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Guangzhou Dongling grain and Oil Co., Ltd. (000893)
Dongling grain and oil [000893] is a stock issued by Guangzhou Dongling International Investment Co., Ltd.
main points
Key points 1: the fund heavy warehouse plate, ecological agriculture plate, Guangdong plate and food industry plate belong to.
Key point 2: business scope Wholesale of prepackaged food; wholesale of bulk food; processing of edible vegetable oil; retail of bulk food; retail of prepackaged food; storage of other agricultural products; wholesale of feed; wholesale of grain, beans and potato; purchase of agricultural and sideline products; investment of enterprise own funds; import and export of goods (except for specialized controlled commodities); wholesale of oil crops; technology import and export; wholesale of grain by-products.
The company is the main refrigerator compressor production base in China, with the world's leading production technology and equipment. The leading product, environmental protection refrigerator compressor, continues to maintain a good situation of production and sales, and has ranked the first in the same industry in China for many years, and is one of the important suppliers of domestic and international refrigerator manufacturers.
Key point 3: purchasing potash assets layout big agriculture On August 25th, 2014, the company issued the reorganization plan. The company plans to purchase 100% equity of sinoagriculture international with 10.44 yuan / share, so as to obtain 90% equity of Sinochem potash indirectly held by China agriculture international, with the transaction price of 3.69 billion yuan; meanwhile, the company plans to issue 118million shares with RMB 1044 / share, and raise 1.23 billion yuan of supporting funds for expansion of production and supplementary working capital of China Agricultural potash fertilizer.
After the reorganization, China Agricultural Group will become the second largest shareholder of the company. It is said that China agriculture international was founded in July 2014, and has not carried out any business activities. Its main assets are 90% equity of Sino agricultural potash fertilizer controlled by China agriculture Hong Kong.
The main business of the potash fertilizer in China is the exploitation, production and sale of potassium chloride. As of July 31st, 2014, the book assets of China Agricultural International were RMB 1476 million, and the appraisal price was 3.397 billion yuan.
Key 4: the transformation of soybean oil industry is to replace all assets and liabilities with 100% equity (registered capital of 100million yuan) of Guangzhou Zhiyuan Oil Industry Co., Ltd. owned by Dongling industry. After the transaction is completed, the main business of the company will be transformed from the production and sales of refrigeration equipment to the production and sales of soybean oil products. The net profit of the company in 2010 was 22.84 million yuan, an increase of 9.59% year-on-year.
Key point 5: the current business of soybean processing leading company includes oil pressing, grain trade, basic logistics, etc. the subordinate soybean pressing enterprises include Guangzhou Zhiyuan Oil Industry Co., Ltd. and its wholly-owned subsidiary Guangzhou Zhiyuan Oil Co., Ltd.
"Zhiyuan" has developed for ten years, with its stable quality and excellent service enjoying a high brand reputation in the market. The company is currently the registered delivery warehouse of Dalian Commodity Exchange, the most important commodity futures exchange in China, which plays an active and important role in ensuring the food security in the region and the construction of urban and rural residents' vegetable basket project. The soybean processing capacity of huzhiyuan company in 2005-09 is 604700 tons, 9007 million tons, 12795 tons, 12124000 tons and 1.506 million tons respectively. In 2010, the company processed 1.58 million tons of soybean, sold 1.293 million tons of soybean meal, 281200 tons of soybean oil and 10200 tons of phospholipid.
Key 6: subsidiary companies to increase their capital in August, 2011 plans to increase the registered capital of $30.2 million, and the registered capital will be $50million after the capital increase.
The way of capital contribution is cash exchange, and the total investment amount will be settled by the company purchasing foreign exchange with its own funds in domestic banks. The purpose of this capital increase is to give full play to the favorable conditions of Hong Kong as an international financial center and an international market window, expand the size of the wholly-owned Hong Kong subsidiary of the company in a timely manner, hedge soybean futures and RMB exchange rates, and gradually form the soybean purchase platform and financing platform of the company to improve its risk resistance and market competitiveness, so as to further improve the company's soybean purchasing platform and financing platform The future operation performance is in line with the company's strategic plan and is conducive to the long-term development of the company.
