The Shenzhen Special Economic Zone Construction Industry Group "Intent participation", can ST Guangtian really reorganize and reorganize?

On August 5th, ST Guangtian issued an announcement saying that on August 4, a reorganization investment intention agreement was signed with Shenzhen Special Economic Zone Construction Industry Group Co., Ltd.. The identity of the whole investor participated in the company's reorganization. Shenzhen Guangtian Group Co., Ltd., which was dragged down by Evergrande Group, seemed to be ushered in a ray of dawn.

Author: Zou Yongqin

Figure: Tuwa Creative

Shenzhen Guangtian Group Co., Ltd. (ST Hirota, 002482.SZ), which has been dragged down by Evergrande Group and the debt, seems to be ushered in a ray of dawn.

On August 5, ST Guangtian announced that on August 4th, it signed a reorganization investment intention agreement with Shenzhen Special Economic Zone Construction Industry Group Co., Ltd. ("Special Economic Zone Construction Industry Group"). The recognition subject intends to participate in the company's reorganization as a potential reorganization investor. It also pointed out that "if the company's smooth implementation of reorganization and implementation of the reorganization plan will help improve the company's financial structure, resolve the debt crisis, and promote the company's main business to carry the track of healthy development."

Stimulated by this news, on August 5th, ST Hiroshid's stock price came out of the daily limit, with a 2.11 yuan/stock collection, an increase of 4.98%.

A legal director of a Shenzhen listed company told the Economic Observation Network reporter that according to the reorganization ideas in the relevant announcement of ST Hiroshoda, the increase of the increased share capital can be transferred to the reorganized investor through the method of re -increasing the capital reserve. Reorganizers provide transfer to the company, thereby paying reorganization fees, settlement of debt, or supplementing the company's mobile funds; it can also transfer the increase in the increase in the equity to the creditors, that is, to solve the company's debt problem in the form of debt -to -equity.

The legal director believes that from the actual situation, the biggest possibility is to adopt the mixed model of ‘the transfers to the reorganization investors and the transfer to the creditors”.

Start at a debt of 1.4868 million yuan

ST Hiroshid's bankruptcy reorganization journey to a debt of 1.4868 million yuan in debt with Shenzhen Fengmingshun Metal Products Co., Ltd. (hereinafter referred to as "Shenzhen Feng Ming").

Public information shows that Shenzhen Fengming is one of the many long -term cooperation in ST Guangtian. From January 2019 to June 2021, Shenzhen Fengming signed four supply contracts with ST Hirota, with a total contract price of 1.5473 million yuan. After the signing of the contract, Shenzhen Fengming provided stainless steel in accordance with the contract for the relevant decoration project, and completed the settlement with the company with a settlement amount of 1.538 million yuan. After the settlement was completed, ST Hirota paid 47310.80 yuan in cash and 4,000 yuan bank acceptance bills. The remaining payment was 1.4868 million yuan.

To this end, Shenzhen Fengming shall not be able to settle its due debts (14.868 million yuan) and obviously lack the ability to clear the claim, but with the value of reorganization, it will apply to the Shenzhen Intermediate People's Court on May 30, 2022 to reorganize the company to reorganize the company And apply for starting the pre -trial.

At that time, the board of directors of ST Hiroshoda stated on the reorganization of the reorganization that the reorganization procedure was different from the bankruptcy liquidation procedure. The reorganization procedure was to save the debtor's enterprise, retain the qualifications of the debtor and legal person, and restore the continuous profitability. The liabilities are re -adjusted and the management is re -arranged to make the enterprise get rid of the financial difficulties and obtain the judicial procedure of rebirth.

At the same time, the board of directors also stated that during the court's review and reorganization application, the company will cooperate with the court to study and demonstrate the company's reorganization. The company will strive to improve the company's asset -liability structure, improve the company's operating capabilities, and promote the company's early return to health and sustainable development.

Linking data DataYES! Statistics show that, based on the closing price of 2.31 yuan/share on May 30, ST Hirota's total market value was 3.551 billion yuan. A listed company with a market value of billions of yuan has not even reached more than 1 million yuan in debt in the district and has not yet applied for bankruptcy and reorganization. This incident has set off a warm discussion in the secondary market; The attitude of being applied for bankruptcy and reorganization has attracted market attention.

To this end, in the inquiry letter issued by the Shenzhen Stock Exchange on June 1 to ST Hiroshoda, he asked him to explain the relationship with Shenzhen Fengming, and questioned whether ST Hirota had a decentralized and reorganized debt to escape debt and damaged the creditors of the creditors. And the legitimate rights and interests of small and medium shareholders.

