Exchange issued a letter of concern in March this year, asking the company to explain the necessity and rationality of acquiring relevant assets, and to explain in detail the financial arrangements for the company to pay the above transaction price and its possible impact on the company, whether it may lead to the deterioration of the company's cash position.
At that time, the company responded that Zhengbang Southwest Standard Company is a high-quality standard that can generate synergistic benefits with the company in the southern region. Jiuding Science and Technology Department has scale and brand advantages in the feed industry, which can effectively enhance the industry position and market influence of the company's feed business. These two acquisitions help to improve the overall profitability of listed companies. At the same time, the company said that its financial position is good and its cash flow from operating activities is good. The above two acquisitions will not lead to the deterioration of the company's cash position.
The reporter of Securities Times E Company noticed that Zhengbang Technology has not yet responded to Dabei Nong's announcement, and it still takes time to test whether the equity transfer is right or wrong.