Key 7: in April 2012, the company intends to issue no more than 44.78 million shares to no more than 10 specific investors at a price of not less than 13.22 yuan / share in April 2012. The total amount of raised funds for the non-public offering of shares shall not exceed 592 million yuan. After deducting the issuance expenses, it is planned to invest in the following projects: the raised fund is planned to use the raised fund of RMB 170.72 million to invest in the comprehensive processing project of edible oil of Guangzhou Dongling grain and Oil Co., Ltd., with a total investment of 23.4416 million yuan;
The raised fund is planned to be used to invest 13.33 million yuan in the edible oil packaging workshop project of Guangzhou Dongling grain and Oil Co., Ltd. with a total investment of RMB 161440100; the raised fund of 96.2 million yuan is proposed to be used to invest in the supporting wharf project of phase II project of Guangzhou Zhiyuan oil Industry Co., Ltd.; and the raised fund of 17million yuan is proposed to supplement the working capital.
Main points eight: the stock rights increment company also grants 600 thousand value added rights to 2 non Chinese mainland residents, which accounts for 0.27% of the total 222 million shares of the company's total capital stock. Each equity appreciation right can execute the first value-added income at the predetermined exercise price of 27.55 yuan / share and exercise conditions on the exercise date. If the closing price of the company's shares on the exercise date is higher than the exercise price, each stock appreciation right can obtain the earnings of the price difference per share, and the company will pay the difference in cash. The value-added right of stock does not involve actual shares, and the company shares are regarded as the subject of virtual shares. The plan is valid for four years from the authorization date (July 26, 2011). The planned object is 12-24 months from the authorization date, 24-36 months, 36-48 months and is divided into three phases according to the proportion of 33% to 33% and 34% of the exercise. The conditions of exercise are the same as those of equity incentive plan.
Key 9: in December 2013, Chicago has set up subsidiaries to extend the upstream industrial chain. The company extends the upstream "front-end tentacle" to Chicago, USA. Zhilian (Hong Kong) Co., Ltd., a wholly-owned subsidiary of the company, intends to establish a holding subsidiary of Ailian grain Limited company in Chicago, the United States, with the main business scope of purchasing, logistics and shipping of feed materials such as grain.
The company said that the establishment of AIA grain can obtain market dynamics from the source, establish business relations with local grain suppliers with good reputation and stable quality; on the other hand, it also helps the company to obtain international market information timely and accurately.
Key 10: the company of Zhiyuan company has introduced the soybean processing technology, technology and equipment of de Smet (desmei) Co., Ltd. of Belgium. It can be processed and processed 7800 tons of soybean every day, with annual processing capacity of more than 2.2 million tons. The company has 90000 tons dry bulk storage capacity, 25000 tons of oil tanks, one 3000 ton berth and two 1000 ton berths. The logistics distribution system is perfect, and the daily delivery capacity reaches 16000 tons. At present, the company has two production bases, namely Nansha and Xintang, of which Nansha production base is the location of the company, Xintang production base is the place where Xintang plant yuan is subordinate to the company. At present, the daily processing capacity of soybean in the two production bases is 7800 tons and the annual soybean processing capacity is 2.2 million tons. The second phase project of soybean processing in Nansha production base has been approved and started in the early stage. It is expected that after the project is completed, Nansha production base can form a soybean processing capacity of 3million tons / year. In November, 2010, the company plans to invest 430million yuan to add a 5000 ton / day soybean processing pretreatment and leaching production line in Nansha base. The construction period is 11 months. Under normal conditions after the project reaches the normal condition, the soybean processing capacity can be increased by 1.5 million tons per year, and it is expected to generate about 80million yuan of net profit per year.
Key 11: 1000 tons / day oil refining project (originally invested by the company of plant yuan), fixed assets investment of 140.59 million yuan, construction land as the existing land of the company, and the company will purchase it from the company at the agreed price. The project has been started in August 2009. The project will generate 13.17 million yuan of net profit every year after the project reaches the post natal period, and the internal rate of return before income tax of the project is 16.28%. The project has been put into operation in September 2010, and the net profit generated in 2010 is RMB 5.866 million.