ST Hiroshi did not respond to the inquiry letter of the Shenzhen Stock Exchange until July 8. In the reply announcement, ST Hirota stated that Shenzhen Fengming's shareholders were Zhuang Wenxi, Zhuang Shenghuang, and He Dongfang, and the actual controller was Zhuang Wenxi. There is no connection between the controller and Shenzhen Fengming or other relationships that may cause the interests of interests.

In the reply, ST Hiroshi emphasized that Shenzhen Fengming proposed to the court to make pre -reorganization and reorganization applications based on its own business judgment and decision -making. The legitimate rights and interests of small and medium shareholders.

In addition, ST Guangtian also pointed out in the reply that "the company is currently actively responding to reorganization matters. For example, the successful reorganization can get rid of the current operating dilemma, which can improve the company's asset -liability structure to the greatest extent, improve the company's operating capabilities, and promote the company's early return to health. , Sustainable Development Orbit. " Special Economic Zone Construction Industry Group intends to intervene

Since the creditors Shenzhen Fengming filed an application for bankruptcy and reorganization at the end of May, ST Guangtian issued a progress announcement twice on June 29 and July 29, respectively. People applying for the company's reorganization and pre -reorganization documents, whether the applicant's reorganization and pre -reorganization application can be accepted by the court, and there is still uncertain time. Perform the obligation of information disclosure. "

However, just one week before July 29, ST Guangtian issued the "Announcement on Signing Reorganizing Investment Intent Agreement". Tianyancha shows that the reorganization intention of the Special Economic Zone of the Special Economic Zone of this time was controlled by the Shenzhen State -owned Assets Supervision and Administration Commission.

So what happened behind this? Is Shenzhen Fengming's reorganization application accepted by the Shenzhen Intermediate Court? In addition to Shenzhen Fengming, is there any other creditors who submitted an application for bankruptcy and reorganization on the company? What does the company have to do with the SAR Construction Industry Group? In response to the above issues, the reporter called ST Hirota's securities department as an investor on August 5.

Relevant staff of the company said that except for Shenzhen Fengming, there are no other creditors who have submitted an application for bankruptcy and reorganization for the time being. The Intermediate People's Court ruled that accepting acceptance is unknown; the SAR Construction Industry Group has not had strategic cooperative relationships with the company before. "

According to public information, the SAR Construction Industry Group is the Shenzhen State -owned Assets Supervision and Administration Commission in order to deepen the comprehensive reform of regional state -owned state -owned enterprises and promote the high -quality development of Shenzhen's construction industry. The integration of state -owned assets construction resources, the investment and operation of industrial industries, and industrial space service guarantee. Its business covers architectural design, construction construction, construction industrialization, urban services, comprehensive development, and construction technology.

As of the end of 2021, the total assets of the SAR Construction Group exceeded 60 billion yuan, and net assets exceeded 14 billion yuan; the revenue in 2021 exceeded 3.0 billion yuan, and the total profit exceeded 2.3 billion yuan. It has a series of companies such as Tianjian Group (000090.SZ), Jian'an Group, Luqiao Group, Construction Group, Comprehensive Municipal Court, Science and Industry Group, Industrial Space Development Corporation, Solid Waste Resources Company, Garden Ecological Group and other companies.

"Because of this bankruptcy and reorganization, new strategic investors need to come in to ensure the success of the reorganization; if not, it is difficult to resolve the original debt risk." Investors (Special Economic Zone Construction Group), the benefits of the company are obvious. "For example, he can inject assets, and for example, we can repay some creditors by increasing the funds to raise funds, or even debt to debt to The way of funds is diversified. "

The staff member also emphasized that the SAR Construction Group was a strategic investment, but it is only an intention at present, not a certain thing. If the SAR Construction Group feels that the project cannot be advanced during the period, it can terminate this intent agreement unconditionally in advance. Therefore, investors need to look at the news rationally.

According to the above announcement, the SAR Construction Group and/or its recognition subject intends to participate in the reorganization of ST Hirota as potential reorganization investors. In line with the development strategy of the SAR Construction Industry Group, ensuring the preservation and appreciation of state -owned assets, and adopting marketization and rule of law, it is the prerequisite for participating in the ST Hirotian reorganization process.

The announcement also disclosed the model of the two parties on reorganization investment cooperation: During the reorganization process, ST Guangtian intends to carry out capital rectification and increase stocks to introduce reorganization investors and settle debts. ST Hiroshoda will determine the scale of capital reserve to increase shares according to factors such as the company's asset -liabilities, equity structure, and operating conditions, and the introduction of reorganization investors and claim debt to increase shares.

