#以书之名#
One is, Wego Orthopedics, and the other is, SF Holdings.
According to the suspension announcement, Henderson Daxin is negotiating with two potential targets.
According to Sohu Finance and Economics, from the perspective of valuation volume, SF Express is 43.3 billion yuan VS Weigao Orthopedics is 6 billion yuan
Henderson Daxin prefers the larger former, but the agreement with Weigao Orthopedics was first, and finally gave up the cooperation with SF.
In February 2016, Henderson Daxin reached an agreement with Weigao Orthopedics and issued a major restructuring announcement, starting a two-year suspension and reorganization.
In June 2016, Henderson Daxin issued a draft of major asset replacement, intending to replace all its assets and liabilities as consideration for 100% equity of Weigao Orthopedics
Since the total assets to be placed are 6.06 billion yuan, accounting for more than 100% of the total assets of the listed company, it constitutes a backdoor listing.
The specific transaction process is divided into four steps:
The first step is asset replacement - Henderson Daxin plans to replace all assets and liabilities with the median part of 81% of the shares of Weigao Orthopedics, of which the valuation of 100% of the equity of Weigao Orthopedics is 6.06 billion yuan, and the appraised value-added rate is 807.55%.
The second step is to issue shares - the difference between the above major asset replacement will be purchased by Henderson Daxin from Weigao shares and Alltrade in the form of non-public issuance of shares;
The third step, the transfer of old shares - Weigao shares will hold 100% of the shares of Weigao Logistics at a price of 1.419 billion yuan, and acquire the 70.3 million old shares held by Shiyou Chemical, the controlling shareholder of the listed company.
The fourth step, supporting financing - Henderson Daxin intends to issue additional shares to Weigao shares and domestic natural persons, raising no more than 1.2 billion yuan of supporting funds, with an issue price of 10.09 yuan per share and no more than 118,929,633 shares issued.
After the completion of this transaction, Henderson Daxin holds 100% of the shares of Weigao Orthopedics, and Weigao will become the controlling shareholder of the listed company, with a shareholding ratio of 53.61%, and the actual controller will be changed to Chen Xueli.
At the same time, Weigao Orthopedics promised to deduct the net profit of not less than 307.8289 million yuan, 374.1977 million yuan and 469.0316 million yuan respectively.
A few months after the plan was announced, on September 9, 2016, the strictest new regulations on backdoor transactions in history were released, including the inability of backdoor listed companies to participate in supporting financing and the extension of the share lock-up period
Article 13 (1) The total amount of assets purchased accounts for more than 100% of the total assets at the end of the audited consolidated financial accounting report of the fiscal year preceding the change of control of the listed company
Article 44 Where a listed company issues shares to purchase assets, it may raise part of the supporting funds at the same time, except for the transaction circumstances specified in the first paragraph of Article 13 of these Measures, and its pricing method shall be handled in accordance with the relevant provisions in force
The revised Restructuring Measures have higher requirements for shell companies.
The purpose of most backdoor companies is the financing ability of listed companies, but after the cancellation of supporting financing, the financing ability declines, and the requirements for the company's own financial strength are higher.
As a result, the willingness of shell companies to sell shells has decreased, and the enthusiasm of shell buyers to go public has also cooled.
Why was such an adjustment made at the time?
I don't know the follow-up, and listen to the next breakdown
It does not constitute any investment advice, the stock market is risky, and you need to be cautious when entering the market