For four consecutive years has been posted 'non-standard' label Xoceco, the third time in three major asset restructuring plan, was the Shanghai Stock Exchange inquiry.
According to the calculation of the Yangtze River Commercial Daily reporter roughly, 2006 - 2016 ten years, Xoceco has accumulated a total loss of 2.33 billion, the company had four restructuring and restructuring failed.
In response, the Yangtze River Daily reporter called Xiamen Overseas Chinese Electronics and sent an interview letter, the company securities department official said the company is currently preparing a reply to the Shanghai Stock Exchange, inconvenient to disclose relevant information, please pay attention to follow-up notice issued by the company.
Restructuring plans were SSE inquiry
On December 29, 2017, Xiamen Overseas Chinese Electronics Co., Ltd. released a major asset reorganization plan, which proposed to acquire 61.67% equity of Fujian Fuguang Co., Ltd. (hereinafter referred to as 'Fuguang Shares') for 1.603 billion yuan. On the evening of January 16, Said it received a letter of inquiry from the SSE on the restructuring.
Shanghai Stock Exchange first concerned about Xiamen Overseas Chinese Electronics in the reorganization of the sudden change of independent financial advisers.On January 8, 2018, Xoceco electronic disclosure announcement that it intends to terminate the relationship with the financial services and the dissolution of the relationship between the agreement and the dissolution of the proposed West Huaxi Securities for the restructuring of independent financial advisers.
According to the plan disclosure, the transaction intends to acquire 61.67% equity of Fuguang by way of issuing shares and paying cash. Without consideration of the impact of the offering, Wang Chunfang, Wang Lingling and other concerted actors after the completion of the transaction held a total shareholding of 19.89% The company's largest shareholder.
Shenzhen Stock Exchange pointed out that the counterparties to invest in the financial, poly Cheng investment, public investment constitute a concerted action relationship, after the completion of the transaction it will hold a 13.96% stake in the company, becoming the second largest shareholder, and the largest shareholder of the shares The proportion of closer, whether it may lead to instability in the company control.
In addition, in March 2017, the underlying asset of Fuguang Co., Ltd. planned to list and IPO the shares for the first time and hold a general meeting of shareholders to consider the initial listing of the proposed IPO in April 2017. The Shenzhen Stock Exchange challenged the potential legal dispute over the transaction.
Shenzhen Stock Exchange also noted that the transaction Xoceco proposed to control the actual company Wang Chunfang Yingtan contemporary supporting funds raised 640 million yuan for the payment of the transaction cash consideration and related taxes, if not fully raised, the listed company to Self-financing to pay.And as of June 30, 2017, the total assets of listed companies is only 54424600 yuan.Shanghai Exchange said that if not fully raised, please indicate the company to self-funded funds sources and feasibility, And suggested that may not be able to complete the cash acquisition risk.
Regarding the industry information and profitability of underlying assets, Shenzhen Stock Exchange pointed out that Xoceco did not disclose the industry overview, operation and profit model, major products, financial status, research and development status, assets composition, etc. of the underlying companies. , The underlying asset business and listed companies currently the main electronic products trading business and supply chain trade business are quite different.
It is noteworthy that, Fuguang 100% stake in the assessment of the base date of the estimated value of 2.6 billion yuan, the value-added rate was 315.56%, the two parties also signed a performance agreement on gambling. Performance commitments Fang Rong investment, poly Cheng investment, public Sheng investment, investment in Swiss listed company promises to the listed company, the subject of the company from 2017 to 2020 four years after deducting non-net profit totaling not less than 638 million yuan.
However, according to the disclosure of plans, the revenue of the subject company in 2016 has a larger increase than that in 2015, but the net profit decreased slightly. The non-after-tax net profit of the subject company from 2015 to the first half of 2017 was 69.9 million yuan and 68.28 million respectively Yuan, 31.83 million yuan.
The SSE asked the company to analyze the performance rationality and feasibility of the performance commitment according to the industry trends, business operations, orders in hand, profitability and so on of the underlying company.
Real control of the pledge rate of nearly 100%
December 29, 2017 announcement of the restructuring plan shows that as of the signing date of this plan, the actual controller of Chun Wah Electronics Wang Chunfang, Wang Lingling control of the number of shares of listed companies to 132634942 shares, of which 13,263,896 shares have been pledged equity interest rates p 100%.