Key 12: the controlling shareholder increased its holding from November 15, 2012 to November 27, 2012. Guangzhou Dongling Industrial Group Co., Ltd., the controlling shareholder of the company, increased its shares by means of the Shenzhen stock exchange securities trading system, accounting for 1.0196% of the total share capital. Dongling industrial plans to increase its holdings by no more than 4.44 million shares (not more than 2% of the total share capital of the company), according to the relevant provisions of CSRC and Shenzhen Stock Exchange and market conditions within the next 12 months (calculated from the date of the increase).
Key 13: equity incentive (cancelled in August 2012) After the revision in July 2011, the company granted 6.77 million stock options to 37 incentive objects, accounting for 3.05% of the total capital stock of the company. Each stock option can purchase one common stock of the company at the predetermined exercise price and exercise conditions on the exercise date, of which 6.17 million shares are granted for the first time, accounting for 2.78% of the total current share capital. The exercise price is 2755 yuan, and 600000 shares are reserved for the first authorization Award within 12 months after the date. The main exercise conditions are based on 2010 net profit, and the growth rate of net profit in 2011-2013 is not less than 20%, 40% and 60% respectively compared with 2010. The weighted average net asset return in 2011-2013 is not less than 20%, 21% and 22% respectively. The incentive plan is valid for four years from the authorization date (July 26, 2011). The incentive objects shall be exercised in three phases according to the proportion of 33% to 33% of the exercise rights from 12 to 24 months, 24-36 months and 36-48 months from the authorization date. After 12 months from the date of authorization of the reserved part of the stock option, the incentive object shall exercise the rights in two periods according to the proportion of 50% to 50% of the exercise within the feasible right date.
Key 14: in May 2013, the company intends to grant 12.3 million yuan A-shares of common stock to the incentive object, accounting for 4.61% of the total capital of the company at the time of signing the incentive plan, including 7.3 million stock options, 5million restricted shares, 14.42 yuan of exercise price of stock options and 13.22 yuan for restricted shares. After 12 months from the first grant / authorization date, the incentive objects meeting the conditions of unlocking / exercising can be unlocked / exercised in three phases in the following three years according to the proportion of 20%, 30% and 50%.
Key 15: in March 2014, the company plans to invest in the construction of the comprehensive industrial park of grain, oil and food in lvsigang, Qidong City, Jiangsu Province, due to the strategic consideration of the national layout of the company, with a total investment of about 2 billion yuan. The comprehensive industrial park mainly develops the research and development, production and sales of oil and related food, the operation of oil and grain, port and third-party logistics. The company said it intends to make the company go out of the South China market and realize cross regional development through the construction project, enrich product structure, extend industrial chain, further expand the scale of processing and trade, and build production and logistics base for the diversified development of the company's grain and oil food industry. In addition, the company intends to establish a wholly-owned subsidiary Guangzhou Zhiyuan Special Oil Co., Ltd. in Guangzhou, which is mainly responsible for the R & D, production and sales of special edible oils and fats, with a registered capital of 100million yuan.
Key 16: the company signed the strategic cooperation agreement with China agricultural means of production group on September 29, 2014, announced that the company jointly cooperated with China Agricultural Group to expand industrial chain cooperation on September 29, 2014. The two sides will complement each other with their respective advantages and carry out mutual trust, mutual benefit and mutual benefit cooperation in the aspects of trade in agricultural products such as soybeans and grains, processing of plant oil, production and marketing of potash fertilizer.
Key 17: major M & A - it is proposed to sell the related assets of soybean processing business announced on Oct. 16, 2015, and plans to transfer 100% equity of Zhiyuan industrial and 100% of Dongling sales to the wholly-owned subsidiary of Dongling industry, the controlling shareholder, Zhiyuan holding. The estimated value of Zhiyuan industry is 715468800 yuan, and the sales estimate of Dongling is 12.7431 million yuan. The trading company intends to sell the assets related to soybean processing business. The company's shares continued to be suspended. The net profit of the sales of Zhiyuan and Dongling in 2014 was rmb-439695500 and rmb-16554600 respectively. Before this transaction, the company mainly engaged in soybean oil processing and sales. The transaction is intended to sell the related assets of soybean processing business. After the completion of this transaction, the company's main business will be changed into three major sectors: grain trade, international shipping and logistics, potash mining, production and sales. The purpose of this transaction is to realize the strategic transformation of the main business of listed companies through asset sale, improve the current operation status of the company, find new profit growth points, and lay the foundation for the company to grow bigger and stronger in the future.
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