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概要
[Firstcasethisyear!Thiscentralenterprisedecidedtotaketheinitiativetodelistthecashoption40%higherthanthesuspensionprice!】TheShanghaiStockExchangemadeadecisionandagreedtothecompany’svoluntaryterminationapplicationanditwasdelistedonMay21andthecompany’sstockwasterminatedfromlisting(ecompanyofficialmicro)
*ST Hangtong(600677) Todayannouncement, The company intends toshareholderThe resolution method of the conference actively withdraws the trading of stocks on the Shanghai Stock Exchange and applies forSMEsTransfer of share transfer system.
The first case of voluntary delisting occurred in 2015. That year *ST Erzhong (601268) decided to actively delist, causing market shock. The policy basis is the “Several Opinions on Reforming, Improving and Strictly Implementing the Delisting System of Listed Companies” issued by the China Securities Regulatory Commission in 2014.
Critical to the situation*ST HangtongIn terms of this, this is a last resort strategy, take the initiative to withdraw from the market, and retreat to advance.
The company has beenChina Securities Regulatory CommissionFile an investigation. Up to now, the investigation work of the China Securities Regulatory Commission is still in progress.Before and after the current company’s 2019 deductionNet profitAll are negative, and an audit report that cannot express an opinion is issued. If the China Securities Regulatory Commission imposes an administrative penalty, based on its found facts, the company has a negative net profit for three consecutive years from 2016 to 2018. The company will touch the original “Major The company’s stocks will be terminated from listing in the case of major illegal compulsory delisting as stipulated in the Implementation Measures for Illegal Forced Delisting.
The company chooses to voluntarily delist and provides cash options. The exercise price is 4.18 yuan per share, which is higher than the company’sSuspensionFormerSecondary market price40% premium. Investors who bought at the last minute before trading suspension can also be regarded as a relatively generous return.
Active delisting
*ST HangtongIn 2016-2018, retrospective adjustments were made to correct accounting errors. The audited net profit for 2016-2018 was continuously negative. In 2019LossThe company’s stock will be suspended from listing on May 29, 2020.
If *ST Hangtong’s 2020 financial accounting report has a negative value, whichever is lower between net profit and non-net profit, the net assets at the end of the period are negative,Operating incomeIf the value is less than 10 million yuan or the audit report issued by an accounting firm with a qualified opinion, an inability to express an opinion, or a negative opinion, etc., and it does not meet the requirements for listing resumption, the Shanghai Stock Exchange will decide whether to terminate the company’s stock listing.
*ST Hangtong stated that in recent years, due to the influence of its subsidiary Wisdom Haipai Technology Co., Ltd., the company’s operations have been severely difficult.PerformanceContinued to deteriorate.After the crisis broke out, the company’s management focused on solving the financial crisis and tried to keep the companyindustryThe basic operation of the company will save itself by disposing of assets and optimizing the personnel structure. It will be clear in the futureIndustrial DevelopmentDirection, implement the reform plan, optimize the company’s resource allocation, improve the quality of operation, increase the intensity of the disposal of inefficient and invalid assets, and improve the quality of assets.At the same time, actively seek support from the controlling shareholder Aerospace Science and Industry and other important stakeholders to adjustIndustrial structure, Expand development space and deepen business collaboration.
On January 6, *ST Hangtong received the “Letter on Approving the Active Delisting of Aerospace Communication and Provision of Cash Option” from the controlling shareholder China Aerospace Science and Industry Corporation. Aerospace Science and Industry agreed toGeneral meeting of shareholdersThe resolution method actively terminates listing and provides cash options.
Excluding the shares held by Aerospace Science and Industry and the company shares held byRestricted sharesFor the shares held by the shareholders of China, Aerospace Science & Industry Co., Ltd. shall provide cash options for no more than 354 million shares during the cash option declaration period. In theory, it needs to provide up to 1.48 billion yuan in cash.
At present, Zou Yonghang, the original principal of Wisdom Haipai Technology, has been suspected by the People’s Procuratorate of Nanchang Economic and Technological Development ZonecontractThe arrest was approved for the crime of fraud, and the investigation work of the public security organ is still in progress. *ST Hangtong expressed that it strives to initiate relevant judicial procedures as soon as possible, adopt measures such as property preservation, and pursue the illegal liabilities of the party that promises the performance of Smart Shanghai, and recover the company’s losses as much as possible.
The announcement shows that, as the company’s controlling shareholder, Aerospace Science and Industry has given the company great support and assistance in business collaboration, corporate reform, and talent assistance.In the follow-up, combined with the process of aerospace communications reform and relief, when conditions are met, Aerospace Science and Industry will promote resources related to the main business of aerospace communications in a timely mannerReorganizationAnd integration to further enhance the company’s ability to continue operating. There is currently no major asset reorganization planned.
Active delisting can avoid the impact of stock price fluctuations on small and medium shareholders during the delisting consolidation period. On the other hand, it can avoid a series of tedious delisting procedures, and there are policies to follow for resuming listing in the future.
According to the current policy, the re-listing on the Main Board must have “net profit in the last three fiscal yearsRMB30 million yuan, net profit is calculated based on the lower before and after deduction of non-recurring gains and losses”.
