*ST Zhongan (600654) announced on the evening of December 6 that its reorganization plan was approved by the Wuhan Intermediate Court. According to the "Reorganization Plan", the company should complete the implementation of the reorganization plan before December 31, 2022 (excluding that day).
Among the four reorganization investors of *ST Zhongan, Guohou Asset has participated in the reorganization of many A-share listed companies such as Zhonghong Shares, Lotus Health, and ST Kangmei. Currently, the investment platform under Guohou Asset is the tenth largest shareholder of ST Kangmei, and Li Houwen, chairman of Guohou Asset, is the actual controller of Lotus Health.
However, since 2022, Guohou Assets has been repeatedly issued warning letters by regulatory agencies due to relevant information disclosure violations.
The Wuhan Intermediate People’s Court ruled
The reorganization plan will be implemented in December
*ST Zhongan announced on the evening of December 6 that the Wuhan Intermediate People’s Court of Hubei Province On December 6, 2022, the ruling was made to approve the "Reorganization Plan of Zhonganke Co., Ltd." and terminate the reorganization process of Zhonganke Co., Ltd. According to the "Reorganization Plan", China Anke should complete the implementation of the reorganization plan before December 31, 2022 (excluding that day).
The announcement stated that the work related to the pre-reorganization and reorganization procedures of Zhonganke has received great attention and support from the Hubei Provincial Party Committee and Provincial Government, Wuhan Municipal Party Committee and Municipal Government, Hubei Higher People's Court, Wuhan Intermediate People's Court and relevant departments.
After the reorganization was completed, Zhonganke survived as a legal entity, its qualifications as a securities market entity remained unchanged, and it remained a joint-stock company listed on the Shanghai Stock Exchange.
During the implementation stage of the reorganization plan, based on the existing total share capital of 1,283,020,992 shares of Zhonganke, the capital reserve will be converted into share capital at the rate of 11.90143433 shares for every 10 shares. An additional 1,526,979,008 shares were added. After the transfer, the total share capital of Zhonganke will increase to 2.81 billion shares.
The 1,526,979,008 shares formed by the aforementioned capital reserve transfer will not be distributed to the original shareholders, but will all be used to pay off debts and introduce restructuring investors, of which: 726,979,008 shares were paid off at a price of 4.3 yuan/share. Creditors are used to pay off corresponding debts to resolve Zhonganke's debt risks, preserve operating assets, and reduce debt ratios; 800 million shares are used to introduce reorganization investors, and the cash consideration paid is 1.2 billion yuan. Employees' claims will not be adjusted and will be paid off in full in cash at one time.
In terms of business plans, Zhonganke will rely on the comprehensive support provided by restructuring investors in terms of main business upgrades, cash flow support and operational management innovations to accelerate the technological innovation of the Internet of Things and the intelligent and The deep integration of economy, society and people's livelihood has further prompted Zhonganke to optimize the "digital intelligence" grid layout and build a new strategic pattern of "integration of industry, academia and research, integrated smart medical care, and systematization of intelligent services", supporting Zhonganke to further build and enhance itself into a A comprehensive service provider for the entire industry chain of smart systems integrating R&D, design, manufacturing and installation.
*ST Zhongan’s Past
*ST Zhongan’s predecessor was Feile Co., Ltd. The company was approved by Shanghai Institutional Reform (87) No. 4 in June 1987 and adopted Established as a joint stock company through social fundraising.
On December 19, 1990, Feile shares were officially listed on the Shanghai Stock Exchange. It was one of the famous old eight-share stocks in Shanghai and Shenzhen stock exchanges at that time.
At that time, it was the huge wealth effect of these 8 stocks that caused waves of "stock madness" in Shanghai. However, as the Shanghai and Shenzhen stock markets continue to expand and new companies continue to increase, the old eight-part stock market, which is mainly engaged in home appliances and daily chemical products and has a relatively small circulation, has gradually lost its star status in the market. After the May 19 market situation in 1999, the old eight shares were no longer favored by big funds, and news about them was rarely heard in daily transactions.
