After two years, the Guangze dairy product "Return to Zhao" Miao Kelan Duo Duo encountered investors to vote with his feet?

21st Century Business Herald reporter Zhu Yiyi Hangzhou report

Since one month resumed on July 15, Miao Kelan (600882.SH) of A -share "cheese first shares" is still promoting its fixed increase.

Miao Kelan's hopes to issue shares through non -public opening shares, which is included in the sac that is the controlling shareholder Inner Mongolia Mengniu Dairy (Group) Co., Ltd. (hereinafter referred to as "Inner Mongolia Mengniu"). Ze Dai ") 42.88%equity, coupled with previous 57.12%equity of Guangze Dairy products, such as the completion of the transaction, Miao Kelan will hold a total of 100%equity of Guangze Dairy, and further optimize the control of cheese business production and sales process.

It is worth mentioning that Guangze Dairy received 42.88 % of the equity of 42.88 % of Inner Mongolia Mengniu's investment in 458 million yuan in Inner Mongolia Mongolia. Miake Lan multiplied this time to repurchase a few remaining shares of Guangze Dairy.

From the perspective of assets, the performance of Guangze dairy products was bright. In 2020 and 2021, the net profit was 38.915 million yuan and 91.7459 million yuan, respectively.

However, from the perspective of the secondary market, this acquisition does not seem to be considered a good.

Even on the day of the resumption of trading on July 15th, Miao Kelan dived and dived. From July 15th to August 15th, the company's stock price fell more than 25%. Behind the distinct contrast, what is the reason?

Mengniu "one buy one sell" in two years

Guangze Dairy was originally a "pro -son" of Miao Ke Lan, and later sold it to Inner Mongolia Mongolian cattle.

In January 2020, Mengniu Inner Mongolia subscribed for 3 billion yuan in cash, Miaocan Duo non -public issuance of not more than 101 million shares. It still holds 57.12%equity of Guangze Dairy.

At that time, the performance of Guangze Dairy was not satisfactory. In 2018, the revenue was 292 million yuan, and the net profit loss was 610,000 yuan. From January to June 2019, the revenue was 241 million yuan, and the net profit loss was 1.2 billion yuan.

However, three months later, Guangze dairy immediately turned to profit. From January to September 2019, the net profit achieved a net profit of 7.1657 million yuan.

In the past few years, the performance of Guangze Dairy has made rapid progress.

According to the transaction plan, in 2020 and 2021, Guangze Dairy realized net profit of 38.915 million yuan and 91.7459 million yuan, respectively, with rapid performance growth.

According to Mengniu Inner Mongolia Mengniu's previous capital increase, the promises given by Guangze Dairy and the actually controller Chai Yan, Guangze Dairy and its subordinate companies Tianjin Miaoke and Shanghai Zhiran's accumulated commitment net profit in 2019 is not less than 30.398 million yuan, In 2019 and 2020, a total of no less than 7.41735 million yuan (that is, not less than 43.7753 million yuan in 2020), 2019, 2020, and 2021 totaling no less than 15.7095 million yuan (that is, not less than 82.836 million yuan in 2021).

Although Hirosawa Dairy did not complete the performance of 2020, it exceeded the 2021 performance gambling.

After roughly calculated, the net profit of 38.915 million yuan and 91.7459 million yuan in 2020 and 2021, respectively, accounted for 66%and 60%of the net profit of listed companies (59.26 million yuan, 154 million yuan) at the same period (59.26 million yuan, 154 million yuan) of 66%and 60%. Essence

It can be said that Guangze Dairy has become the core asset of Miaocan Duo cheese business.

The transaction plan also mentioned that "Guangze Dairy and its subsidiaries Miaoco Food and Shanghai Zhiran have become important cheese products production and operations of listed companies. The main products include cheese sticks, Missri cheese, cheese tablets and other cheese products". " Essence

In 2021, the total output of cheese products in Guangze dairy and subordinate companies reached 39,800 tons, accounting for more than 70%of the total cheese product output of listed companies.

"After purchasing a minority equity of Guangze Dairy products through this issue, the listed company will eliminate the joint investment with major shareholders. Operating management efficiency and improving the overall planning and arrangement of the maintenance and operation entities of the listed companies ", Miao Kelan wrote in the transaction plan.

As of August 12, due to the transaction -related audit, evaluation and due diligence, the total prices of the transaction were not determined.

8月16日，中国食品产业分析师朱丹蓬向21世纪经济报道记者分析指出，“妙可蓝多此次回购广泽乳品是利好消息，尽管股价阶段性有所回调，但是整体来看，此The second acquisition, coupled with the blessing of Mengniu, the cheese business of Miao Kelan will have continuous development. "

On the same day, Zhu Yue, a CIC Burning Consultation Partner, also believed that "After the completion of this transaction, Guangze Dairy has become a wholly -owned subsidiary of Miao Kelan. The production and development control of revenue will be further enhanced in the supply chain capacity of the cheese industry. "

Why don't investors pay for it?

Although Guangze dairy has grown rapidly and the listed company is confident, the market unexpectedly gives a completely different feedback: within one month of resumption of trading on July 15th to August 15th, Miaocan's multi -stock price fell more than 25% Essence

Regarding the company's recent stock price fluctuated sharply, on August 17, the 21st Century Business Herald reporter called Miang Ca Lan Multi -Securities Affairs as an investor. The other party only said that "the company's production and operation is normal." Investors' feet voting may be related to the various aspects of the market.

One of the potential market concerns is that Miao Kelan repurchased 42.88%of the equity of Hirosawa Dairy by non -public issuance shares from Mengniu in Inner Mongolia. Can it give a reasonable total transaction price?