The Securities Regulatory Commission’s “Several Opinions on Reforming, Improving and Strictly Implementing the Delisting System of Listed Companies (Amended on July 27, 2018)” stipulates that “listed companies with the possibility of compulsory delisting shall implement voluntary delisting before they hit the mandatory delisting indicators. , After eliminating the circumstances that may lead to forced delisting, you can reapply for listing.”
As a central military enterprise, it is in a risk of forced delisting. The direct cause is the acquisition of Smart Shanghai at the end of 2015. This company has a similar business to Foxconn and does mobile phone contract manufacturing.
It seems that Smart Shanghai’s performance is good. After being included in *ST Hangtong’s consolidated statement in 2016, it achieved net profits of 329 million yuan, 356 million yuan and 403 million yuan in 2016-2018, respectively. But these profits are false.
Since 2019, Wisdom Shanghai has successively exposed large amounts of overdue accounts receivable,bankAccording to the announcement, Wisdom Shanghai’s previous performance was falsified on a large scale. From 2016 to 2018, the revenue was inflated by 2.13 billion yuan, 2.37 billion yuan, and 2.81 billion yuan, and the total profit was inflated by 720 million yuan and 1.044 billion yuan respectively. , 2.853 billion yuan.
As a result, after retrospective adjustment, *ST Hangtong suffered a large loss for three consecutive years from 2016 to 2018.
On January 22 last year, ST Hangtong was issued with other risk warnings, and *ST Hangtong was suspended on the day the annual report was disclosed on April 30.
First case
The first delisting of shares occurred in 2015. *ST Erzhong (601268) disclosed that SINOMACH plans to implement voluntary delisting through a comprehensive tender offer.
*ST Erzhong was listed on the Shanghai Stock Exchange on February 2, 2010. Due to three consecutive years of losses from 2011 to 2013, the company’s stock was suspended from listing on May 26, 2014. On January 30, 2015, the company announced a loss of 7.8 billion yuan in 2014, and delisting is inevitable.
The tender offer price is 2.59 yuan per share, which is a premium over the market reference price, and the premium is 10.21%. However, the investors were not satisfied. After the tender offer ended, the target was not reached, and the comprehensive tender offer failed to delist.
On April 23 of that year, *ST Erzhong held a general meeting of shareholders. With the approval rate of 99.54% of all shareholders attending the meeting and 77.02% of small and medium shareholders, the “Proposal on Actively Terminating the Listing of the Company’s Shares by the General Meeting of Shareholders” was reviewed and passed. The protection mechanism for dissenting shareholders and other shareholders was initiated, and SINOMACH provided all shareholders including dissenting shareholders with cash options at an exercise price of RMB 2.59 per share. During the reporting period, the number of valid declarations was 37.389 million shares.
On May 15th of the same year, the Shanghai Stock Exchange made a decision to approve the company’s voluntary termination of listing application, and it was delisted on May 21 and the company’s shares were terminated from listing.
After the delisting, *ST Erzhong was listed on the two networks of the National Small and Medium Share Transfer System and the delisting company section. The stocks were abbreviated as “Erzhong 5” and “China Heavy Equipment 5”, and the stock code was 400062.
In 2020, after 5 years, the company resumed its listing. The opening price was the closing price of 3.32 yuan per share on the last trading day of the stock swap market. The stock price soared by 188%, the market value increased by 10 times, and 48,200 shareholders enjoyed the It is a huge benefit for the stock transfer center to cross over to the main board of the Shanghai Stock Exchange.
After relistingST Country HeavyIt will be the first stock to apply the new trading mechanism of the Shanghai Stock Exchange.
Although it is to resume listing,ST Country HeavyIt is very different from the original *ST Duo.
First of all, the name and code are different. After the resumption of listing, the full name of the formula was changed to “SINOMACH Heavy Equipment Group Co., Ltd.”. The relationship with the Erzhong Group is no longer significant, and the company code is also changed from the original 601268 to 601399.
More importantly, the company’s share capital and shareholders have changed a lot, and assets have also increased a lot.
At the time of delisting, Erzhong Group was the major shareholder, holding more than 70% of the shares. After the relisting, Erzhong Group only had 9.13% of the shares, and most of its shares were transferred to China National Machinery Industry Corporation. Known as the major shareholder, holding 46.79% of the equity.
Before the delisting, most of the top ten shareholders were natural persons. At present, most of the top ten shareholders are branches of financial institutions in Sichuan.
In addition, at the time of delisting, the company’s total share capital was 2.293 billion shares, and now it has resumed listing, with total share capital reaching 7.268 billion shares. It has more than tripled.One of the important reasons is that during the delisting period, assets were acquired and targetedAdditional issuanceintroducedNew crotcheast.
In March 2018, the company acquired 100% of the shares of China Heavy Machinery and 82.83% of the assets of the heavy equipment sector of the controlling shareholder SINOMACH by issuing shares to purchase assets, and completed a major asset reorganization. Changed its name to SINOMACH Heavy Equipment.At the end of the year, in 2018, the company implemented targeted issuance and introducedDongfang Electric, Three Gorges Holdings, China General Nuclear Power Holdings, Guoxin Assets, structural adjustmentfundThere are 5 strategic investors and 23 financial institutions holding shares. This is also the direct cause of the huge increase in market value.
They are also central enterprises, and *ST Second Heavy relies on major shareholders to inject assets to achieve performance nirvana. I don’t know if *ST Hangtong can repeat the legend.
(Source: e company official micro)
(Editor in charge: DF064)
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