Zhaochi shares publicly issued new shares listed on the (15th) day. As of yesterday's close, Zhaochi shares reported 10.26 yuan / share, while the company's issue price is 12.28 yuan / share. This means that the purchase price of the subscription party, Oriental Pearl, etc., is not only higher than the bid price in the secondary market, but also needs to be locked and restricted. It is worth mentioning that at the time of issuance, the original subscriber Qingdao Haier canceled the “fleeingâ€.
Closing price is 16% lower than the issue price
According to the scheduled increase plan issued in June last year, the number of shares to be issued by Zhaochi is not more than 297 million shares, and the raised funds are not more than 3.671 billion yuan, all of which are used for joint operation projects of Internet TV services. Oriental Pearl, Shanghai Culture Broadcasting and Television Group Co., Ltd. (hereinafter referred to as “Wenguang Groupâ€) and Qingdao Haier subscribed for 178 million shares, 89 million shares and 30 million shares respectively.
Shortly thereafter, in August last year, the Zhaochi share disclosure plan showed that the subscriber added Beijing Gome Consulting Co., Ltd. (hereinafter referred to as “Gome Consultingâ€), Gome Consulting intends to subscribe for 30 million shares; Wenguang Group’s subscription amount decreased from 89 million shares to 24.27 million shares; the number of non-public offerings of the company was adjusted to no more than 238 million shares. In October of the same year, Zhaochi shares disclosed the revised plan again, indicating that Wenguang Group withdrew from the subscription.
After receiving the approval of the CSRC, Zhaochi shares implemented the non-public offering. The number of final subscriptions for this non-public offering was 209 million shares, and the final subscription amount was 2.571 billion yuan. Among them, Oriental Pearl subscribed for 179.531 million shares, and Gome Consulting subscribed for 301.938 million shares. After the issuance, Oriental Pearl and Gome Consulting became the second and third largest shareholders of Zhaochi with a shareholding ratio of 9.89% and 1.67% respectively.
From the performance of the secondary market, affected by the deep adjustment of the A-share market, Zhaochi shares suffered successive declines since the disclosure of the fixed-income plan in June last year. After the rebound, it fluctuated downwards. The lowest price was 6.86 yuan/share (2016 3 On the 1st of the month, the highest price was 16.35 yuan/share, which was more than 50%. Since the end of September this year, the company's share price has started to rise, but until yesterday's fixed share listing, the stock price has not yet reached the fixed price. Yesterday's closing price was fixed at 10.26 yuan / share, 16% more than 12.28 yuan / share.
Qingdao Haier finally canceled the contract
Despite three changes in the subscription plan of the fixed-income program, Qingdao Haier has been the subject of distribution, and at the time of the listing, the company chose to understand the agreement.
On June 18th and August 18th, 2015, Zhaochi and Qingdao Haier signed the Conditional Subscription Agreement and the Conditional Subscription Supplementary Agreement, respectively. Qingdao Haier subscribed for 370.78 million yuan in cash. The 30 million shares issued by Zhaochi are not publicly issued.
However, on November 14, when the company announced the announcement of the listing of non-public offerings, it also disclosed a notice of cancellation. The company plans to sign a lifting agreement with Qingdao Haier to cancel the conditional entry of the shares signed by the two parties. The agreement, the two sides do not pursue each other's legal responsibility.
At the same time, Zhaochi Co., Ltd. intends to sign a strategic cooperation framework agreement with Qingdao Haier Technology Investment Co., Ltd. (hereinafter referred to as “Haier Technologyâ€), a wholly-owned subsidiary of Qingdao Haier. Qingdao Haier intends to jointly submit to Beijing through Haier Technology and Zhaochi. Fengxing Online Technology Co., Ltd. (hereinafter referred to as “Famous Onlineâ€) will increase capital. Haier Technology intends to invest 47 million yuan to increase the capital of Fengxing Online according to the evaluation price of Zhaochi's acquisition of popular online.
Oriental Pearl subscription has been opposed by investors
Fengxing Online is a holding subsidiary of Zhaochi Co., Ltd. The Oriental Pearl of this issue also holds a 19.76% stake in Fengxing Online. Therefore, Oriental Pearl’s participation in the non-public offering of Zhaochi shares constitutes a connected transaction. Wenguang Group, which has withdrawn from the subscription, is also a major shareholder of Oriental Pearl. In fact, investors of the participating Oriental Pearl have expressed opposition to this increase.
"Take 2.2 billion to buy the current price of 9 yuan and the issue price is 12.28 yuan / share (Zhaochi shares) stocks, but their own holdings but mother-in-law, why?" Some investors in the Oriental Pearl stocks on May 18 Express dissatisfaction. Some investors also said that "the participation in the fixed increase itself is correct, and the wrong price is unreasonable."
In September last year, Zhaochi shares and Oriental Pearl Tower signed a “property rights contract†for 63% equity of the popular online, the transfer price was 967 million yuan, and the online registration of industrial and commercial changes was completed in January this year. The advertising resources of the Oriental Pearl, the Internet TV integrated broadcast control platform and the content service platform are used in the Internet TV business of Zhaochi. In 2015, Zhaochi Co., Ltd. sold 37,165,300 yuan of products such as set-top boxes to Oriental Pearl and its related parties.
It is worth mentioning that in June last year, Zhaochi Co. signed a strategic cooperation agreement with Oriental Pearl. At the same time, the two parties signed a related share subscription agreement on Oriental Pearl's shareholding in the company. The parties agree that after Oriental Pearl obtained the shares issued by Zhaochi Shares, the board of directors of Zhaochi shall propose to the shareholders' general meeting to elect a new director, who shall be recommended by the Oriental Pearl Tower to the board of directors of the company.
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