The preparations for the preparations for several months have not only ended in vain, but even the prepaid 10 million yuan of sincerity has been smashed into the sea. The transaction of Lianchuang Optoelectronics was “very hurtâ€.
Lianchuang Optoelectronics announced on the evening of December 6 that recently the relevant media reported that the company’s 10 million yuan acquisition for the restructuring has not been recovered. The company confirmed that after the company determined the acquisition intention, it paid 10 million yuan of sincerity to the Hann Internet. However, after the termination of the acquisition, Hann Internet did not return the sincerity gold as agreed, so the company has filed a lawsuit with the Nanchang Intermediate People's Court. The court has accepted the case and is currently awaiting trial.
It is worth noting that in the transaction of mergers and acquisitions of listed companies, the company that purchases the target company has paid the sincerity gold, which is already a standard for many transactions, but it also breeds a lot of gray areas, such as so-called tea drinks, project fees, etc. . In the hot backdoor transaction, sincerity or "shell fee" is even more expensive. It is said that the more popular "shell" can rise by one billion a day. Enterprises that want to buy shells first pay 100 million yuan of sincerity and talk about backdoors.
Backtracking announcement, Lianchuang Optoelectronics disclosed the acquisition plan in May this year. The company said that it will terminate its non-public offering plan of 851 million yuan in 2015, and at the same time launch a major asset restructuring plan, which is planned to purchase 4.68 billion yuan to purchase 65% equity of Hann Internet, and plans to raise matching funds of 468 million yuan.
After the transaction is completed, Hann Internet will become a holding subsidiary of Lianchuang Optoelectronics. Lianchuang Optoelectronics will add holographic multimedia digital interactive display and mobile development and operation business based on the original LED business and cable business to create multi-wheel drive. Development pattern.
According to industry and commerce information, Hann Internet, which was established in August 2004, was formerly known as “Nanjing Hann Economic Information Management Consultant Co., Ltd.†with a registered capital of 100,000 yuan. In June 2014, it was renamed “Nanjing Hann Digital Internet Culture Co., Ltd.†. In August 2015, the share was changed to its current name. Hann Internet's main business includes holographic multimedia digital interactive display content production and mobile development operations.
According to financial data, Hann Internet achieved operating income of 132 million yuan, 169 million yuan and 94.106 million yuan in 2014, 2015 and January-February 2016 respectively; the net profit attributable to owners of the parent company was 360.789 million yuan respectively. 4,380,600 yuan and 225,700 yuan.
In fact, as early as July 2014, King Kong Glass had planned to acquire a 100% stake in Hann Internet at a price of 506 million yuan. After that, the relevant parties were “suspiated to violate the law†and were urgently suspended by the CSRC.
On May 27 this year, the Shanghai Stock Exchange inquired about the transaction of Lianchuang Optoelectronics, directly referring to the equity ownership of Hann Interconnect: the company's capital increase did not apply for industrial and commercial change registration procedures, and some of the shares were not frozen after judicial freezing. Since then less than five months later, the two sides announced the termination of cooperation.
On the reason for the termination of the acquisition, Lianchuang Optoelectronics announced on the evening of September 23 that due to changes in the capital market policy and operating environment, the parties to the transaction may not be able to fully agree on the acquisition conditions and the acquisition plan, and promote the company's asset restructuring. Bringing uncertainty and ending the acquisition of Hann Internet.
On October 12, Lianchuang Optoelectronics further explained that the reason for the termination was “the regulatory policies for major industry cross-border major asset restructuring have become stricter. Nanjing Hann Internet intends to adjust the development direction of its future products, and the parties to the valuation and trading plan. The adjustment failed to reach an agreement."
Subsequent events have proved that Lianchuang Optoelectronics's termination of the acquisition can be avoided.
According to media reports, in November, Han Fan's chairman Yuan Fan was lost after dozens of creditors claimed that “arrears of 700 million loansâ€. Nanjing Hann Digital Internet Culture Co., Ltd., located in the World Trade Center Building in Gulou District, Nanjing, is closed and people go to the building.
The sincerity paid by Lianchuang Optoelectronics for mergers and acquisitions has also come to the fore. Lianchuang Optoelectronics said that after determining the intention of the acquisition, it paid 10 million yuan of sincerity to Hann Internet. After the termination of the assets, Hann Internet did not return the sincerity gold as agreed, so the company has filed with the Nanchang Intermediate People's Court. The lawsuit has been accepted by the court. At present, the company will actively pursue the law through legal means to recover the money and effectively protect the interests of the company and the shareholders.
Lianchuang Optoelectronics said that the current production and operation conditions are normal. As of September 30, 2016, the company achieved operating income of 1.833 billion yuan and realized a net profit of 156 million yuan attributable to shareholders of listed companies.
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