The asset purchase of Shanghai Xintonglian Packaging Co.Ltd(603022) (603022, SH) for a long time was terminated. On February 23, the company announced that the board of directors considered and approved the proposal and agreed that the wholly-owned subsidiary Shanghai Yantong would sign relevant agreements with the counterparty to terminate the asset purchase.
The reporter of the daily economic news noted that the transaction began in the second half of 2020, but the progress was not smooth. During the period, the listed company has paid 375 million yuan of equity transfer to the counterparty, and 70% of the underlying asset, namely, the equity of Huakun Yanqing, has been transferred to Shanghai Yantong.
Now the transaction has come to an abrupt end, Shanghai Xintonglian Packaging Co.Ltd(603022) said that the reason is that in this transaction, Shanghai Yantong failed to obtain the approval of M & A loans from financial institutions, resulting in Shanghai Yantong being unable to pay part of the cash consideration of this transaction.
the industrial and commercial change registration procedures have been completed
In 2020, Shanghai Yantong, a wholly-owned subsidiary of Shanghai Xintonglian Packaging Co.Ltd(603022) , plans to purchase 70% equity of Huakun Yanqing held by Huzhou Yanqing enterprise management consulting partnership (limited partnership) (hereinafter referred to as Huzhou Yanqing), while Huakun Yanqing holds 51% equity of Zhejiang Huakun Daowei Data Technology Co., Ltd. (hereinafter referred to as Huakun Daowei).
In September 2021, Huakun Yanqing obtained the business license and other materials. The equity change has gone through the industrial and commercial change registration procedures, and Shanghai Yantong holds 70% of the equity of Huakun Yanqing.
On September 28, 2021, Shanghai Yantong paid 50% of the first installment and the second installment respectively according to the equity acquisition agreement, with a total amount of 375 million yuan. This money came from the loan of Cao Wenjie, the actual controller, and the remaining amount has not been paid.
Among them, the balance of the first installment and the second installment are required to be paid before November 8, 2021 and November 22, 2021 respectively. During the period Shanghai Xintonglian Packaging Co.Ltd(603022) , it has been communicating and negotiating with a number of banking institutions on M & A loans. Finally, it was unable to reach an agreement on loan conditions and failed to pass the approval, resulting in Shanghai Yantong’s failure to raise relevant funds in time.
On February 23, the listed company decided to terminate the asset purchase. Shanghai Xintonglian Packaging Co.Ltd(603022) said that since the listed company has not exercised the shareholder rights of Huakun Yanqing and Huakun Daowei, has not reorganized the board of directors of Huakun Daowei, has not exerted influence on the operation of Huakun Yanqing and Huakun Daowei, and the amount of consideration paid has not reached 50% of the whole transaction consideration, the company has not included Huakun Yanqing into the scope of the consolidated statements of the listed company.
Xinliantong said that the termination of asset purchase was the result of careful study by the listed company and consensus with all parties to the transaction. The termination of this transaction will not have a significant adverse impact on the company’s existing production and operation activities and financial status, nor will it affect the company’s future development strategy, and there is no situation that damages the interests of the company and minority shareholders.
the previous equity transfer was also terminated
In the case of terminating the transaction after paying hundreds of millions of yuan and going through the industrial and commercial change registration procedures, what is the problem?
Statistics show that Huzhou Yanqing is jointly controlled by Meng Xiankun and Qiu Fangyuan. In October 2019, Cao Wenjie, Shanghai Wenjie investment consulting partnership (limited partnership) (hereinafter referred to as Wenjie investment, which is actually controlled by Cao Wenjie) and Meng Xiankun signed the equity transfer agreement to transfer 29396200 shares (accounting for 14.70%) and 7.5 million shares (accounting for 3.75%) of Shanghai Xintonglian Packaging Co.Ltd(603022) held by them to Meng Xiankun.
However, the transaction was not completed. In mid September 2020, Shanghai Xintonglian Packaging Co.Ltd(603022) disclosed that Meng Xiankun failed to raise the funds required for the transfer of shares within the validity of the transaction, and the equity transfer agreement was terminated.
However, at the same time, Cao Wenjie and Wenjie Investment announced that they would transfer 36896200 Shanghai Xintonglian Packaging Co.Ltd(603022) shares (accounting for 18.45%) to Jinan tiekun investment partnership (limited partnership) (hereinafter referred to as tiekun investment), with a total transaction price of 545 million yuan, equivalent to a unit price of 14.77 yuan / share. Meng Xiankun holds 51% equity of tiekun investment and is the controlling shareholder of the company.
After the completion of the above transaction, the proportion of Shanghai Xintonglian Packaging Co.Ltd(603022) equity held by Cao Wenjie decreased from 58.79% to 44.09%, and the proportion of Wenjie investment decreased from 3.75% to 0.05% Tiekun investment will hold Shanghai Xintonglian Packaging Co.Ltd(603022) 18.45% equity and become the second largest shareholder of the company.
Finally, the equity acquisition was terminated on June 21, 2021. The reason for the termination is that since the preparation of the share transfer, the A-share market has changed greatly, and the share transfer agreement can no longer be performed, resulting in the failure of both parties to apply for the transfer of relevant shares within the validity of the agreement.