"This bankruptcy and reorganization of capital reorganizations are different from the dividend of the usual listed company to shareholders. He is not free of charge, but requires the other party to buy it at a certain price. After receiving the corresponding funds, the company can use it. To repay the debt of a part of the creditors; in addition, we can also suggest to some creditors to adopt debt -to -equity swaps, which is an operable way. " They all adopt the method of capital revenue to introduce strategic investors. "This method has become more popular in recent years."

A legal director of a Shenzhen listed company also told reporters that the core of bankruptcy and reorganization is to solve the problem of corporate debt. Even if the debt is temporarily exempted through the bankruptcy reorganization procedure, the new funds need to be introduced to return the debt, and even the funds are raised. Therefore, the capital revenue -increase increase has become the main way.

The legal director further pointed out that the target of capital reserve to increase equity can be both reorganized investors or creditors, or even both. Provide transfer to the company with the reorganizer, so as to pay the reorganization costs, settle debts or supplement the company's mobile funds; if the increased share capital is transferred to the creditors, that is, to solve the company's debt problem in the form of debt -to -equity; From the perspective, it is more likely to adopt the hybrid mode that is transferred to reorganized investors and transfers to creditors. " The risk of delisting still exists

In the announcement, ST Hirota stated that the signing of the "Investment Intent Agreement" is conducive to the smooth progress of the company's pre -reorganization and reorganization, and it is conducive to promoting the company to enter the reorganization process as soon as possible. After completing the reorganization plan, it will help improve the company's financial structure, resolve the debt crisis, and promote the company's main business to carry the track of healthy development. "

Stimulated by this news, on August 5th, ST Hiroshid's stock price came out of the daily limit, with a 2.11 yuan/stock collection, an increase of 4.98%.

So, how long does the whole process generally take? In this regard, the relevant staff of the ST Guangdian Securities Department said that this timetable cannot be estimated, because there are still many uncertainty in the middle. And eventually participating in the company's reorganization is still uncertain; because according to the agreement, it can terminate this intent agreement unconditionally. "

The above -mentioned legal director also told reporters that even if the SAR Construction Industry Group participated in the reorganization plan throughout the process, the time spent the entire process would not be short; because before the reorganization plan was started, it had to apply for bankruptcy and reorganization from the court, courts, courts, and courts. Designated a series of procedures such as administrators, creditor's rights declaration, holding creditors' meetings, submitting a draft reorganization plan, voting of the investor meeting, and the voting of the creditor meeting. The process is very complicated, and it will take a long time.

"Take a few well -known companies as an example. For example, Tianwei Group, as early as 2015, was planned to apply for bankruptcy and reorganization by the creditors, but repeatedly stuck in the voting process of the creditors' meeting that caused the reorganization process to fall into a deadlock. Until April 2020 The court only ruled that the draft reorganization plan of Tianwei Group was approved to terminate Tianwei Group's reorganization procedures; a single reorganization program took more than four years. For example, Ziguang Group, which was applied for bankruptcy in July 2021, which was applied for bankruptcy The reorganization was not completed until July this year, and it lasted for a year. "

In the announcement, ST Hiroshi prompted the company's stocks to face the risk of being implemented by delisting risk or even termination of listing.

ST Hiroshi said that if the Shenzhen Intermediate People's Court ruled that the reorganization application for the company, the company will cooperate with the Shenzhen Intermediate People's Court and the manager to carry out relevant reorganization work, and fulfill the legal obligations of the debtor in accordance with the law. Rules "(revised in 2022) In the provisions of Article 9.4.1 (7), the company's stock transactions will be warned by delisting risk.

If the company implements the reorganization and complete the reorganization plan, it will help optimize the company's asset -liability structure and enhance the company's continuous operation and profitability; if the reorganization fails, the company will have the risk of bankruptcy. If the company is declared bankrupt, according to the "Rules of the Shenzhen Stock Exchange Stock Listing" (revised in 2022), Article 9.4.17 (6) items (6) will face the risk of being terminated.

The reason why ST Hiroshi has the risk of bankruptcy is related to its bad fundamentals. According to the debt overdue announcement issued on August 1, the account receivable turnover is slow due to the first largest customer Evergrande Group's debt crisis. As of the disclosure of the announcement, ST Guangtian and its subsidiaries have reached a total of 2.861 billion yuan in principal and other financial institutions such as overdue banks.

Because of stepping on Lei Hengda, ST Guangtian still had some projects in the first half of 2022, and then affected the acceptance of new projects of other customers. Therefore, on the basis of a huge loss of 5.589 billion yuan in 2021, ST Guangtian premedited the loss again in the first half of 2022. It is expected that the net loss of shareholders of listed companies is 160 million yuan to 240 million yuan, which is compared with 43.7707 million yuan in the same period last year. Profit, a decrease of 465.54%-648.31%.

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