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    How Do We Go On The Road Of Busen *ST?

    2019/9/19 19:57:00 2

    Busen

    On the one hand, the incumbent management group resigned on the one hand, while the new big shareholders were going to load related assets, and the struggle for control over *ST for several months, which had been entangled in months and months, seemed to be drawing a new chapter.

    *ST Busen recently announced that 6 non independent directors and 2 supervisors, including Chairman Zhao Chunxia, submitted a written resignation report to the company. They resigned for personal reasons for personal reasons. Apart from the fact that the company will continue to perform its duties, the rest of the staff will not hold any positions in the company.

    From the hard wall to the clean up, the "loosening" of the company's management is evident in the reconciliation statement reached by the two sides in September 9th. Under the common goal of "shell preservation", the two sides agreed to reach agreement on major issues such as follow-up governance of listed companies as soon as possible. With the new and old two party forces moving from confrontation to a smooth transition, investors also responded to this "enthusiasm". *ST Busen shares rose 9.55% on 17 and 18 days.

    From fierce struggle to handshake.

    From the board of directors' interception of shareholders' motions to the shareholders' meeting, the *ST Busen management, which had staged the control of "war of defense", finally handed over all seats on the board and board of supervisors, leaving only one person to retain the position of general manager.

    *ST Busen announcements, the company recently received non independent director Zhao Chunxia, Feng Xue, Su Hong, Bai Liang, Li Xin, Meng fan Qi, and non staff representatives Pan Yi and Han Jia's written resignation report. The matter will result in the number of members of the board of directors and board of supervisors below the prescribed number. Therefore, the resignation of these persons will take effect from the date of the election of the new director and supervisor at the general meeting of shareholders.

    The announcement also disclosed that the big shareholder Dong Heng Zheng nominated Wang Chunjiang, Du Xin and other 6 people as the fifth independent directors of the board of directors, and two shareholders Shanghai Rui Wei nominated Wang Xiaokang and Cao Xuefeng 2 to compete for the board seats. It is reported that the directors will elect 6 non independent directors from the balance between the 8 candidates. According to the regulations, relevant motions will be submitted to the shareholders' general meeting held in September 27th.

    "The following companies will reorganize the board of directors and board of supervisors in accordance with legal compliance. Whether we can take over depends on the election of shareholders' meetings." In the view of Du Xin, vice chairman of Dongfang Heng Zheng, the collective resignation of the management is precisely the correction of the farce of the former shareholders' meeting. Backtracking can be seen, *ST Busen held in September 2nd the provisional shareholders' meeting, originally scheduled to consider the removal of Zhao Chunxia and other 8 directors and supervisors position of the motion, after "witness the lawyer can not participate in normal" and "aborted".

    The deadlock was finally broken by Zhao Chunxia's "big retreat". In fact, the two sides made a joint statement which was released in September 9th. The two sides decided to safeguard the interests of listed companies and realize the high quality development of listed companies as the "greatest common divisor". By strengthening the main business management, assisting the listed companies to develop new businesses, and jointly handling the violation of guaranty litigation, we will strive to achieve profitability in 2019.

    Duhin did not want to disclose details about the two sides' "turning hostility into jade and silk". However, the reconciliation statement has revealed some reasons: "for many days, regulators have repeatedly asked, supervised and interviewed relevant parties, stressed compliance with the law, and put forward specific guidance suggestions, which played an important role in solving the problem."

    Loading related assets to protect shells

    After years of civil war, recuperation and Realization of shell protection become the top priority of *ST Busen.

    Just two days after the "armistice agreement" reached between Eastern Heng Zheng and the current management, *ST Busen announced that it intends to make a price of 138 million yuan to acquire the 60.4% stake in the Guangdong letter exchange of Yi Lian Hui, and cut into the third party payment field. And Yi Lian Hui is an enterprise controlled by Wang Chunjiang, the East Heng Zheng control company. Therefore, this transaction constitutes a related transaction.

    Data show that Guangdong letter exchange is a central bank issued by the central bank issued the card payment business license payment business, the third party payment license is its biggest bright spot. *ST Busen confessed that the company was facing greater profit pressure in 2019, and it was urgent to expand its new business to make it possible to turn losses into profits. After acquiring the Guangdong mail exchange, the company will carry out relevant bank card collection and related technology supporting services based on licences, and cooperate with the partners of the aggregated payment business.

    How much valuation premium does scarce licence resources bring to Guangdong's mail remittance? According to the announcement, the book value of 100% of Guangdong's letter exchange is only 23 million 929 thousand and 800 yuan, and the value of this transaction is 230 million yuan, and the appreciation rate is as high as 860%.

    Such a high premium related transaction immediately triggered regulatory concerns. In the letter of concern issued by the Shenzhen Stock Exchange in September 16th, it requested the company to specify the specific circumstances of the valuation and to explain whether the transaction price is fair or not, and whether there is a case of interest transmission to related parties.

    From the performance indicators, in 2018, Guangdong Xinhui achieved a revenue of 4 million 851 thousand and 700 yuan and a net loss of 514 thousand yuan. In the first half of this year, its revenue rose to 5 million 194 thousand and 300 yuan and net profit 1 million 307 thousand and 700 yuan.

    "The acquisition of Guangdong mail remittance may not have immediate effect on improving the profits of listed companies," Duxin said in an interview with the Shanghai Daily. We are looking at its licence, which is equivalent to an entry qualification and business license, but we will carry out the specific business in another wholly-owned subsidiary.

    Fight hard. How to solve thirst in remote water has become a new problem in front of *ST Busen.

    Source: Shanghai Securities Journal Author: Lin Cong

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