As a well-known shell resource of A shares, before the acquisition of Jiayi Education by Greenview Holdings, the main real estate and property management business had long been hollowed out.
This article is from Elephant Sany (WeChat: xiangsanyi007), 文 | 李彩凤
Another A-share company has set up an abacus for the education industry.
Throughout March, the news that Greenview Holdings plans to acquire K12, an extracurricular training company, has never stopped. On March 15th, Greenview Holdings formally issued a resolution on the board of directors, announcing that it intends to purchase 100% of Jiayi Education by issuing shares and paying in cash, with an estimated price of 1.2 billion, and simultaneously raising supporting funds from the company’s actual controller Yu Feng .
After the transaction is completed, Jiayi Education will become a wholly-owned subsidiary of Greenview Holdings, and it will be listed as expected. Greenview Holdings will add K12 training to the real estate business to get rid of the long-stigmatized “shell” status.
However, this “marriage” that seems to be yours is always questioned from the beginning. On the third day of the disclosure of the detailed acquisition plan, Greenview Holdings attracted the attention of the Shenzhen Stock Exchange, and received many inquiries about whether the actual controller will change after the major asset reorganization, and whether it will cash out and run. In terms of business, due to the huge difference between Lvjing Holdings and Jiayi Education, there is also great uncertainty as to whether the two can be effectively integrated to achieve the expected results.
In the past, the results of many mergers and acquisitions of educational assets have not been smooth. Then, whether the acquisition of Jiayi Education by Lvjing Holdings wants to get rid of the “shell” identity, or whether it is a “value for money” sale, it needs to be seen in detail.
Real estate “shell” companies’ transformation and self-help
Public information shows that Lvjing Holdings was originally Haikou New Energy Co., Ltd., which was established in 1988. It was mainly engaged in the production of new fuels and stoves. It later entered the real estate business and was restructured and listed at the end of 1992.
As a well-known shell resource of A shares, before the acquisition of Jiayi Education by Greenview Holdings, the main real estate and property management business had long been hollowed out. At present, Lvjing Holdings does not have a land bank, nor is there any real estate project under development or development. The main task of its real estate business is to clear remaining parking spaces and a small number of shops.
Under the guise of real estate, but doing the work of “sweeping the tail”, it is clear that Lvjing Holdings’ heart is no longer in the real estate industry. Over the years, its performance has hovered on the verge of losses.
According to previous annual reports, from 2015 to the first three quarters of 2019, Greenview Holdings’ operating income was 20 million yuan, 300 million yuan, 22 million yuan, 17 million yuan, and 12 million yuan, respectively. -24 million yuan, 32 million yuan, -83 million yuan, 77 million yuan, -200 million yuan.
Because of the continuous fluctuation of profits, although Greenview Holdings is getting rid of the “wearing hat”,But in fact, the individual increase in net profit is not due to the improvement of business operations. According to the financial report, the non-deducted net profit of Greenview Holdings in 2018 was only -49 million yuan, that is, the net profit of 77 million yuan was sold by assets.
Cross-border education is not the first time Greenview Holdings is seeking transformation. Greenview Holdings completed the transfer of 100% equity of Beijing Ming’an Hospital Management Co., Ltd., 100% equity of Beijing Ming’an Kanghe Health Management Co., Ltd. and 70% equity of Nanning Ming’an Hospital Management Co., Ltd. in February 2018. The total amount is 284 million yuan. These three medical companies have been hoped by Greenview Holdings for a comprehensive transformation from the real estate industry to the medical industry.
Since 2010, Greenview Holdings has tried four transformations, from operating high-end hotels and office buildings to considering mineral investment, from planning to invest in Cambodian cassava plantation to entering the medical health field. It is not difficult to see that Greenview Holdings has always been Real estate is not considered the only way out.
It’s just that life is long, and the medical industry, which has recently bet heavily, has failed to do so. To date, the receiving party Hebei Zhizhi Future still has 31.74.8 million yuan of equity transfer payment due and unpaid due, and the liquidated damages caused by the failure to pay the equity transfer price on time have not been paid.
The latest 2019 annual performance forecast shows that Greenview Holdings will lose 9 million to 13 million yuan. Therefore, for this merger, Greenview Holdings is bound to be full of expectations. The restructuring plan mentioned that the merger was in line with its established strategy of exiting the real estate business. After the transaction, it is expected that the total assets, net assets, operating income and net profit of listed companies will be significantly increased, financial conditions will be improved, and profitability will be enhanced.
It can be transformed many times without results. This time, the education industry’s K12 battlefield involved is unknown whether Green View Holdings is a life-saving straw or blind cross-border mergers and acquisitions.
The planned price is 1.2 billion, is Jiayi Education “value for money”
Jiayi Education was a listed company on the New Third Board. Past financial reports show that in 2015, 2016, and the first half of 2017, Jiayi Education achieved operating income of 62 million yuan, 0.76 yuan, and 39 million yuan, and net profit of 17 million yuan, 20 million yuan, and 99 million yuan, respectively. .
The latest results were also disclosed in the restructuring plan. Unaudited operating income in 2018 and 2019 were 191 million yuan and 343 million yuan, respectively, and unaudited net profit attributable to mothers was 39 million yuan and 56 million yuan, respectively. It can be seen that in recent years, the revenue and net profit of Jiayi Education have maintained rapid growth, forming a sharp contrast with the gradually shrinking business of Greenview Holdings.
