China Economic Net, Beijing, November 22nd. Yesterday, the 62nd meeting of the China Securities Regulatory Commission's Listed Companies M & A and Reorganization Review Committee was held in 2019. China Shipbuilding Technology Co., Ltd. ("China Shipbuilding Technology", 600072.SH) issued shares to purchase assets. Passed.
The review opinion of the M & A and Reorganization Committee is that there is significant uncertainty in the future sustainable profitability of the underlying assets, which does not comply with the relevant provisions of Article 43 of the Measures for the Management of Major Assets Reorganization of Listed Companies.
On November 8, CSSC Technology issued a report on the issue of shares to purchase assets and raise supporting funds and related party transactions (revised draft). According to the report, CSSC intends to purchase shares of China Sea Shipbuilding Industry Corporation Limited (“Shipbuilding Group”) and CSSC Electronics Technology Co., Ltd. (“Shipbuilding Electronics”) jointly by issuing shares. 100% equity of the group. Of which: CSSC Technology intends to issue shares to CSSC to purchase 41.65% of the shares of Haiying Group it holds, with a share payment consideration of 879 million yuan and 118 million shares issued; it intends to issue shares to CSSC Electronics to purchase its holdings Haiying Group has 58.35% equity, the share payment consideration is 1.231 billion yuan, the number of issued shares is 166 million shares, and the total consideration is 2.110 billion yuan. After the completion of the transaction, Haiying Group will become a wholly-owned subsidiary of the listed company.
After the parties to the transaction negotiated, the issue price of the asset purchase for the current issue of shares was 90% of the average stock transaction price of 120 trading days before the pricing reference date, which was 7.44 yuan per share. On May 20, 2019, the company's 2018 annual shareholders' meeting reviewed and approved the "Proposal for the 2018 Profit Distribution Plan of CSSC Technology Co., Ltd.". The profit distribution is based on the company's total share capital of 736 million shares before the implementation of the plan. A cash dividend of 0.2 yuan (including tax) will be distributed for every 10 shares. On June 28, 2019, the implementation of the above profit distribution plan was completed. After adjusting according to the aforementioned price adjustment method, the issue price involved in the purchase of assets by issuing shares in this transaction was adjusted to RMB 7.42 per share.
According to the transaction report, the company plans to raise matching funds from non-public issuance of shares by no more than 10 specific investors. The number of issued shares does not exceed 20% of the company's total share capital before the issue, which is 147 million shares. The total amount of matching funds raised does not exceed 1.121 billion. RMB, which does not exceed 100% of the transaction price of the assets purchased by issuing shares in this transaction.
The funds raised this time, after deducting intermediary agency fees and other related expenses, will be used to invest in the construction of the project of the target company and to supplement the working capital of the listed company and the target company. Among them, 389 million yuan was used for the "Smart Ocean-Underwater Detection Equipment Industrialization Civil-Military Integration Construction Project", 173 million yuan was used for the "Project for the Construction of Supporting Conditions for Intelligent Load Development of Marine Unmanned Systems", and 53.76 million yuan was used for "Marine "Environmental detection equipment research and development and industrialization project", 8.60 million yuan for "focused ultrasound treatment system industrialization project", 48.715 million yuan for "intelligent ultrasound diagnosis system industrialization project", raised funds for total project investment 673 million yuan. In addition, the raised funds were used to supplement the working capital of listed companies and target companies, pay intermediaries and other related expenses for a total of 448 million yuan.
This transaction constitutes a major asset reorganization, does not constitute a reorganization listing, and constitutes a connected transaction. The counterparties of this restructuring are CSSC and CSSC. Among them, CSSC is the controlling shareholder of a listed company and CSSC is a legal person controlled by CSSC.
According to the "Asset Evaluation Report" issued by Dongzhou and filed by the State-owned Assets Supervision and Administration Commission of the State Council, with March 31, 2019 as the evaluation base date, the book value of the 100% equity of Haiying Group is 1.617 billion yuan and the evaluation value is 2.110 billion yuan Yuan, the appreciation rate was 30.55%. The transaction price of 100% equity of Haiying Group, the underlying asset of the transaction, was valued at 2.110 billion yuan.
