The shareholders’ meeting was held as scheduled on the afternoon of ( Harbin Viti Electronics Corp(603023) , sh. Under the influence of multiple factors such as Shanghai epidemic prevention and control and work reasons, two independent directors and one non independent director were absent from the on-site meeting of Shanghai Xintonglian Packaging Co.Ltd(603022) shareholders’ meeting. A total of 7 shareholders and agents attended the meeting.
The purpose of this shareholders’ meeting is to summarize an asset purchase that has lasted for more than two years. According to the announcement of Shanghai Xintonglian Packaging Co.Ltd(603022) 2 on February 23, the board of directors deliberated and passed the proposal and agreed that the wholly-owned subsidiary Shanghai Yantong Data Technology Co., Ltd. (hereinafter referred to as Shanghai Yantong) would sign relevant agreements with the counterparty to terminate the asset purchase. Previously, Shanghai Xintonglian Packaging Co.Ltd(603022) failed to raise enough funds to purchase the corresponding subject shares.
Shanghai Xintonglian Packaging Co.Ltd(603022) chief financial officer he Zaiquan told the reporter of the daily economic news that when the listed company initiated the acquisition, it had communicated with many banks. However, since the subsidiary platform subject of the acquisition is in Hangzhou and the parent company is in Shanghai, it involves the problems of group credit granting and the obstacles of cross regional loans.
failed to raise funds in time, and the asset purchase was terminated
In 2020, Shanghai Yantong, a Shanghai Xintonglian Packaging Co.Ltd(603022) wholly-owned subsidiary, plans to purchase 70% of the equity of Zhejiang Huakun Yanqing Data Technology Co., Ltd. (hereinafter referred to as Huakun Yanqing) held by Huzhou Yanqing enterprise management consulting partnership (limited partnership), while Huakun Yanqing holds 51% of the 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, and completed the industrial and commercial change registration procedures. 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, with a total amount of 375 million yuan, which came from the loan of Cao Wenjie, the actual controller of the listed company, 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 this period, Shanghai Xintonglian Packaging Co.Ltd(603022) has been communicating and negotiating with a number of banking institutions on M & A loans, and finally failed to reach an agreement on loan conditions and failed to pass the examination and 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) in the announcement, the company 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 payment amount 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.
Shanghai Xintonglian Packaging Co.Ltd(603022) 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.
cross regional loan obstacles
“I fell a lot some time ago. Come and find out about it.” At the scene, a 77 year old shareholder told the daily economic news that although the number of shares was small, he thought it necessary to understand the operation of the company on the spot.
At the shareholders’ meeting, the reporter asked: why do you choose to buy assets with cash when the funds are insufficient? What are the reasons for the failure of M & a loan issuance?
Shanghai Xintonglian Packaging Co.Ltd(603022) Board Secretary Xu Hongjing said, “we were full of confidence in this matter.” Xu Hongjing said that previously, the listed company and the bank had conducted corresponding communication, and the bank had also issued a letter of intent to the listed company. However, during the negotiation process, there were many corresponding approval terms. Shanghai Yantong was in Hangzhou, while the bank said that cross regional loans could not be made in other places. Therefore, the listed company cooperated with the bank to move Shanghai Yantong back to Shanghai. “It’s true that after tossing for a long time, the bank still feels that it can’t meet the conditions for lending. In the end, there will be a problem with the capital.” Xu Hongjing said.
Shanghai Xintonglian Packaging Co.Ltd(603022) chief financial officer he Zaiquan added that the M & a loan was the main reason. At first, he had contact with more than a dozen banks and finally entered the internal audit process. Among them, China Minsheng Banking Corp.Ltd(600016) Hangzhou branch, Agricultural Bank Of China Limited(601288) Hangzhou branch and Shanghai Pudong Development Bank Co.Ltd(600000) Hangzhou branch all issued loan intention letters to listed companies.
“But later, because the parent company is in Shanghai and the subsidiary company is in Hangzhou, there are cross regional obstacles related to the group’s credit granting. It is suggested that we move the subsidiary back.” He Zaiquan said that after Shanghai Yantong moved back to Shanghai, the listed company had contact with a number of banks and could obtain part of the amount from one of them, but it could not cover the needs of the listed company, and other banks were still involved in audit and other issues, so they were unable to issue loans.
He Zaiquan further explained that the asset purchase had been going on for more than two years, and further delay would be irresponsible to shareholders. Since we can no longer obtain financial loans and raise funds from other channels, we need to terminate it as soon as possible, which is beneficial to everyone.