The Company suggests that Wang Chunfang and Wang Lingling may not be able to repay the collateral in time or repay the aforesaid funds if the stock price continues to drop and touch the cordon and the liquidation line stipulated in the pledge agreement. The stocks of listed companies controlled by Wang Chunfang and Wang Lingling may be disposed of As a result, Wang Chunfang and Wang Lingling jointly control the decrease in the proportion of equity of listed companies and the risk of change of control over listed companies may occur.
Cheung Kong Commercial Daily reporter noted that Xiamen Overseas Chinese Electronic since the suspension on July 21 last year has not yet resumed trading before the suspension of the company closed at 7.54 yuan / share, compared with June 2016 the highest price of 13.16 yuan / share, the stock price shrunk a year More than 4 percent.
In addition, as of November 16 last year, Ganzhou Xin domain and its acting person Wang Lingling, Beijing Johnson Chang, Wang Chunfang held a total of 132634942 shares of the company, accounting for 25.35% of the total shares of the company, the cumulative pledged shares of 132634896 shares, the total number of shares of the company Of 25.35%.
As of November 29 last year, shareholders holding more than 5% of Jiaxing Rongren pledged a total of 72.416 million shares pledged, accounting for 13.84% of the total shares of the company.
As of November 30 last year, the company's fourth-largest shareholder Beijing Johnson Johnson pledged a total of 2610 shares, accounting for 4.99% of the total shares of the company.
Cheung Kong Commercial Daily reporter incomplete statistics, Xoceco so far pledged shares of about 40% of the company's total share capital.
Reorganization failed four times in three years
In fact, this is the first time since 2015, Xiamen Overseas Chinese Electronics Co., Ltd. plans a major reorganization of assets.
In March 2015, Xoceco intends to acquire a 100% stake in Hupengyun, and as Huofu Cloud can not complete the re-filing of its 'Internet Cultural Business License' within the agreed time limit, Xoceco subsequently selected Aizai Network as the target of the reorganization, However, due to the fundamental differences between the two sides in the valuation of the price and so on.
In March 2016, Xiamen Overseas Chinese Electronics Co., Ltd. suspended the planning and reorganization and planned to acquire 100% of the equity of Mingling Goods for 1.8 billion yuan to take the opportunity to achieve the transformation of the main business. However, due to the change of market environment and the transformation of the business model of the underlying company, The same failed.
On Nov. 17 last year, Xoceco Electronics announced that it intends to transfer 100% of the shares of Shanghai Tiandao Investment Co., Ltd. ("Shanghai Tianda") to Xiamen Jinke Co., Ltd., which has just been established for four months, at a price of 25 million yuan Win equity investment partnership (limited partnership) (referred to as 'Golden Branch win-win'), is expected to be listed companies to achieve pre-tax profit of about 14 million yuan.
This is undoubtedly a 'timely rain' for Xoceco Electronics, which has accumulated over one hundred million yuan in losses in 2016 and the first three quarters of 2017.
However, after 10 days, Xoceco received a termination letter of mutual benefit from the Gold Division. In view of the significant changes in the external environment and the subsequent major uncertainties, Golden Win announced the lifting of the Equity Transfer Agreement. In view of the foregoing, Xoceco immediately held a board meeting , Withdraw the motion to sell the subsidiary.
A number of executives within one year have resigned
Xiamen Overseas Chinese Electronics Co., Ltd. was a professional manufacturer of color TV sets for nearly 23 years and the company was repeatedly starved to wear a cap due to a loss.
After the spin-off of its existing assets was completed in 2014, Xiamen Overseas Chinese Electronics Co., Ltd. completely terminated its color TV business and began to trade in electronic products. However, it failed to reverse its performance decline.
Cheung Kong Commercial Daily reporter found that the company's annual report found that Xiamen Overseas Chinese Electronics has been in a huge loss or meager profit status, profitability is very unstable. 2006 - 2016 ten years, the company accumulated over 23.3 billion yuan loss.
In addition, for the fifth consecutive year in 2007-2011, Xoceco's asset-liability ratio surpassed 100%, of which 179% in 2008, which is a serious insolvency. In 2014, Xoceco increased its issuance of 960 million yuan, Will be 90.24%.
As of September 30 last year, Xiamen Overseas Electronic assets and liabilities ratio is still 83.19%, total assets of 52,292,600 yuan, carrying currency funds 25,722,100 yuan.
It is worth mentioning that, Xiamen Overseas Electronic Co., Ltd. in 2017 a total of several executives resigned one after another, including the chairman, director, independent director, secretarial, general manager and others, and a month before the suspension, Lingling resigned Chairman of the board, followed by Wang Chunfang was elected chairman and became corporate legal person.