Yesterday evening,Karen shares(300715.SZ) announced that it plans to acquire no more than 51% of the equity of Suzhou Jiazhicai Optoelectronics Technology Co., Ltd. (hereinafter referred to as “Suzhou Jiazhicai”) for no more than 510 million yuan in cash and obtain a controlling stake. At the same time, the controlling shareholder of Karen Co., Ltd. transferred some shares of the listed company to the target shareholders.
Suzhou Jiazhicai is mainly engaged in the display panel and semiconductor industry testing equipment business, while Karen Co., Ltd. is in the construction waterproofing industry. This is the second time that Karen Shares has planned to cross the border since 2024. At present, its controlling shareholder is in a “critical situation”: the equity pledge is approaching the limit, and it will need to repay debts of more than 600 million yuan in the next year. In the past two years, it has been occupied by suppliers As for the funds of listed companies, the actual controller is currently having difficulty with capital turnover and is still in arrears with compensation payments to the listed companies.
Through this equity transfer, the actual controller and related parties will pocket 368 million yuan, which can only meet urgent needs. It should be noted that before the announcement of this merger, the share price and trading volume of Karen Shares had “reacted in advance.” Wind data shows that since December 26, the trading volume of Karen Shares has increased significantly, and has increased by nearly 50% this week. , among the A-share listed companies in the Wind building materials sector, it ranked first in consecutive week gains. At the opening today, Karen Shares (300715.SZ) hit the daily limit, trading at 9.74 yuan, up 19.95%.
Seeking cross-border expansion twice a year, the stock price “reacted in advance”
Compared with the related transaction that attracted the attention of the Shenzhen Stock Exchange in February 2024: the planned investment of 40 million yuan in a company that was established less than a year ago, is still losing money, and whose valuation has tripled in a week, Karen Shares’s crossover is obviously more What to watch.
The company is targeting the currently popular semiconductor industry. Public information shows that Suzhou Jiazhicai was established in 2017 and is a supplier of testing equipment and solutions for the display panel, semiconductor, and new energy lithium battery industries.
Suzhou Jiazhicai has been selected as an enterprise to be included in the 2023 Jiangsu Province Science and Technology Enterprise Listing Cultivation Plan, and has been in a period of development and expansion in the past two years. According to industrial and commercial information, the company’s number of insured persons will increase from 196 to 287 in 2023.
“Suzhou Daily” once reported that at the end of 2023, the deputy general manager of Suzhou Jiazhicai said that the company’s total sales that year will reach 500 million yuan, more than double that of 2022.
Tianyancha information shows that Suzhou Jiazhicai conducted two rounds of financing in 2019 and 2020 respectively. The specific transaction amount and valuation are unknown. Investors include Suzhou Hepu Venture Partnership (Limited Partnership), Nachuan Capital, and Nantong Xin Hui Group.
According to the plan, the transaction is divided into two parts. The first part is that Karen Shares will purchase no more than 51% of the equity of Suzhou Jiazhicai in cash, and the transaction price will not exceed 510 million yuan. The specific transaction details have not yet been determined, and the performance commitment is In the next three years, Suzhou Jiazhicai’s total net profit attributable to the parent company after non-deductions will be no less than 240 million yuan.
At the same time, the controlling shareholder of Karen Holdings, Karen Holdings Investment Co., Ltd. (hereinafter referred to as “Karen Holdings”), the actual controller Qian Lindi, and his consistent shareholders, Suzhou Sicai Optoelectronics Technology, the two shareholders of Suzhou Jiazhicai Co., Ltd. and Chen Xianfeng transferred a total of 14.485% of the shares, and still hold 30.214% of the shares. The transfer price was 6.87 yuan/share, and the total transfer amount was 368 million yuan.
After the completion of these two transactions, the control rights of Karen shares will not change, and the actual controller is still Qian Lindi.
Data source: Wind
It is worth mentioning that before the merger news was announced, the share price of Karen shares had “reacted in advance.” Wind data shows that taking the trading day before the news release (1.7) as the cut-off date, Karen shares ranked first in the A-share building materials sector in terms of share price increase this week, far exceeding the industry increase. In addition, since December 26, the trading volume of Karen shares has suddenly increased by 4 times and has remained at a high level for several days. With the overall market weak, the trading volume reached a new level on January 6, with a sharp increase of 47%, reaching 20.1 million shares.
Controlling shareholders approach pledge limit
For this equity acquisition, Karen shares said that it “will help the company’s strategic layout in related fields and find new growth poles for the company.”
Affected by the downturn in the real estate market, the waterproofing industry as a whole is under pressure. As a construction waterproofing material manufacturer whose business relies heavily on real estate customers, this transaction is driven by the strategic transformation needs of Karen Holdings.
A background that cannot be ignored is that when planning this merger, Karen Holdings’ controlling shareholder, Karen Holdings Investment Co., Ltd. (hereinafter referred to as “Karen Holdings”), was in an “extremely urgent” situation.
The announcement shows that as of December 26, 2024, the total number of pledged shares by Karen Holdings, the controlling shareholder of Karen Holdings, and its persons acting in concert accounted for 80.27% of the shares held, accounting for 37% of the company’s total share capital. Karen Holdings issued a warning that day , “The company’s stock price has fluctuated greatly recently and is close to the pledge warning line.”
In times of urgency, Karen Shares, which is not wealthy, rarely uses real money to manage its market value. On January 2, 2025, the company announced the completion of the cancellation of the repurchased shares. This share repurchase cost 100 million yuan and was repurchased in 2022. It was originally planned to be used to “implement employee stock ownership plans or equity incentives”, but was changed in November 2024 to “all used to cancel and reduce registered capital.”
In terms of debt, as of December 26, 2024, Karen Holdings will need to repay debts of 327 million yuan in the next six months and 689 million yuan in debt within the next year.
The capital chain was tight, and Karen Holdings once occupied the funds of listed companies. According to the “Administrative Punishment Decision” of Jiangsu Supervision Bureau, from March 2021 to February 2023, the listed company and its subsidiaries repaid loans on behalf of Karen Holdings in the form of advance payments to suppliers, resulting in non-operating activities of related parties. The funds occupied are 359 million yuan.
In addition, due to difficulties in capital turnover, Qian Lindi, the actual controller of Karen Co., Ltd., owed a compensation of 47.94 million yuan to the listed company. The compensation was due to the failure of Evergrande’s accounts receivable and notes receivable to be paid when due. Qian Lin My brother promised to bear the impairment loss of this part of assets in 2021.
Through this equity transfer, the actual controller of Karen Shares and persons acting in concert will pocket 368 million yuan, which just covers the scale of debt that the controlling shareholder needs to repay in the next six months. (This article was first published on Titanium Media APP, author | Zhang Sun Mingshuo)
For more exciting content, follow Titanium Media’s WeChat account (ID: taimeiti), or download Titanium Media App