In 2014, China Security Technology and Feile Co., Ltd. achieved strategic reorganization; in 2015, the company was renamed China Security Technology Co., Ltd.; in 2018, the company was renamed China Security Technology Co., Ltd.
Since 2017, Zhonganke has experienced a debt crisis triggered by the issuance of an audit report with no opinion expressed in its annual report and cross-defaults on bonds. After being administratively punished by the China Securities Regulatory Commission, The debt crisis further intensified and spread.
In this process, the risks of three delisting crises have superimposed, as well as the continuous tightening of financing channels, the macroeconomic downturn, the large number of disputes over liability for securities misrepresentation, and the short-term inability of some foreign investments to generate resources and returns, resulting in " Affected by various factors such as "short-term loans and long-term investments", Zhonganke's operating conditions have significantly deteriorated.
At its root, the Zhonganke debt crisis originated from the performance growth pressure caused by the overvaluation of the assets invested during the "backdoor listing". The aggressive merger and acquisition strategy led to excessive financial burdens. In the face of multiple factors, The superposition and mutual influence eventually broke out, and the company had to seek rebirth through bankruptcy and reorganization.
Financial "vultures" participate in restructuring investments
The "Reorganization Plan" shows that *ST Zhongan's restructuring investor this time is a consortium of four companies, including Wuhan Rongjing Industrial Investment Co., Ltd., Guohou Asset Management Co., Ltd., Hubei Chuangjiexin Intelligent Software Development Partnership (Limited Partnership) and Shenzhen Merchants Ping An Asset Management Company.
Tianyancha shows that Wuhan Rongjing was established on August 23, 2022, with a registered capital of 100 million yuan and a paid-in capital of 0; Hubei Chuangjiexin was established on September 1, 2022. The capital contribution is 18.48 million yuan and the paid-in capital is 0.
Guohou Asset Management Co., Ltd. and Shenzhen China Merchants Ping An Asset Management Co., Ltd. are relatively well-known in the market and are both professional non-performing asset management companies.
Among them, China Merchants Ping An Asset Management is the first local asset management company in Shenzhen that is indirectly controlled by China Merchants Group and is qualified to acquire and dispose of non-performing assets in bulk from financial institutions. Currently, the company is also involved in the restructuring investment of *ST Botian.
Guohou Asset is the first local asset management company in Anhui with the qualification to acquire and dispose of financial non-performing assets in batches. It was jointly established by China Orient Asset and Boya Investment ***.
The official website of Guohou Asset stated that the company was established in April 2014 with a registered capital of 2.792 billion yuan. With the non-performing asset management business as its core, it acquires, manages, operates and disposes of various financial enterprises and non-financial enterprises. of non-performing assets, forming a competitive advantage featuring non-performing asset management as the main line and restructuring and reorganization business.
As of the end of December 2021, the net assets of Guohou Asset Company were 5.27 billion yuan; the cumulative acquisition of non-performing assets exceeded 150 billion yuan, involving dozens of banks and nearly a thousand companies such as China Construction Engineering Corporation; and participated in the management of various types of There are more than 100 funds with a scale of 100 billion yuan.
In 2019, Guohou Asset invested 1.03 billion yuan to increase its capital in Changan Insurance and became the largest shareholder of Changan Insurance. In September of the same year, the Guohou Department took over the reorganization and resumption of the Guokai Mansion project, which was once a "well-known unfinished building" in Hefei.
From 2020 to 2021, Guohou Asset Management took off Lotus Health (formerly *ST Lotus) through debt restructuring. Li Houwen, chairman of Guohou Asset, is currently the actual controller of Lotus Health.
Guohou Assets also appeared in the reorganization of Kangmei Pharmaceutical. The company used Wuhu Xintongrui Enterprise Management Center (Limited Partnership) as an investment platform to participate in the reorganization of Kangmei Pharmaceutical. It is currently ST Kangmei’s The tenth largest shareholder.
However, since 2022, due to relevant information disclosure violations, Guohou Assets has been issued warning letters by the Anhui Provincial Securities Regulatory Bureau, Shanghai Stock Exchange, and Shenzhen Stock Exchange.