Letong shares fall by the limit: the reorganization has not been approved by the China Securities Regulatory Commission, and it is a Kyushu securities project

time:2022-12-09 21:30:17source:chakarski.com author:Technology stocks
Letong shares fall by the limit: the reorganization has not been approved by the China Securities Regulatory Commission, and it is a Kyushu securities project

Source: China Economic Net China Economic Net Beijing, September 19. Today, Letong (002319.SZ) resumed trading, and the stock price opened at a limit of 15.54 yuan. As of press time, Letong shares reported 15.54 yuan, a decrease of 9.97%. On September 17, Letong Co., Ltd. issued an announcement stating that the China Securities Regulatory Commission’s Listed Company M&A and Restructuring Review Committee (referred to as the “M&A and Restructuring Committee”) held the 15th M&A and Restructuring Committee Working Meeting in 2022 on September 16, 2022 to review the company. Issued shares and paid cash to purchase 100% of the equity of Zhejiang Qichen Technology Co., Ltd., and purchased 45% of the equity of Hunan Nuclear Sanli Technology Engineering Co., Ltd. and raised supporting funds and related transactions. According to the review results of the meeting, the transaction was not approved. According to the website of the China Securities Regulatory Commission, the review opinion of the 15th meeting of the M&A and Restructuring Committee in 2022 is: the applicant has not fully explained and disclosed the rationality and fairness of the valuation of the subject assets of this transaction. It does not meet the provisions of Article 11 of the Measures for the Administration of Major Asset Restructuring of Listed Companies. On August 23, 2022, Letong Co., Ltd. issued a report (draft) (revised draft) on issuing shares and paying cash to purchase assets and raise supporting funds and related transactions. This major asset restructuring plan includes: (1) Issuing shares and paying cash to purchase assets; (2) Issuing shares to raise supporting funds. Regarding the issuance of shares and the payment of cash to purchase assets, the subject matter of this transaction is 100% of the equity of Zhejiang Qichen and 45% of the equity of Hesanli, of which Zhejiang Qichen is a holding company, except for holding 55% of the equity of Hesanli No other business has been carried out, so the actual target of this transaction is 100% equity of Hesanli. Letong shares plan to purchase 100% equity of Zhejiang Qichen held by 7 natural persons including Dasheng Asset and Guo Hu by issuing shares and paying cash; purchase the nuclear three powers held by 27 natural persons including Nanhua Asset and Ge Yuhua 45% equity. After the completion of this transaction, Letong shares will hold 100% equity of Hesanli in total through direct and indirect holding. Issuing shares and paying cash to purchase 100% equity of Zhejiang Qichen. After appraisal, the appraised value of all the shareholders' equity of Zhejiang Qichen is RMB 282,354,200. Based on the above evaluation results, after friendly negotiation between the parties to the transaction, all parties agreed to refer to the evaluation results to determine the price of 100% shareholder equity of Zhejiang Qichen in this transaction of RMB 253 million. Issuing shares and paying cash to purchase a 45% stake in Hesanli. After appraisal, the appraised value of all the shareholders' equity of Hesanli is RMB 509,843,200. Based on the above evaluation results, after friendly negotiation between the parties to the transaction, all parties agreed to refer to the evaluation results to determine the transaction price of 45% shareholder equity of Sanli at RMB 229.75 million. Regarding the issuance of shares to raise supporting funds, Letong Co., Ltd. plans to issue shares to the controlling shareholder Dasheng Assets to raise supporting funds, and the total amount of funds raised shall not exceed 325 million yuan. The number of non-publicly issued shares involved in the raising of supporting funds shall not exceed 30% of the total share capital of the listed company before this transaction, and the total amount of supporting funds raised shall not exceed 100% of the transaction price corresponding to the purchase of assets by issuing shares in this transaction. %. The supporting funds raised this time will be used to pay the cash consideration for the transaction, repay debts, supplement working capital and pay restructuring costs. Letong said that in this transaction, the appraisal agency used the asset-based method and the income method to evaluate all the shareholders' equity of Hesanli as of October 31, 2020, and finally Hesanli adopted the income method. The asset-based method assessed the entire shareholders' equity of Zhejiang Qichen as of October 31, 2020, and Zhejiang Qichen adopted the assessment result of the asset-based method. Letong Co., Ltd. issued shares and paid cash to acquire 100% equity of Zhejiang Qichen and 45% equity of Hesanli at a transaction price of RMB 482.75 million. According to the calculation, the proportion of the relevant financial indicators and transaction price indicators of the subject of the transaction has reached the major asset restructuring standard stipulated in the "Restructuring Management Measures", and this transaction constitutes a major asset restructuring. Letong shares pointed out that in the past 36 months, the company's controlling shareholder is Dasheng Assets, the actual controller is Zhou Zhenke, and the company's control rights have not changed. At the same time, this transaction will not affect the control rights of the controlling shareholder and actual controller of the company. To sum up, in the 36 months before this transaction, the actual controller and controlling shareholder of the company have not changed, and the relevant indicators of this transaction have not reached the standard of reorganization and listing. Therefore, according to the relevant provisions of the "Restructuring Management Measures", this transaction does not constitute a reorganization and listing. Among the counterparties in this transaction, Dasheng Assets is the controlling shareholder of the company. According to the "Listing Rules", this transaction constitutes a connected transaction. Kyushu Securities is the independent financial advisor for the transaction of Letong Shares, and the project sponsors are Lai Changyuan and Xu Haiping. In addition, in the "Letong Shares Issuance of Shares, Payment of Cash to Purchase Assets and Raising Supporting Funds and Related Party Transactions Report (Draft) (Revised Draft)", Letong Shares announced "the implementation of the rectification and implementation of the previous issues that did not pass the M&A and Restructuring Committee. Situation Description". On December 15, 2021, the M&A and Restructuring Committee of the China Securities Regulatory Commission held the 33rd M&A and Restructuring Committee working meeting in 2021, and reviewed the company's issuance of shares and payment of cash to purchase assets and raise supporting funds. According to the review results of the meeting, the issue of the company's issuance of shares and payment of cash to purchase assets and raise supporting funds has not been approved. On December 23, 2021, Letong Co., Ltd. received the "Decision on Disapproval of Zhuhai Letong Chemical Co., Ltd. to Issue Shares to Purchase Assets and Raise Supporting Funds" issued by the China Securities Regulatory Commission (Zheng Jian Xu Ke [2021] No. 4081) . The M&A Committee believes: "The applicant has not fully disclosed the fairness of the pricing of the underlying assets of this transaction, and has not fully explained that this transaction is conducive to improving the asset quality of listed companies and enhancing sustainable profitability. "Article 11 and Relevant Provisions of 43rd." On January 4, 2022, Letong Co., Ltd. held the 23rd meeting of the fifth board of directors, and reviewed and approved the "On Continuing to Promote Issuing Shares and Paying Cash to Purchase Assets" and the Proposal on Raising Supporting Funds", and decided to continue to advance this transaction. After negotiation and agreement between the two parties, it is planned to further reduce the overall transaction price of the underlying assets by RMB 26.000 million, that is, from RMB 508.75 million to RMB 482.75 million.
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