* ST Tianlong listed in 12 years and 8 years of loss, Dong Ping family was accused of restructuring

"The company and the parties have been working hard. The top priority of the company's work this year is to get out of trouble and protect the shell." On August 27, the staff of the *ST Tianlong Board of Directors Office said in an interview with the Times Weekly reporter.

Despite this, the non-public offering plan proposed by *ST Tianlong's major shareholder, China Railway Huaxia Investment Guarantee Co., Ltd., was still opposed by six directors. This is the second proposal for the release of the *ST Tianlong from China Railways China, which was introduced to the *ST Tianlong in April this year, but was rejected by the directors of *ST Tianlong.

In the past nine years, the net assets have been negative. At present, the *ST Tianlong, which is relying on rental buildings and government subsidies, is at stake. Within five months, *ST Tianlong’s two restructuring plans were rejected by the board of directors. If the asset restructuring is still not possible within the next few months, *ST Tianlong may face delisting.

Reorganization plan twice

"The protection of shells is nothing more than the introduction of strategic investors, asset restructuring, tender offer, etc. to ensure the second year of profit, can protect the shell." Financial industry chief analyst Zhao Huan said.

According to the *ST Tianlong announcement, on August 16, China Railway Huaxia submitted a proposal for non-public offering of shares to the company. On August 19th, the company's board of directors rejected the additional issuance plan proposed by China Railway Huaxia.

The announcement shows that the main content of the shell-issuing issuance plan proposed by China Railway Huaxia is that the listed company does not lower the price of 4.21 yuan/share to the second largest shareholder of the company, Mianyang Yaoda Investment Co., Ltd. and other totals that meet the requirements of the CSRC. More than 10 specific investors issued shares, raising funds of 350 million yuan, of which, it is planned to use 250 million yuan to build aluminum and magnesium alloy auto parts production bases in Taiyuan City.

The directors who oppose this proposal believe that the China Railway China proposal does not fully consider the issue of avoiding delisting that the company needs to solve urgently. It has been less than five months for the company to "guarantee the shell", and shareholders should come up with a practical "shell" program as soon as possible. Under the current circumstances, it is too early to talk about new projects with long construction period and major uncertainties. The major shareholder plans the company's non-public offering of major issues, lacks good communication with the company's directors, and the analysis of the land, project, and risk control of the fundraising project is not exhaustive, and the proposal does not provide sufficient basis for the future financial evaluation of the fundraising project. There are six reasons why the fundraising project and the existing shareholders' business may involve horizontal competition, the feasibility of the proposal, and the operability is not strong.

On April 16, 2013, through the judicial transfer, China Clearing Shanghai Branch will hold Qingdao Taihe Hengshun Investment Co., Ltd. as the company's 38,170,200 shares of unrestricted tradable shares (accounting for 18.82% of the company's total share capital) of 20 million. Shares (accounting for 9.88% of the company's total share capital) unrestricted shares were transferred to China Railway Huaxia Guarantee Co., Ltd.; 18,170,200 shares (8.94% of the company's total share capital) were sold to Mianyang Yaoda Investment Co., Ltd.

China Railway Huaxia Guarantee and Mianyang Yaoda Investment stated that China Railway Huaxia Guarantee and Mianyang Yaoda do not have any relationship with each other, nor are they acting in concert. They believe that the top three shareholders of the Company have a low shareholding ratio and are close to each other. With control over listed companies, the company currently has no controlling shareholders and no actual controllers.

Qingdao Taihe also proposed a version of the restructuring plan before the equity transfer. The number of non-public offerings is not more than 260.42 million shares, and the total amount of funds raised is 1 billion yuan. Of this, 570 million yuan was used to acquire assets and 430 million yuan was used to repay corporate debt and replenish liquidity. The assets to be acquired will include assets related to Mianyang Haosheng, Mianyang Yuxing and auto parts manufacturing business, including 100% equity of Hong Kong Taixin (which directly or indirectly holds 100% equity of Wescast).

* ST Tianlong announcement shows that the original plan of the planned shareholder Qingdao Taihe was also announced to be terminated. The reason is that a series of work such as auditing and evaluation of the assets to be acquired involved in the fixed-income plan has not been completed, and there is no substantive progress; the profitability of the proposed assets is weak, and the implementation conditions are not yet mature.

Years of losses, high-level personnel shocks

The motion has been repeatedly rejected, and now is the most crucial moment for *ST Tianlong.

*ST Tianlong has suffered losses for 8 years in the 12 full fiscal years listed, and its net assets are negative for 9 consecutive years. In 2010, 2011 and 2012, the net profit attributable to shareholders of listed companies, net of non-recurring gains and losses, was -2,487,700 yuan, -3,499,740 yuan and -43,00.8 million yuan respectively.

