Why did 600365 apply to the CSRC to cancel the administrative examination and approval of major asset restructuring?

August 3rd, *ST Tongpu (600365. SH) closed down 4.97%. Two days ago, ST TongPortugal has been continuously "one word board" down.

On August 1 day, *ST Tongpu announced that the profit distribution of Yunnan Red Series companies (the target assets of this asset restructuring) under the control of Tongheng International affected the valuation of the target assets, which led to the termination of the restructuring.

At this point, the two-year restructuring of *ST through Portugal fell through.

In August 2009, *ST Tongpu announced the reorganization plan, and acquired 65,438+000% shares of Yunnan Plateau Liquor Co., Ltd., Yunnan Plateau Biological Resources Development Co., Ltd., Kunming Yunnan Red Wine Development Co., Ltd. and Yunnan Red Wine winery Liquor Co., Ltd. held by Tongheng International through private placement.

Two years of restructuring, why change it once? According to the reporter's investigation, Yunnan Red and Portugal's backdoor *ST communication have uncovered the mystery layer by layer.

Sudden dividend

For the reason of the failure of this reorganization, *ST Tongpu attributed the reason to the profit distribution of Yunnan Red Series Company by Tongheng International after the benchmark date of July 3, 20091day, which led to the valuation change of the underlying assets that did not meet the requirements of the reorganization consideration.

According to the previous plan, based on the estimated value of the underlying assets of about 400 million yuan and the determined issue price, the total amount of A shares issued by TongPortugal shares to Tongheng International is about 4,665,438+0,893,76.00 shares. According to preliminary calculation, the net assets of the assets to be injected as of July 3, 20091day are193 million yuan.

What is puzzling is when Tongheng International, which is committed to restructuring, distributed its profits, and why did it distribute its profits when the restructuring was going on?

On August 1 day, Hong, a representative of *ST Tongpu Securities, told reporters that Yunnan Red's profit distribution was 20 1 1 year. However, in this regard, on August 2, *ST Tongpu Dong Mi Gao said that they were not clear about the specific time, and the time mentioned by Hong was only an afterthought.

However, from the analysis of the announcement time of *ST TongPortugal on the reorganization, it is possible that Yunnan Honghong made a profit distribution at the critical moment before *ST TongPortugal submitted the reorganization materials to the CSRC for the second time.

According to public information, the major asset restructuring of *ST was not approved on 201February 2 10; On 201118, *ST Tongpu decided to continue the major asset restructuring work and submit the revised application materials to the China Securities Regulatory Commission for review as soon as possible; On May 25th, *ST Tong Portugal received the Notice of Acceptance of Administrative License Application from China Securities Regulatory Commission; On June 17, the China Securities Regulatory Commission issued a notice of feedback on the review of administrative licensing projects to *ST Tongpu, requiring the company to submit a written reply to the China Securities Regulatory Commission within 30 working days; On July 29th, *ST Portugal signed the Agreement on Termination of Major Asset Restructuring between Tonghua Liquor Co., Ltd. and Tongheng International Investment Co., Ltd..

According to this process, if Yunnan Red distributes profits at 20 10, there is no possibility of modifying the materials for the second meeting.

Comparing the above time periods, it can be roughly inferred that the profit distribution of Tongheng International to Yunnan Red may be between the first meeting and the second submission.

But what is puzzling is why Yunnan Red violated the restructuring agreement to distribute profits at a critical moment.

Li Shu (pseudonym), an analyst in Kunming Business Department of a large domestic brokerage firm, told reporters that it is unreasonable for Yunnan Red to distribute profits before the approval of the CSRC. If the backdoor is successful, the borrower obviously wants to increase his rights and interests and will not distribute profits in advance.