In fact, when the Mengniu increased capital of Mongolia in Inner Mongolia, all parties agreed in the "Investment Agreement" the possibility of the future Miake Lan more repurchase Guangze dairy products: Mengniu has the right to do everything possible. Within a month, the equity is issued (the listed company issues all the equity of the target company held by investors into the shares or other equity instruments of listed companies by issuing stocks, convertible bonds, or other securities. Listed companies repurchase 42.88 % of the equity of Guangze Dairy.

The agreement states that the repurchase price shall be determined according to the following high: (1) investment amount+investment amount*single profit 12 %/year*the number of days of investment payment date/365; (2) investment during repurchase during repurchase The company held the net assets of the company corresponding to the equity of Fang.

Obviously, no matter which kind of repurchase price is calculated, now Miao Kelan has repurchased 42.88 % of the equity of Hirosawa Dairy, and the total transaction price will be higher than the 458 million yuan when the capital increase of Mengniu in Inner Mongolia.

In addition, Miao Kelan's non -public issuance of shares from Mengniu in Inner Mongolia was 32.23 yuan/share. Compared with the closing price of 46.8 yuan/share before the suspension of the trading on July 1, the discount was about 50 % off.

Some market participants pointed out that two years ago, when Mengniu increased the capital dairy of 458 million yuan, the company's owner's equity evaluation value was 610 million yuan, and the corresponding valuation of the transaction consideration was 1.07 billion yuan. In the context of the good performance of Guangze dairy, its valuation will also increase theoretically. Then, assuming the total price of the transaction increases significantly, the lower the price of the non -public issuance of the non -public issuance, the more shares that Mengniu will subscribe to the subscription, which means that the proportion of the shares held by the remaining small and medium shareholders will decrease accordingly.

Market participants believe that "for Mengniu, more equity of listed companies can be obtained at a relatively low price, and the shareholding ratio has further increased to maximize benefits. However, for small and medium shareholders, it will inevitably dilute the shareholding."

Moreover, Mengniu, Mengniu, at this time, was also at the relatively low stock price of the company in recent years. In January of this year, Inner Mongolia Mongolian Niu increased its holdings many times in the secondary market, with a total of about 7.85 million shares, with costs as high as 53.79 yuan/share, 41.12 yuan/share and 41.45 yuan/share.

In addition to worrying about transaction considerations, the concerns of Miakelan's valuation and cheese business prospects are also considered a factor in pressure on stock prices.

Some people in the industry analyzed to the 21st Century Economic Herald reporter that "In the environment of repeated epidemic, consumers' consumption demands tend to be conservative, and some periods before the suspension of Miao Kelan's suspension increased. It is a complement of the first half of the month. "

In fact, Miao Kelan's P / E ratio is significantly higher than that of other dairy companies, or it will go through the process of high valuation digestion.

As of the closing of August 16, Miao Kelan's price -earnings ratio was as high as 93 times, nearly a hundred times. In contrast, Panda Dairy (300898.SZ), which has also deployed cheese business, is only 33 times, Yili (600887.SH) has only 25 times the price -earnings ratio, and the price -earnings ratio of Guangming Dairy (600597.SH) is 25 times. Dairy (2319.HK) has a price -earnings ratio of 22 times.

On the other hand, although Miao Kelan has become the leader in the domestic cheese market, as more and more dairy companies have joined, the industry has fallen into the Red Sea competition. Essence

According to the statistics of Euromointor, Miao Kelan's share in the domestic cheese consumer market increased from 3.9%in 2018 to 27.7%, surpassing Big Blessing, becoming the first brand in the domestic market share.

However, with the rapid growth of the domestic cheese market, in addition to the early entry, Baijifu, Anjia and other foreign brands, Yili, Bright Dairy and other head dairy companies, as well as more and more emerging cheese manufacturers such as cheese doctors, Gustine The racing of the track.

A dairy company also admits to the 21st Century Business Herald that the industry is fiercely competitive. "Cheese -type head players continue to iterate products, bind headmen on the live broadcast, increase marketing costs to increase the threshold for entering the game. There is no strong strategic determination and resource support, it is difficult to get over the head players. "

In addition, the price war has also become one of the potential challenges.

"Due to the strong homogeneity of cheese rods in each brand, consumers believe that the replacement of cheese sticks is high. Beginning in 2020, the cheese rod market has set off a wave of price wars, and Miao Kelan is forced to join in the torrent." Pu Yin International also mentioned in the research report in August this year that the price war may be able to lower the profit level of cheese companies.

At the same time, Miao Kelan's income growth is still inseparable from a large number of marketing investment.

From 2019 to 2021, Miao Kelan's sales costs were 359 million yuan, 711 million yuan, and 1.159 billion yuan, respectively. The corresponding revenue during the same period was 1.744 billion yuan, 2.847 billion yuan, and 4.478 billion yuan.The proportion of 20.60 %, 24.96 %, and 25.87 %, respectively, and showing a rising trend year by year.Regarding the increase in sales costs, Miao Ke Lamado mentioned, "mainly because the cheese business is in the rapid growth period, the company's channel investment and brand building have led to an increase in advertising promotion costs, and the increase in sales staff will increase the salary of employees."

However, the data worthy of attention is that Miao Kelan Duo's revenue growth rates in the first to fourth quarter of 2021 were 140.58%, 90.80%, 67.58%, and 57.31%. In contrast, revenue in the first quarter of 2022 increased year -on -year increases increased year -on -year growth.35.24%, the growth rate has slowed down significantly.

Therefore, whether Miao Kelan can continue the high growth of the previous years, the market has also issued a question mark on this.

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