On the morning of November 25, Zhejiang Dongjing Electronics Co., Ltd. (002199) (hereinafter referred to as "Dongjing Electronics") today released the announcement on termination of planning for major asset restructuring. According to the announcement, Dongjing electronics held the 26th meeting of the 5th board of directors and the 22nd Meeting of the 5th board of supervisors on November 22, respectively deliberated and passed the proposal on terminating the planning of major asset restructuring, and agreed to terminate the planning of major asset replacement and share exchange and merger of Yingxiong Entertainment Technology Co., Ltd. (hereinafter referred to as "Yingxiong entertainment") Transactions.
On May 13, Dongjing electronics issued the notice of suspension on planning major asset restructuring, and signed the agreement on major asset replacement and share exchange and absorption of Zhejiang Dongjing Electronics Co., Ltd. and Yingxiong mutual Entertainment Technology Co., Ltd. (hereinafter referred to as the "share exchange and absorption and merger agreement") on May 23.
As for the reasons for termination, the announcement shows that the audit and evaluation work involved in this major asset restructuring has not been completed up to now due to the large amount of work; at the same time, the parties to the transaction have not reached an agreement on the final transaction plan of this transaction (including but not limited to the final transaction price, profit commitment and compensation, etc.) and signed the supplementary agreement of the merger agreement for share exchange and absorption for confirmation 。 In view of the above, according to Article 15 of the share exchange and merger agreement, the agreement will be terminated after the expiration of six months from the signing date of the agreement. After communication with the main transaction related parties, the parties failed to reach an agreement on the extension of the share exchange, absorption and merger agreement, so they decided to terminate the planning of this major asset restructuring.
In response, the Secretary of the board of directors of hero mutual entertainment said: 'thank you for your concern and try your best. I'm sorry. '
It is understood that on May 13, Dongjing electronics released the notice on suspension of planning major asset restructuring. After the closing on May 30, it was revealed that during the reorganization of hero entertainment and Dongjing electronics, Su Sitong, the former actual controller of Dongjing electronics, and the gold owner behind him bought 80 million yuan in advance of the suspension, and planned to harvest accurately after 7-8 trading stops.
On June 4, the Securities Times published a report entitled "Dongjing electronics is suspected of insider trading and many companies are involved in the capital bureau", pointing out that Dongjing electronics is in the cloud of insider trading. Wu Xianfang, a natural person shareholder from Zhangjiagang (the actual controller of Dongjing electronics at that time was Qian Jianrong, a Zhangjiagang person), is the most questioned shareholder. In the first quarter report of Dongjing electronics in 2019, Wu Xianfang has not appeared in the top 10 circulating shareholders list. On May 10, Wu Xianfang has become the ninth largest circulating shareholder, holding 3.7868 million shares. However, there was no Wu Xianfang in the shareholders' register of Dongjing electronics at the beginning of June, so it was inferred that it was suspected of insider trading.
On the afternoon of June 4, Shenzhen stock exchange sent a letter of inquiry to Dongjing electron, asking Dongjing electron to conduct self inspection and explanation on relevant matters.
On the evening of June 10, Dongjing electronics released a notice. Su Sitong, the former actual controller, confirmed to the company that he did not participate in the planning of the company's major asset restructuring and did not know the relevant information of the restructuring in advance. According to Wu Xianfang's confirmation letter to Dongjing electronic, based on the fact that Qian Jianrong, the actual controller of Dongjing electronic, is a successful person in Zhangjiagang, Dongjing electronic's basic analysis and capital operation expectations. In order to clear the self certification, Wu Xianfang also said that on the last trading day (May 10, 2019) before the suspension of trading, he sold 620500 shares of Dongjing electronics, accounting for 14.07% of its total holdings.
On the evening of June 10, Dongjing electronics also released a series of announcements of "no actual controller, no controlling shareholder, shareholder reduction".
