After only one week of planning, there has been new progress in the change of control of Wonders (SH688178, stock price 17.07 yuan, market value 1.453 billion yuan).

On the evening of March 21, Wonders announced that Liu Jun, the actual controller of the company, and Gong Jianrui, a shareholder, planned to transfer 100% of the equity of Nanjing Wonders Investment Co., Ltd. (Wonders Investment) to Ruiyuan International Resources Investment Co., Ltd. (hereinafter referred to as Ruiyuan International), with a total transfer price of about 413 million yuan.

After the completion of the transfer, the controlling shareholder of Wonders is still Wonders Investment, holding 28.88% of the company's shares, and the actual controller is changed from Liu Jun to no actual controller. According to the announcement, Ruiyuan International is 100% owned by Chery Holding Group Co., Ltd. (hereinafter referred to as Chery Holdings), but it is also in a state of no actual controller.

Liu Jun promised to continue to serve as chairman of the company

The change of control of Wonders was realized through the transfer of all the shares of the controlling shareholder by the relevant shareholders. Prior to this equity change, Liu Jun owned 47.64% of the voting rights of Wonders through direct and indirect shareholdings, of which 28.88% of the voting rights of the company were held through Wonders Investment. Liu Jun and Gong Jianrui respectively hold 70% and 30% of the shares of Wonders Investment, and after the completion of the transfer, Liu Jun's proportion of voting shares in the company has been reduced to 18.76%, and he is no longer the actual controller of the listed company.

The total transfer price of 100% equity of Wonders Investment is 413 million yuan, and the transfer price per share is 13.7646 yuan, corresponding to the transfer price of 16.80 yuan per share. The reporter of "Daily Economic News" noticed that the difference between the above-mentioned corresponding transfer price and the latest closing price of 17.07 yuan / share before the suspension of Wonders (March 14) was only about 1.6%.

On March 21, Liu Jun, Gong Jianrui and Ruiyuan International signed an agreement that after they acquired 100% of the equity of Wonders Investment, Wonders will be changed to no actual controller. Liu Jun promised not to reduce his direct holdings of the company's shares within 3 years after the equity delivery, not to seek control of the company, and to continue to serve as the chairman of the company, and currently he directly holds 9.81% of the shares of Wonders.

Ruiyuan International promises not to transfer the equity of the company within 36 months. In addition, after the completion of the equity transfer, Ruiyuan International has the right to nominate four non-independent directors in the listed company through Wonders Investment to participate in corporate governance.

It is worth mentioning that Gong Jianrui is the outgoing director of Wonders, and he made relevant commitments to the company's shares held by Wonders when it was first listed, specifically involving the period of restriction on the sale of shares after his resignation, etc., and this transaction can only be completed by exempting part of the commitments. "The waiver of this voluntary share restriction commitment is a prerequisite for the completion of the above-mentioned transfer of control." Wonders said that the company's board of directors and board of supervisors agreed to exempt Gong Jianrui from the commitment not to transfer the company's shares indirectly held within six months after his resignation, and this matter still needs to be submitted to the company's shareholders' meeting for deliberation, and related shareholders should abstain from voting on this proposal.

After listing, the net profit attributable to the parent company continued to decline

According to the announcement, Ruiyuan International is a wholly-owned first-class subsidiary of Chery Holdings, and its business covers international trade, circular economy, automotive aftermarket and other productive service fields.

Wonders' main business includes organic waste business segment, industrial wastewater business segment, etc., and takes resource recycling business as an important development direction. Wanderers believes that the strategic direction of the two sides is highly aligned.

As of the date of signing of the "Equity Transfer Agreement" (March 21), Ruiyuan International does not have any plans to change the company's main business or make major adjustments to the main business in the next 12 months, but it does not rule out the sale of the company's or its subsidiaries' assets and business in the next 12 months, merger with others joint ventures or cooperation, or the company's intention to purchase or replace assets.

Wonders said that the company will continue to consolidate and develop its main business, and actively focus on the strategic development direction of green carbon reduction with Ruiyuan International, and achieve all-round collaborative cooperation in multiple dimensions such as industrial layout expansion.

However, the reporter noticed that Wonders landed on the Science and Technology Innovation Board in January 2020, but since the second year of listing, that is, since 2021, Wonders' net profit attributable to the parent has declined for three consecutive years, of which the profit will turn into a loss in 2023, and the net profit attributable to the parent will be negative 86.6326 million yuan. In addition, according to the performance report released by Wonders, in 2024, the company's total operating income will be about 621 million yuan, a year-on-year decrease of 23.35%; The net profit loss attributable to the parent company was 68.2123 million yuan, but it has narrowed compared with the same period last year.

For the 2024 performance, Wonders said that due to the impact of factors such as the industry market environment, and the company pays more attention to customer solvency and improves customer screening standards, resulting in a year-on-year decline in the company's operating income, a year-on-year decline in rigid expenditure, but a large base is still large, and there is a loss. At the same time, thanks to the strengthening of cost control and the adjustment of the progress of some projects, the gross profit margin of Wonders in 2024 will increase year-on-year and the expenses during the period will decrease year-on-year.

In the 2024 semi-annual report, Wonders said that at present, the environmental protection industry is in a critical period of pressure superposition, green and low-carbon upgrading and transformation, and the company strives to cope with the increasingly fierce industry competition through technology translation, vertical extension of technology, and business collaboration.

Cover picture source: Photo by Liu Guomei, Daily Economic News