Chen Lixiang, a reporter from the Securities Times.
With the verdict of Ma Xingtian and others on a number of illegal and criminal facts, * ST Kangmei's restructuring plan called for her to come out shyly: first, the capital reserve turned to increase equity, and then through the introduction of investors, stock debt and other ways to solve the debt problem.
The fake white horse with a market value of more than 10 billion yuan and a market capitalization of more than 100 billion yuan, * ST Camry's restructuring plan can be regarded as a textbook level. the court approved the restructuring plan, which means that Camry has entered the implementation stage, and the claims of more than 50, 000 investors have officially embarked on the settlement journey. The implementation period is from now until April 30, 2022.
10 to 18 shares for debt
On the evening of November 26th, * ST Kangmei announced that Jieyang City Intermediate people's Court approved the reorganization Plan of Kangmei Pharmaceutical Co., Ltd. on November 26th and terminated its reorganization process. Since the court accepted Camry's bankruptcy restructuring in June, the restructuring plan has lasted nearly half a year.
After the court ruled to approve the reorganization plan, * ST Camry entered the implementation stage. The company is responsible for implementation and the manager is responsible for supervision. According to the reorganization plan, * ST Kangmei will remain a listed company if it can successfully implement the restructuring, and the company's legal person qualification, enterprise nature and securities market subject qualification will remain unchanged. Boosted by the news, * ST Camry shares rose in a straight line after 02:30 on November 26th, rising directly from the green market to the red market, and finally closed up 0.21%.
Since August this year, * ST Camry has risen significantly, with a cumulative increase of about 65 per cent. * the latest market capitalization of ST Camry is 24 billion yuan, with a total share capital of 4.974 billion shares. According to the restructuring plan, after excluding the 34.97 million shares that employee equity incentives need to buy back and write off, the remaining 4.939 billion shares will be converted into shares in the capital provident fund at the rate of 18 shares for every 10 shares. Upon completion of the increase, the total share capital of * ST Camry will increase to 13.864 billion shares. Of these, 1.266 billion shares will be used to solve the problem of capital occupation, and 1.113 billion shares will be allocated to minority shareholders. 3.631 billion shares will be used to pay off Camry's debts in the form of shares.
In addition, 2.879 billion shares are conditionally transferred by restructuring investors. The cash consideration paid by the restructuring investor as one of the conditions of the transferred shares shall be specially used to pay restructuring expenses, pay off debts and supplement the working capital of the company in accordance with the reorganization plan. If calculated on the basis of * ST's latest closing price of 4.83 yuan per share, it will be 1.725 yuan per share after 10 shares converted to 18 shares. In the above-mentioned restructuring plan, the consideration for paying debts with shares is 6.263 billion yuan.
According to the restructuring plan, a total of 4.145 billion shares were conditionally transferred by restructuring investors, accounting for 29.9% of the total share capital of Kangmei Pharmaceutical after the restructuring, with a consideration of about 7.15 billion yuan. According to the reorganization plan, the transaction consideration was finally set at 6.5 billion yuan.
The debt of 23.3 billion yuan is paid off step by step.
* ST Camry is insolvent. The latest evaluation results show that if calculated according to the market price, the market value of the company is 22.4 billion yuan; if estimated according to the liquidation value, the liquidation value is 10.86 billion yuan. Its assets mainly include other receivables, accounts receivable, long-term equity investment and so on.
As of November 11, a total of 1218 creditors confirmed claims to be repaid by Camry, totaling 23.271 billion yuan. Among them, there are 5 creditor's rights guaranteed by property, with an amount of 4.23 billion yuan. According to the reorganization plan, these secured claims can be repaid first according to the assessed value of the secured property, or they can dispose of the secured property to give priority to the realized income. There are 1214 ordinary claims with an amount of 18.99 billion yuan. These ordinary creditor's rights are based on creditors, and the part of each creditor's ordinary creditor's rights of less than 500000 yuan (including 500000 yuan) shall be paid off by Kangmei in cash within the implementation period of the reorganization plan. The creditor's rights of more than 500000 yuan will be paid off in the following ways: each ordinary creditor will receive about 8.829 shares (the debt repayment price of the shares is 10 yuan per share), about 7.29 yuan in cash and 4.42 shares of trust beneficial rights. In addition, as of the date of reorganization and acceptance, the amount of claims of Kangmei Pharmaceutical employees is 847000 yuan, involving four creditors. There are also 1.728 million yuan of employee claims involving labor arbitration, which will be determined according to the arbitration results after the arbitration award is made and comes into force. The employee's creditor's rights and tax claims shall be paid off in full in a lump sum in the form of cash within the time limit for the implementation of the reorganization plan.
According to the above plan, Camry's debt is basically arranged, but it does not mean that every creditor will be compensated according to the plan. In accordance with the order of liquidation stipulated in the Enterprise bankruptcy Law, the income from the realization of secured property will be given priority to the repayment of creditor's rights secured by property, and the income from the realization of remaining assets shall be paid after the bankruptcy expenses, common debt, employee's creditor's rights and tax claims have been paid, before it comes to the ordinary creditor's rights. According to the assessment of the reformer, Kangmei's ordinary debt settlement rate is 21.93%. In other words, the 18.99 billion yuan involved by the above 1214 common stock creditors is only expected to be repaid by about 20% in the end. Moreover, there is still a lot of uncertainty about this ratio, and the actual liquidation rate may be lower than this ratio.
Prior to this, the Guangzhou Intermediate people's Court issued a first-instance judgment on the country's first securities class action case, ordering * ST Kangmei to compensate securities investors for losses of 2.459 billion yuan, involving more than 50, 000 investors, for infringement of false statements such as annual reports. This part of the compensation will be reserved according to the debt amount of 2.459 billion yuan according to the reorganization plan.
Investors need to pay 6.5 billion yuan for restructuring.
After the reorganization plan was approved, Kangmei Pharmaceutical said that it would take restructuring as an opportunity to introduce restructuring investors who have obvious advantages in enterprise management and resource support through the restructuring process, so as to fundamentally improve the production and operation of Kangmei Pharmaceutical Co., Ltd., achieve efficient and orderly operation, maintain and further enhance the competitiveness of Kangmei Pharmaceutical Company, and make Kangmei Pharmaceutical a listed company with sound operation, standardized operation and excellent performance.
Specific measures include retaining and focusing on Kangmei's main business with traditional Chinese medicine slices as the core, through restructuring the business resource support of investors, injecting liquidity, strengthening internal control, reducing costs, improving the incentive and restraint mechanism, and so on. At present, the person who submitted the "restructuring investment plan" to the restructuring manager of Kangmei is Shennong, which is involved in the investment of Guangzhou Pharmaceutical Group. In addition to Guangzhou Pharmaceutical Group, Shennong's shareholders also include Guangzhou Shennong traditional Chinese Medicine Development Co., Ltd., Guangdong Yuecai Industrial Investment Fund Partnership (limited partnership), Guangdong Hengjian Asset Management Co., Ltd., Jieyang Jinye Development Co., Ltd., and so on.
If Shennong is identified as the restructuring investor of Kangmei, according to the restructuring plan, it will transfer 4.145 billion shares of Kangmei and pay the total transfer price of 6.5 billion yuan. Part of the funds raised will be used to solve the problem of occupying 6 billion yuan of funds, support listed companies to do a good job in the continuous operation of their original main business, implement industrial optimization and upgrading plans, and inject liquidity into subordinate companies. Part of the funds shall be used to pay off the debts that should be paid off in cash under the reorganization plan, including the debts that should be paid off in cash in the ordinary creditor's rights and the expenses required for the implementation of the reorganization plan.