St Guoyao's critical period of shell preservation

At present, the total market value is 1.391 billion yuan, less than 1.5 billion standard; the total share capital is 196 million shares, less than 300 million standard; the share price is 7.11 yuan, more than 5 yuan above the benchmark line From the main business point of view, at present, the company only has steel trade, with single business and low gross profit rate, and only 73 employees, which is easy to be stripped and restructured In terms of equity structure, * ST Guoyao's equity ratio is relatively scattered, and the top ten shareholders are mostly individual shares The majority shareholder of Wuhan New Generation Technology Co., Ltd holds 16.84% of the shares Only three of the top ten shareholders hold more than 1%, respectively, 1.98% of the shares of Hubei University of traditional Chinese medicine technology service company, 1.54% of the shares of former director Xu Yun and 1.06% of the shares of natural person Zhang Shuping In terms of asset structure, at present, the total assets are only 10.4885 million yuan, but the total liabilities are as high as 44.1612 million yuan, the owner's equity is - 33.6727 million yuan, and the asset liability ratio is as high as 421.04% In terms of debt structure, the company has no bank loans, and its financial expenses are even negative The main liabilities are other payables of 38.7155 million yuan, of which 23.8118 million yuan is payable to the controlling shareholder Wuhan new generation technology and 12.33 million yuan is payable to Wuhan land reserve center, which have not been paid yet It is easier to solve the problem of the new generation of science and technology exchange fund with Wuhan However, the loan from Wuhan land reserve center is old and difficult to deal with The company is also involved in a lawsuit The reason is that Wuhan new generation technology was sued by Wuhan Yingtong Investment Co., Ltd and required to pay 69.3 million yuan of equity transfer and liquidated damages, for which * ST Guoyao is jointly and severally liable However, on March 31, 2011, Wuhan new generation technology promised to undertake all the economic responsibilities arising from * ST Guoyao Therefore, the impact of the lawsuit on the company is relatively small At present, the biggest problem of the company as a shell resource is that it is facing delisting crisis in less than four months, and Zhongtian, which was killed halfway, has added fuel to the dangerous situation However, the Yangfan department, which has been keeping shells for 4 years, as well as the local government, has a strong will to protect the shells, so they will not stand idly by in the future The calculation of Yangfan department's twice shell protection is to inject its real estate company, Shanghai Kaidi, into the backdoor listing of * ST Guoyao However, it fails to realize that the reason why * ST Guoyao can become such a clean shell at present has a lot to do with the ownership of Yangfan department in 2009 The company, formerly known as spring stock, was listed on the Shanghai Stock Exchange in June 2004 Due to the influence of major shareholders' occupation of funds and illegal guarantees, the company began to lose money in 2007 and put on the st hat in 2008 The delisting crisis is imminent, so the controlling shareholder new generation technology decided to start the asset restructuring plan But restructuring at that time was complicated According to the data, by the end of 2008, 69.1595 million yuan of the main operating assets of * ST Guoyao had been sealed up and mortgaged, involving more than 300 million yuan of debt litigation amount, and the 28.12% equity of * ST Guoyao held by the new generation of science and technology has been frozen due to its inability to repay the loans of creditors such as banks * ST Guoyao has publicly disclosed that the company has successively reached restructuring intentions with Qingdao Zhongjin industry, Hubei Daily Media Group and China Sanjiang Aerospace Industry Group, but none of them has been successful In April 2009, Yangfan investment quickly transferred 100% of the equity held by the original shareholders of the new generation of technology, so as to realize indirect control over * ST Guoyao, and the actual controller was changed from Xu Jin to Qian Hanxin and Teng Guoxiang After Qian and Teng became the controllers of St Guoyao, on the one hand, they actively negotiated with creditors to reach a debt settlement agreement, on the other hand, they provided loans to the company to repay debts and maintain the company's daily operation *As a result, St national medicine successfully preserved the shell and became a clean shell And Qian and Teng's calculation is to inject their real estate company, Shanghai Kaidi, into the backdoor listing of * ST Guoyao However, the plan eventually failed due to real estate regulation As 2010 and 2011 were consecutive losses, the shell preservation war of St national medicine started again In 2012, through the establishment of the subsidiary Shanghai Exin industry to carry out new business steel trade and increase business income, as well as the disposal of the company's land to achieve income of 40.7381 million, seeking and obtaining financial subsidies of 74.38 million, the company made profits throughout the year and successfully protected the shell The price of the hull protection is that the luffing system has to be significantly reduced From the second half of 2011 to the end of 2012, the new generation of science and technology has reduced its cumulative holdings of more than 20 million shares of * ST Guoyao, and its shareholding ratio has also declined from 28.12% to 16.59% Restructuring game: Zhongtian's disruption is at the critical moment of * ST Guoyao's shell protection, and Zhongtian's disruption will not be ruled out In the future, Yangfan and Zhongtian's two major shareholders will compete for the company's control right In spite of the success of shell preservation in 2012, the main business of * ST national medicine still hasn't improved, and it still needs continuous blood transfusion to resolve the risk of the company's suspension of listing On July 30, 2013, * ST Sinopharm issued the fixed increase plan, and planned to raise no more than 504 million yuan from 100 million shares of actual control renyangfan investment to supplement working capital After the fixed increase, Yangfan investment will move from behind the scenes to the front of the stage, directly holding 33.83% shares of * ST Guoyao, and be promoted to the first largest shareholder So far, Yangfan's holding ratio has also increased from 16.59% to 44.81%, greatly enhancing its holding position However, at the critical moment, the sky department's licensing upset the game From August 2 to August 15, Zhejiang Hengshun investment and Shanghai Tianji investment under Zhongtian Development Holding Group Co., Ltd purchased 8.4796 million shares of * ST Guoyao, accounting for 5.02%, becoming the second largest shareholder of the company In order to prevent the Zhongtian system from taking further actions, the Yangfan system has taken two major measures First, the company is preparing to modify the articles of association of * ST Guoyao; second, through the new generation of science and technology, it will increase its holding of 500000 shares of the company, accounting for 0.26% of the company's total share capital, and the cumulative increase will be no less than 5% in the future Zhongtianxi has also taken effective counter measures On August 30, at the second extraordinary general meeting of shareholders of * ST Sinopharm in 2013, nine proposals including the fixed increase plan were not adopted Although Zhongtian abstained from voting, there was no difference between its role and its opposition At the critical moment of protecting the shell of * ST Guoyao, the chaos of Zhongtian system caused the planned increase of * ST Guoyao to fail In the future, there will be a battle between the two major shareholders of Yangfan system and Zhongtian system for the control of the company But no matter who wins or loses, high-quality asset injection is definitely the direction of the company's future restructuring In the future, the assets injected into * ST national medicine may be Yangfan series In addition to real estate assets, there are other assets under Yangfan investment, such as wires and cables, auto parts, green food processing, etc among them, panda cable under Yangfan Department withdrew its IPO application in April this year and is likely to be listed in the future with the shell of * ST national medicine Of course, it does not exclude the injection of other high-quality assets other than the Yangfan system For example, at present, Zhongtian system has businesses such as civil construction, real estate, chemical industry, electronics, investment management, among which there are many high-quality assets Take Zhongtian fluorosilicone company, a subsidiary of Zhongtian system, as an example The company mainly deals in organosilicon monomer, ring and related products At present, it has formed an annual output of 80kt / a of organosilicon monomer, and has a leading production capacity in China.