At the stage of reorganization* ST Germany and Austria (002260)A reminder announcement on signing a major asset restructuring framework agreement and planning a major asset restructuring was disclosed on May 18.
It has been revealed that * ST Deao plans to buy no less than 90% of Shenzhen International Education Technology Co., Ltd. (referred to as "Middle and Young International") by issuing shares and paying cash. Securities Times e Company previously reported that this * ST Germany-Austria proposed acquisition of Middle and Young International, two years ago* ST HuangtaiHe also planned to make an acquisition, but failed in the end.
On May 20, the Shenzhen Stock Exchange issued a letter of concern, requiring * ST Germany and Austria to explain the specific progress of the bankruptcy reorganization plan, the financial strength of restructuring investors, the reasons for the termination of the previous reorganization, and whether it will constitute a substantial obstacle to this major asset restructuring.
Face multiple risks
* ST Germany and Austria announced on May 15th that the company and Shenzhen Middle and Young Micro Technology Co., Ltd. (referred to as "Middle and Young Micro"),Qingdao HaierMultimedia Co., Ltd., Shenzhen Yingda Education Investment Enterprise (Limited Partnership), etc., signed the "Major Asset restructuring Framework Agreement". The parties reached a preliminary intention on the company's intention to acquire not less than 90% of the equity of Shenzhen Middle and Young International Education Technology Co., Ltd. (referred to as "Middle and Young International") by issuing shares and paying cash. According to preliminary estimates, the transaction constitutes a major asset restructuring. This transaction is proposed to inject assets into the initial plan for early childhood education information technology services related equity assets.
E company reporter noted that * ST Germany and Austria has now entered the restructuring stage, and identified restructuring investors. It has been disclosed that Xuntu Education intends to subscribe for the shares increased by the capital reserve of the company as a restructuring investor, and if the restructuring is completed, Xuntu Education will become the controlling shareholder of the company. While one of the parties in this transaction, Middle and Young Micro, holds a 32% stake in Xuntu Education. If the follow-up company restructuring is successfully completed, this transaction constitutes a related party transaction.
For this major asset restructuring, * ST Deao said that the company is mainly engaged in small household appliances and navigation business. Affected by the market financing environment in recent years, part of the navigation business defaulted in early 2018, which led to the debt crisis of the company as a whole. At present, the company is working hard to promote restructuring and fundamentally get rid of operational and financial difficulties.
From the point of view of the target of the acquisition, China and Young International was established on August 8, 2013, the legal representative is Fang Kangning, and the registered capital is 500 million yuan. Middle and young micro is the controlling shareholder of the former, with a shareholding ratio of 40.64%. E company reporter noted that * ST Huangtai also tried to acquire China and Young International, but the two sides finally failed after nearly two years of transaction planning.
In fact, * ST Deao, which is already suspended from listing, also faces a lot of risks. If the 2019 annual report does not meet the requirements for resumption of listing, or fails to disclose the 2019 annual report within the statutory time limit, the company's shares will face the risk of being terminated. In addition, the company is at risk of being declared bankrupt because of the failure of restructuring.
Lightning concern of Shenzhen Stock Exchange
On May 20, Shenzhen Stock Exchange Lightning issued a letter of concern, asking listed companies to explain the specific progress of the bankruptcy reorganization plan, the financial strength of restructuring investors, the reasons for the termination of the previous reorganization combined with Middle and Young International, and whether it will constitute a substantive obstacle to this major asset restructuring.
Specifically, in the acquisition announcement, * ST Deao said that the major asset restructuring is based on the premise that the company's bankruptcy restructuring plan can be approved by a court ruling.
In this regard, the Shenzhen Stock Exchange requires the company to explain the specific progress of the bankruptcy reorganization plan, the subsequent procedures and time points to be completed, and whether there are major uncertainties or obstacles to the bankruptcy reorganization; indicate whether the reorganization can be completed before the 2019 annual report is disclosed, and if not, whether the company has the ability to continue operation, and so on.
In view of the proposed acquisition of preschool education information service assets, the Shenzhen Stock Exchange requires the company to explain the industry, main business, main operating data in the past two years, business qualifications, etc., and whether it is necessary to abide by the relevant laws and regulations. Combined with the reasons for the termination of the early international participation in the reorganization, the company is required to verify whether there are substantive obstacles to participating in the major asset reorganization in the middle and young age education.
It is worth mentioning that Xuntu Education has become the restructuring investor of the company. Xuntu Education and its designated financial investors plan to invest 735 million yuan in the company. The major shareholders of Xuntu Education and Middle and Young International are Shenzhen Middle and Young Micro Technology Co., Ltd.
In addition, at the end of last year, * ST Deao received asset donation and debt relief from Schindler Investment, which is expected to turn the company's net assets from negative to positive, but Xintu Investment did not act as an investor in this restructuring.
In this regard, the Shenzhen Stock Exchange requires the company to explain the enterprise nature and major shareholders of Xuntu Education and Xuntu Investment, and whether there is an equity relationship and other relationship between Xuntu Education and Xuntu Investment. in addition, combined with the profit situation, operation scale, asset scale and main asset quality of Xuntu education, it shows whether Xuntu education and its related parties have the financial strength to participate in the company restructuring plan.