What Can I Do To Save You, *ST Kerry?

In a stormy way, *ST Kerry suffered another "heart attack" from his subsidiary.

In recent days, *ST Kerry announced that the company was the 100% shareholder of the Beijing Erli data limited company (hereinafter referred to as "Erzhi"), but it could not exercise shareholder rights. In order to safeguard the interests of the company, the company has filed a lawsuit against Daxing court in Beijing.

Prosecution subsidiary

Talking about the fate of *ST Kerry and its subsidiaries, things should be traced back to 4 years ago.

In November 2015, *ST Kerry announced the purchase plan at that time. It intends to purchase 100% stake in the company by paying cash, and the transaction price is 248 million yuan. *ST Kerry pointed out that the company's acquisition of Erli will help speed up the transformation of the company's business, focus on resource development lottery business and Internet service business, and foster a new growth point in the company's business.

As the focus of *ST Kerry's transformation, the performance of erect is not satisfactory.

At that time, the granting side made a performance promise. In 2015 -2017, the net profit from the audited non deducted parent was no less than 17 million yuan, 23 million yuan and 28 million yuan respectively, and the net profit after the assessment period was not less than 68 million yuan.

But in fact, the net profit from the three years of 2015 -2017 was 18 million 888 thousand and 900 yuan, 23 million 110 thousand and 400 yuan and 14 million 470 thousand and 100 yuan respectively.

It can be found that only 50% of the performance commitments have been achieved in the first two years since 2017, which resulted in *ST Kerry had to prepare 23 million 768 thousand and 800 yuan for goodwill impairment, and the net profit of the company was less than -3511 yuan.

Due to the rapid changes in the broadband market and the sharp decline in the demand for bandwidth optimization services in the market, the performance of the company in 2018 dropped sharply, with a net loss of 7 million 80 thousand and 700 yuan. The listed company once again stood up to 174 million yuan from its goodwill impairment.

According to the major asset purchase agreements and performance commitments signed by both sides, the original shareholders of Erie must pay 42 million 136 thousand and 100 yuan in cash compensation to the company.

However, according to *ST Kerry, there has been no substantial progress in the performance compensation of the former shareholders. At the same time, the company has repeatedly contacted the company to cooperate with the financial verification, but it has not been successful.

Previously, *ST Kerry also tried to regain control of standing.

In June 27th this year, *ST Kerry held a shareholders' meeting and passed the resolution of Beijing standing by the shareholders' meeting of data limited. The resolution included the removal of the executive director from the legal representative Ouyang Jianzhuo, and the appointment of Li Yanmei as executive director.

In June 28th, *ST Kerry was sent to the resolution of the above shareholders' meeting and the notice on the exercise of shareholders' rights, and requested to stand up to the above shareholders' resolutions and to cooperate with *ST Kerry to check the financial information. But *ST Carey said that the standing has not been fulfilled so far.

In this regard, *ST Kerry believes that the act of standing up has led to its inability to exercise shareholder rights in major decisions, selecting managers and consulting financial information, thereby seriously damaging the legitimate rights and interests of the sole shareholder and prosecuting the court.

It is worth mentioning that, apart from the uncontrolled control of its subsidiaries, *ST Kerry is unable to exercise shareholder rights for the other two subsidiaries. They are Tianjin de cotton Mining Co., Ltd. and Beijing Sheng Tong Heng Technology Co., Ltd.

After several turns

In fact, this phenomenon may be caused by the fact that the listed companies have been losing their jobs for many years and have long been reduced to "shell stocks".

It is reported that *ST Carrey's predecessor was de cotton shares, which was listed in 2006, the stock referred to as Kerid, and its main business was cotton textile.

However, because China's cotton textile industry is gradually sluggish and the competitiveness of the international market is declining, *ST Kerry began to decline in the following year, and often made a profit for one year, and a year's losses were also small profits and heavy losses. It had been wandering around the edge of ST all the year round.

In order to improve profitability, Kai Reed has also done other businesses such as pig iron, coal and bulk trade, but the company's performance has not improved.

In 2011, the former controlling shareholder, the German cotton group, transferred the 45 million shares to the fifth quarter Industrial Co., Ltd. (fifth quarter industry) in Zhejiang, and the transfer price was 10.3 yuan per share. After the completion of the share transfer, the fifth quarter industry became the new largest shareholder of the company.

After the new shareholders were taken in, they quickly opened the way to reorganize their shells, put related companies into listed companies, and replaced old factory buildings with relatively long service life, relatively backward textile machinery and equipment, partially sold stocks and some liabilities.