In his view, there may be two reasons: First, Yunnan Honghong backdoor *ST even Portugal has no hope, and wants to withdraw from the restructuring, so it distributes profits before the approval of the CSRC; Another reason is that Yunnan Red itself did not meet the requirements of backdoor listing. The CSRC strengthened supervision and raised the threshold for mergers and acquisitions, and Yunnan Red was beaten back by backdoor.

One of the two directors left.

"Looking back, in fact, the unfavorable restructuring of the China Daily has already appeared." An analyst who has been tracking the reorganization of *ST TongPortugal for a long time said.

Previously, two Yunnan Red executives, Xin Li Xinhe and Wen Furong, joined the board of directors of ST Portugal Telecom as general manager and deputy general manager respectively. However, the interim report of 20 1 1 disclosed that Wen Furong was removed from the position of director of the listed company. "This may reflect from the side that its restructuring may fail." The above analyst said. Li Xinxin is still at work.

According to the interim report, the reason why the board of directors decided to remove Wen Furong from the post of director and executive deputy general manager of the company was: "In 20 10, the company held seven board meetings, and director Wen Furong failed to attend the meeting four times and failed to perform his duties diligently."

But for this reason, the above analysts believe that Wen Furong has a special status and is a person sent by Yunnan Nanhong. There may be other reasons for his dismissal.

According to the data, Wen Furong used to be the financial director of Kunming Yunnan Red Wine Industry Development Co., Ltd. *ST Tongpu's 2009 annual report shows that the starting date of Wen Furong's directorship in *ST Tongpu was from August 28th to 20th, 200911April 30th, 2009. At the same time, Wen Furong was also appointed as deputy general manager for an unknown term.

The above analysts believe that Wen's dismissal may indicate to some extent that the restructuring process is not smooth.

A market person in Kunming who has been tracking *ST through Portugal for a long time told reporters that Yunnan Red may encounter resistance in the process of connecting Portugal through *ST, and Yunnan Red may deliberately distribute profits. But what exactly is the resistance, this person did not explain.

The market participant also said that there had been rumors that Yunnan Nanhong was going to go public in Hong Kong, but in June this year, when he asked Wu, the legal representative of Yunnan Nanhong, to verify the rumors, Wu said that he still wanted to go public on the A-share market.

In fact, when the semi-annual report was released on July 26th, *ST Tongpu still said that it would strive to complete major asset restructuring and achieve the annual business target of 20 1 1. However, on July 29th, the reorganization came to an abrupt end.

On August 2, the reporter called Wu's mobile phone twice, and both of them were transferred to his assistant Chang Gang. Chang Gang said that it is not convenient to disclose any information.

* ST Portugal is still in trouble

After the failure of this reorganization, the *ST TongPortugal shares that had hoped to be reorganized and turned over were once again in trouble.

In fact, the previous delayed restructuring had a great impact on the performance of *ST TongPortugal.

"It's like everyone knows that you want to change your father, but this father hasn't decided who it is and who will cooperate with you." Gao said. He said that suppliers are watching and reorganizing, and the company's sales can't go on in the past two years.

Its 20 10 annual report shows that the net profit attributable to shareholders of listed companies in 20 10 is-22.86 million yuan. In the annual report of 20 10, *ST Tongpu said that 20 10 was the most difficult year in the company's development history. From the perspective of enterprise management, 2009 will face the problems of market decline, unstable personnel and broken capital chain; At the shareholder level, because the major asset restructuring with Tongheng International has not been approved, a large number of reform measures of the enterprise cannot be implemented, and a large number of partners have doubts. "

20 1 1 *ST's performance continued to decline in the first half of the year. During the reporting period, its net profit attributable to shareholders of listed companies was-1.83 million yuan, which was 269.49% lower than that of 20 1 .08 million yuan in the first quarter.

The failure of this restructuring not only means that the risk of its termination of listing is increased, but also means that no major asset restructuring is allowed within three months.

Gao told reporters that the consequences of the failure of restructuring can only be borne by the listed companies themselves, and the previous restructuring agreement did not stipulate compensation.