According to the annual report, from July 2012 to the end of 2012, the company's main business production and sales of small and medium-sized LED backlight products, commissioned processing and brand management video products discontinued, the main business changed to own house leasing.

According to the 2012 annual report data, the operating income of video products in 2012 was 11.475 million yuan, and the amount of LED small and medium-sized backlights in 2012 was 1,047,900 yuan. In 2011, it was 5,273,900 yuan. It was 10.2596 million yuan, of which Tianlong Building, which was leased to Taiyuan Xintianlong Management Company (hereinafter referred to as “Xintianlong Management”), generated revenue of 9.75 million yuan, accounting for 39.2% of the total operating income.

“At the end of 2013, the company failed to reverse the situation of heavy debt, lack of funds and weak sustainable management. At the end of 2013, the net assets were negative. According to relevant regulations, the company’s stocks will be suspended.” The aforementioned staff told the Times Weekly reporter Said.

Since last year, the board of directors has fluctuated.

On April 22 this year, Han Ning applied for resignation as a director of the company and a corresponding committee under the board of directors for personal work reasons. On April 23, Li Tongyu applied for resignation from the company's directors, chairman and special committees under the board of directors for personal work reasons. Zhang Chaoyuan, the company's independent director, acted as chairman.

In addition, in the 2012 annual report, the changes in the company's directors, supervisors, and senior management personnel showed that there was a large-scale personnel change in *ST Tianlong last year. Wang Yingjie resigned as chairman of the board for personal reasons. Liu Huilai and Xia Shengqiang resigned as directors for personal reasons. Tian Xueyi, Chen Jinghui and Huang Feng resigned as supervisors for personal reasons, and Hongzhong resigned as employee supervisor for personal reasons. Job.

Large-scale high-level shocks have made the interior of the unsettled *ST Tianlong confusing, and the prospect of survival has become blurred.

Dong Ping family was accused of reorganization

There are many doubts hidden behind the failure of restructuring.

"General reorganization failed, there are many situations. For example, the listed company's own financial situation is not clear, and major shareholders and potential reorganization parties and other stakeholders have not agreed on matters such as the distribution of interests, resulting in reorganization of abortion; and some The company does not rule out that some listed companies deliberately create reorganization themes, in line with the possibility of stock price speculation, *ST Tianlong is more like the latter." Zhao Huan bluntly told reporters.

The outside world questioned that the equity transfer dispute between Qingdao Taihe Hengshun Investment Co., Ltd. and Mianyang Yaoda was essentially a "double spring" performed by both parties. Qingdao Taihe Hengshun intends to transfer equity through judicial transfer, thereby bypassing the provisions of the Company Law that lock the company's controlling interest for one year. The equity of Mianyang Yaoda just arrived immediately and was handed over to China Railway Huaxia Guarantee Co., Ltd. China Railway Huaxia Guarantee accepts the ST Tianlong equity debt, either by some “implementation” about the stock price, or because it has follow-up actions on ST Tianlong. Mianyang Yaoda is likely to abandon the low-priced subscription shares because it is clear that the assets purchased by ST Tianlong issuance are not good.

Mianyang Yaoda is principally engaged in investment management, and its subsidiaries are engaged in automobile sales. The parent company of the company is the project company established by Yaogui Investment Group Co., Ltd. for the Yanting Automobile Industrial Park project. The actual controller is the Dongping family.

Dong Ping's family members include Dong Ping, Dong Mingfang, Dong Mingying, Dong Hua and Gu Daiyu. The Dongping family controls its Yaogui investment through a complex series of corporate shareholding structures and controls its large corporate base.

The Dongping family and its controlled Sichuan Bohong Industrial Co., Ltd. and Bohong Group Co., Ltd. are mainly engaged in auto parts manufacturing, auto sales services and other businesses. Bochum Industrial and Bochum Group controlled Mianyang Haosheng and Mianyang Yuxing respectively, and the latter two simulation reports in the past two years showed poor performance.

Therefore, the outside world also questioned the Dongping family's transfer of debts by *ST Tianlong. The historical debt burden of *ST Tianlong has been very serious. The acquisition of Dongping's family auto parts assets, although the company's net assets can be turned positive, can be temporarily renewed, but *ST Tianlong is carrying a medium- and long-term special loan from Hong Kong Taixin to purchase Wescast to borrow more than 900 million yuan from CDB. In addition, the total liabilities of Mianyang Haosheng also exceeded 200 million yuan.

In response to the above-mentioned doubts, *ST Tianlong issued a clarification statement, Mianyang Yaoda and Qingdao Taihe Hengshun's equity transfer, there is no such thing as the media's deliberate set-up, to circumvent the relevant laws through judicial transfer.

( This article is reproduced on the Internet. The texts and opinions expressed in this article have not been confirmed by this site, nor do they represent the position of Gaogong LED . Readers need to verify the relevant content by themselves. )

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