In May 2012, Kai Reed disclosed a plan for non-public offering, and proposed to raise 530 million yuan to extend the industrial chain to home textile products. But only 3 months later, the company announced that it would give up. Instead, the company changed its fundraising purposes to acquire the forest of agriculture and forest, and attempted to enter the forest industry. However, the major asset reorganization announcement was terminated in February 2013.

In the second half of 2014, Kai Reed began to acquire and merge Yongxing technology, Bao CAI and other lottery companies. With the company's transfer of the asset package agreement consisting of 100% stake in Jinmian textile, textile equipment and part of debt and debt to the German cotton group, Kay Reed officially divested the textile business from the listed company, and the main business was changed to the Internet lottery.

Subsequently, Kai Reed bought the erlai. Standing by the actual control of Pang Po and Shu Yanchao husband and wife, Pang Po holds fifth quarter industrial 40% equity, the fifth quarter of the second largest shareholder of industry. At that time, the fifth quarter of the controlling shareholder of the industrial company, so this transaction constitutes a related transaction.

After many capital operations, Kai Reed's performance is still deteriorating, and can only sell assets to protect the shell, but the stock price has soared because of the "reorganization story". During the fifth quarter of the industry, through the reduction of bulk transactions and other ways to cash in.

In July 2017, Kai Reed shareholders Zhang Peifeng, Ren Fei, Wang Teng, Huang Jinyi and Guo Wenfang jointly signed a concerted action agreement. The concerted action holders held 21 million 680 thousand shares of the company's stock, accounting for 12.32% of the total share capital of the company, exceeding the controlling share of the original controlling shareholder of the company, and the company's actual controller was changed to the above concerted action.

That means Kerid can change hands again. Reed, who changed hands, continued the "storytelling" style. He planned to buy many times, but most of them failed. Even then, chairman Zhang Peifeng was executed by the designated residence for allegedly manipulating the securities market.

In July 2018, the concerted action agreement signed by Reed, 5 shareholders of Zhang Peifeng, Ren Fei, Wang Teng, Huang Jinyi and Guo Wenfang has expired. 3 of the shareholders decided that the unanimous action agreement would not be renewed after the expiration of the agreement, and the relationship between the two parties should be terminated automatically.

So far, Kai Reed's actual controller has changed, without controlling shareholder and actual controller. The largest shareholder of the company has also changed to fifth quarter industries, with a shareholding ratio of 8.23%, which is more than 5.19% of Zhang Peifeng's shareholding.

In 2018, the company's operating income was 25 million 30 thousand yuan, down 67.91% compared to the same period last year. Net profit was -2.5 billion yuan, down 612.7% compared with the same period last year.

Deeply involved in litigation and punishment

*ST Kerry faces more difficulties than that.

In the first half of 2019, the company's operating income was 17 million 450 thousand yuan, down 66.51% compared to the same period last year. Net profit was -1592 yuan, down 62.77% compared with the same period last year, and its performance continued to decline.

As of June 30, 2019, *ST carry's asset liability ratio has reached 150.52%, which is in insolvent state.

On the one hand, in the second half of 2015, the company transferred the asset package agreement consisting of 100% stake in Jinmian textile, textile equipment and part of the debt and debt to the German cotton group. However, as of the latest announcement date, the company received a total of 538 million 520 thousand yuan for the sale of major textile assets, and the remaining balance of 277 million 228 thousand and 700 yuan was not recovered.

On the other hand, *ST Kerry has also been involved in a number of lawsuits, including loan disputes, loan disputes, contract disputes, etc.

In addition, the company has received two penalties notice in the past month. A total of 1 million 200 thousand of the fines will add to the *ST debt.

First, because two lawsuits were not disclosed in accordance with the regulations, the SFC warned the listed companies such as Kai Reed and Wu Lianmo, Zhang Bin and others, and imposed different amounts of fines.

Moreover, the securities and Futures Commission issued a warning to Kay Reed and imposed a fine of 600 thousand yuan for failing to disclose the share matters of the selling subsidiary company as related party transactions and illegally checking accounts payable, resulting in false information disclosure and failing to disclose the non operating capital transactions with the related parties in accordance with the regulations. The Commission also imposed a fine of $600 thousand, giving warning to the company's original controller Wu Lianmo and paying a fine of 900 thousand yuan, and taking 5 years' prohibition measures for securities market, giving warnings to Liu Shuyan, Zhang Bin, Liu Tao and others, and impose different amounts of fines.

At present, where is the *ST Kerry, who has no real control, is still in the case of investigation and is facing the risk of delisting?

In response, IPO daily telephoned the company's secretaries, but still failed to make the call as of press release.