Events:
On January 5, 2012, * ST Qingqi major asset restructuring was conditionally approved by the SFC.
Comments:
This reorganization is based on the "Major Asset Exchange and share transfer Agreement" signed by Qingqi Company and China Changan and Armament Group on March 3, 2011.
The restructuring agreement stipulates that China Changan will replace its 100% stake in Hunan Tianyan with all the assets and liabilities of Qingqi Company, and the difference in asset replacement will be made up by China Changan in cash.
On the basis of the evaluation on September 30, 2010, the confirmed proposed assets are valued at 588 million yuan, and the proposed assets are valued at 385 million yuan. At the same time, China's Changan bought 305 million shares of Qingqi held by the Armament Group in consideration of the proposed assets acquired.
After the completion of the reorganization, Qingqi's main business will be changed from the design, production and sales of motorcycles to the production, sales and technical development of automotive engine parts such as automotive turbochargers, valves, cooling fans and other valve gears. The company will become a listed company producing automotive engine parts. For Hunan Tianyan Company, it has successfully achieved the company's "backdoor" listing.
In addition to many advantages such as short time span, easy to grasp the window of policy and capital operation, saving time and transaction costs, the reorganization party can also control the listing pricing and value, unlike the IPO listing method, which is not like the listing method of listing by the market. In 2008, the CSRC tried to replace the previous pricing method of "average price for 20 trading days before suspension" with "negotiated pricing" in bankruptcy restructuring listed companies. The way of negotiating pricing can effectively enhance investors' understanding of the restructuring news and effectively curb the irrational speculation of enterprises involved in the market. However, this approach also provides a game space for investors and restructuring parties, that is, the market has the impulse to push up the stock price, and the restructurers have the instinct to seek low-cost restructuring solutions. Of course, this kind of game appears in the ST Qingqi reorganization event without exception.
* as soon as the asset exchange plan of ST Qingqi and Hunan Tianyan Company was announced, the market had doubts about "snake swallowing elephant". Investors believe that Hunan Tianyan's total assets of 385 million yuan are not enough to support Qingqi's nearly 1 billion of its total equity, and once the replacement is successful, the former's net profit will not create higher earnings per share. In doubt, Qingqi and Tianyan asset replacement plan was rejected at the first shareholders' meeting in March 2011. After active communication and explanation between the restructuring party and investors, the original plan was approved by the second shareholders' meeting held in August.
Hunan Tianyan Company listed on the market through the "shell" of Qingqi Company, and from a macro point of view, it realized a superior and inferior retreat of the capital market; from the micro aspect of the parties directly related to restructuring and their respective actual controllers, the parties completed the transaction with complementary advantages. For medium and small investors who have been vetoed once with their feet, the easily "fishy" links such as asset pricing and information disclosure involved in backdoor listing should be more transparent so that the rights and interests of medium and small investors can be fully protected. Backdoor listing is only a win-win situation for both sides of the restructuring is not enough, to achieve the goal of win-win for all parties involved.