From 2017 to January-September 2019, Haiying Group achieved operating income of 468 million yuan, 529 million yuan and 313 million yuan, respectively, and realized net profit attributable to owners of the parent company of 185 million yuan, 103 million yuan, and 92.745 million yuan. After deducting non-recurring gains and losses, the net profit attributable to the owner of the parent company was 11.5597 million yuan, 22.509 million yuan and 36.497 million yuan, and the liabilities were 973 million yuan, 951 million yuan, and 786 million yuan.
The object of the profit compensation in this reorganization is the three wholly-owned or holding companies of Haiying Group, which are evaluated by the income method, specifically 100% equity of Haiying Engineering Equipment, 95% equity of Haiying Jiake, and 100% of Haiying International Trade. Equity. The profit compensation period is the year when the transaction is completed and the two subsequent fiscal years. The profit compensation obligor promises that from 2019 to 2022, in each fiscal year during the profit compensation period, the annual net profit corresponding to the underlying asset of the performance commitment (the net profit is attributed to the parent company after deducting non-recurring profits and losses) The net profit of the company shall be used as the basis for calculation, and shall be deducted from the company ’s additional investment after the completion of the reorganization and the financial costs saved by the company, and the total amount shall not be less than 17.1593 million yuan, 31.401 million yuan and 40.938 million Ten thousand yuan, 48.390 million yuan.
CITIC Securities, as the independent financial adviser of the transaction, stated that the restructuring is conducive to improving the quality of assets of CSSC Technology, improving the financial status of CSSC Technology, and enhancing the sustainable profitability of CSSC Technology. The restructuring is beneficial to CSSC Technology. Sustained development without the problem of damaging the legitimate rights and interests of shareholders.
The Securities and Exchange Commission merger and reorganization committee rejected the acquisition on the basis of Article 43 of the "Measures for the Management of Major Assets Reorganization of Listed Companies", which stipulates that listed companies that issue shares to purchase assets shall meet the following requirements:
(1) Fully explain and disclose that the transaction is conducive to improving the asset quality of listed companies, improving financial conditions and enhancing sustainable profitability, and is conducive for listed companies to reduce related-party transactions, avoid peer competition, and enhance independence;
(2) In the most recent year and period of a listed company's financial accounting report, an unqualified audit report was issued by a certified public accountant; an audit report issued with a qualified opinion, a negative opinion, or an opinion that cannot be expressed must be confirmed by a special verification of the certified public accountant. The reservation The significant impact of the opinions, negative opinions, or failure to express the opinions involved has been eliminated or will be eliminated through this transaction;
(3) There is no case where the listed company and its current directors and senior managers are being investigated by the judicial authorities for suspected crimes or being investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, but the suspected crimes or violations of laws and regulations have been terminated. 3 years, the transaction plan helps to eliminate the possible adverse consequences of this behavior, except that it does not affect the accountability of the relevant actors;
(4) Fully explain and disclose that the assets purchased by the listed company when it issues shares is a business asset with clear ownership, and can complete the ownership transfer formalities within the agreed period;
In order to promote the integration, transformation and upgrading of the industry, a listed company may issue shares to purchase assets to specific objects other than the controlling shareholder, the actual controller, or its controlled affiliates without changing its control. If the purchased assets do not have significant synergies with the existing main business, the business development strategy and business management model after the transaction shall be fully explained and disclosed, as well as the risks and countermeasures that the business transformation and upgrading may face.
After a specific object subscribes for non-publicly issued shares of a listed company with cash or assets, if the listed company purchases assets from the specific object with the funds raised in the same non-public offering, it is deemed that the listed company issues shares to purchase assets.
On October 25 this year, according to the SASAC news, after approval by the State Council, China Shipbuilding Corporation and China Shipbuilding Industry Corporation (hereinafter referred to as "China Shipbuilding Industry") implemented a joint reorganization and newly established China Shipbuilding Corporation.(Responsible editor: admin)