According to the announcement, the company received the blue ocean investment and control notice from the original controlling shareholder, and Li Qingyue and blue ocean investment and control terminated the voting power entrustment agreement on June 10. Dongjing electronics directly fell into the state of no controlling shareholder and no actual controller. At the same time, Li Qingyue, the second largest shareholder of the company with a 10.59% stake, plans to clear his position and reduce his holding within six months. It is estimated that the shares of the company will not be more than 25783260 shares (accounting for 10.59% of the total share capital of the company) through negotiated transfer, block trading and centralized bidding trading.
In the evening of June 20, Dongjing electronic replied to the inquiry letter of Shenzhen Stock Exchange, and determined that the reason for the company's current status of no controlling shareholder and no actual controller is sufficient and reasonable.
But there's something interesting in the company's response. The company said that it has not found any matter that may lead to the termination of this restructuring, but the company cannot exclude the risk of suspension, suspension or cancellation of this transaction due to suspected insider trading, inconsistent interests of all parties involved in the transaction, failure of all parties to sign the final transaction agreement and other reasons. The company solemnly reminds investors to pay attention to investment risks.
On November 25, Dongjing electronics, which has no actual controller, released the announcement on termination of planning for major asset restructuring.
In terms of hero entertainment, up to now, it has hit A-share twice, and had planned restructuring with * ST Hemei before.
On February 17, 2019, * ST Hermes and Tianjin Dino Investment Management Co., Ltd. (hereinafter referred to as "Dino investment"), Tianjin Dino brothers asset management partnership (limited partnership) (hereinafter referred to as "Dino brothers") Signed the framework agreement on restructuring and listing, and the company plans to purchase all or part of the equity of hero entertainment held by Dino investment, Dino brothers and other parties by issuing shares. On February 18, * ST Hemei suspended trading.
However, on April 2, Hanqiao Machine Factory Co., Ltd., the controlling shareholder of * ST Hermes, received the notice of termination issued by Dino investment. Because the core transaction conditions in the share transfer agreement signed by the two parties on March 1 could not be met and an agreement was reached, Dino investment decided to terminate the share transfer agreement unilaterally and announced the failure.
According to the relevant provisions of the share transfer agreement, if within 10 working days after the disclosure of the restructuring plan, * ST Hemei does not terminate the relationship with Wuhan credit micro loan Co., Ltd. (hereinafter referred to as "Wuhan small loan") If the guarantee liability for Beijing shouhe Investment Co., Ltd. (hereinafter referred to as "shouhe investment") under the maximum amount guarantee contract of entrusted loan is signed, Dino investment has the right to unilaterally terminate the equity transfer transaction.
Later, * ST Hemei said: on March 15, * ST Hemei, shouhe investment and related parties signed the debt restructuring agreement with Wuhan small loan, and shouhe investment will release the above guarantee obligations of * ST Hemei before April 15.
However, Shenzhen regulatory bureau found that Dino investment did not participate in the signing of the debt restructuring agreement, and * ST Hemei failed to provide the legal basis for Dino investment to recognize the restructuring agreement, which does not constitute a supplementary agreement to the share transfer agreement. *St Hemei's failure to release the relevant guarantee obligations within 10 working days after the disclosure of the plan has constituted a breach of contract. In addition, according to the decision on administrative and regulatory measures, * ST Hemei said that "through consultation between Hanqiao machinery factory and Dino investment", Hanqiao Machinery Factory is allowed to pay 200 million yuan of debt service deposit in installments. However, St Hemei failed to provide the basis for Hanqiao machinery factory and Dino investment to reach an agreement on the payment of debt service deposit. Triggering the effectiveness of the termination conditions of the share transfer agreement.
In addition to the effectiveness of the above termination conditions of the share transfer agreement, * ST Hemei issued an audit report on April 30 by Guangdong Zhengzhong Zhujiang Certified Public Accountants on the inability to express opinions on the 2018 financial report, and recently received the decision on disciplinary action against Shenzhen Hemei Group Co., Ltd. and related parties issued by Shenzhen Stock Exchange. Both are enough to blow up the restructuring.