Busen Shares Reorganization And Setbacks In The Market

The failure of the reorganization of listed companies is a common phenomenon. However, a few cases of the initiative to terminate the reorganization after the disclosure of the restructured report are still rare, and Busen shares received the regulatory letter of the Shenzhen stock exchange because the risk of termination was not sufficient in the reorganization report.

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The restructuring of the "black swan" incident was questioned by regulators. It seems that the reminder of the risk of restructuring should not be "formatted", and the effectiveness of information disclosure needs to be further improved.

In August 22, 2014, after the suspension.

Issue the draft report of the reorganization.

According to the plan, through a series of pactions such as major asset replacement, asset sale, issue of shares to buy assets, and issuance of shares to raise matching funds, the backdoor listing of Hong Wah agricultural Limited by Share Ltd in Guangxi will be realized, and the 100% stake in Hong Wah agriculture will be priced at 4 billion 170 million yuan.

Restructuring itself plus the concept of land pfer and other assets, the company resumed trading after 5 consecutive trading days, and continued to rise further, the market touted.

In September 19th, Busen shares received the notice of acceptance of administrative licensing application by the SFC.

In October 27th, the company received a feedback notice.

At that time, Busen shares said that

The relevant intermediaries will, in accordance with the requirements of the above-mentioned notice, organize relevant materials in time within the prescribed time limit and submit them to the accepting department of the SFC's administrative licensing application.

However, in November 22nd, Busen shares announced the suspension.

In November 27th, Busen announced that it would terminate the asset reorganization and reorganize the mutation.

Busen shares said in the announcement that it mainly focused on two points. First, there were major differences between the parties in the paction on the adjustment of the supporting financing in the issuance plan. The major shareholder Busen group hoped to adjust the issuance plan, cancel the matching financing, and not dilute the shareholding ratio of the large shareholders; but Kang Huanong shareholders insisted that the supporting financing would help speed up the development of the company, further strengthen the shareholding ratio of the major shareholders, disagree with the adjustment, and fail to reach an agreement after repeated negotiations.

Second, if the reorganization is successful, Busen group is still the second largest shareholder of the listed company, and has a seat on the board of directors, hoping to participate in the management of listed companies for a long time.

The two sides have great differences in the future industrial layout, industrial development and industrial chain expansion.

For these reasons, the company announced the termination of the restructuring.

The latest disclosure shows that the Shenzhen Stock Exchange issued regulatory letters in January 28th, including the listed companies and the listed company Dong Jian Gao, the reason is that the company announced the reorganization plan in 2014 and then terminated the reorganization, but the reorganization report on the reorganization may be terminated risk is not sufficient.

At the same time, Li Yan and Du Changming, who will become the actual controllers of Busen shares, have also been issued regulatory letters.

The Shenzhen Stock Exchange said Li Yan and Du Changming, as Busen's 2014 restructured trading partners and information disclosure obligor, were not sufficiently informed about the risk that the reorganization might be terminated.

In fact, in the company's reorganization report, the statement of supporting fund-raising is determined.

At that time, Busen shares introduced that in order to improve the performance of the reorganization and enhance the profitability and sustainable development ability of the listed companies after the reorganization, and ensure that the actual controllers of Hong Wah's agriculture and Li Yan and their concerted persons control the listed companies, Busen shares intends to use the lock price issuance method to raise the matching funds to the public offering shares of Li Yanfei, and the number of shares issued will not exceed 60 million 400 thousand shares.

This means that the two sides have agreed on the financing supporting plan when issuing the above information.

Therefore, at that time, investors generally questioned that after the release of the plan, the two sides were "unreasonable" because of the above problems, and the risk of possible differences between the two sides was not fully revealed in the restructuring report.