After the actual controller of the Changfang Group changes, the LED industry will have actual control of the enterprise or will change.
Lianjian Optoelectronics announced on the evening of June 24 that the company's controlling shareholder, actual controller Liu Hujun, Xiong Yuyu, and the second largest shareholder He Jilun had initially reached an equity transfer intention with a large state-owned cultural media company (hereinafter referred to as the “transfereeâ€). After the completion of the share transfer, the control of the company will be changed, and the risk of liquidation of the controlling shareholder and actual controller of the company will be effectively resolved.
Gaogong LED understands that the transferee intends to acquire all the company shares held by He Jilun, accounting for 12.55% of the total shares of the listed company. As of the announcement date, He Jilun has accumulated a total of 75.75 million shares, accounting for 98.39% of its direct shareholding. At the same time, Liu Hujun and Xiong Yuyu also proposed to sell their shares with a total share capital of no more than 8% to solve their personal funding problems.
If the above transfer is finally completed, the transferee will hold 20.55% of the shares of Lianjian Optoelectronics, surpassing the shareholding ratio of Liu Hujun and Xiong Yuyu 15.94%, becoming the new controlling shareholder of Lianjian Optoelectronics.
As one of the listed companies in the domestic LED display industry, Lianjian Optoelectronics achieved a net profit of 104 million yuan in 2017, a year-on-year decline of 59.67%, and a non-net profit loss of 282 million yuan, down 254.86% year-on-year. This data also recorded the company. The first loss since listing. The main reason for this phenomenon is the inaccurate confirmation of the performance of some subsidiaries of the company and the provision for impairment of goodwill due to unsatisfactory performance.
Gaogong LED understands that the main reason is that the subsidiary's Sichuan time-sharing, accurate differentiation, and Beijing COSCO's previous commitments failed to meet the standards, resulting in the impairment of goodwill. On April 28th, due to the actual results and the performance report, there is a big difference in the expected data. LED display company Lianjian Optoelectronics has also issued an apology announcement.
In December 2013, Lianjian Optoelectronics announced that it intends to issue shares and pay cash to purchase 100% of the shares of Timeshare Media held by 12 counterparties such as He Jilun. Time-shared media promised that the net profit of deductions from 2013 to 2017 should not be less than 87 million yuan, 100 million yuan, 113 million yuan, 122 million yuan and 128 million yuan. However, the total non-net profit of the time-sharing media from 2013 to 2016 was 360 million yuan, a difference of 62 million yuan from the previous 422 million yuan, only 85.31% of the promised performance of the previous acquisition.
As of the end of 2017, He Jilun needed to compensate Lianguang Optoelectronics for 142 million yuan. Up to now, He Jilun’s shares have accumulated a total pledge of 98.39%, and the second shareholder of Lianjian Optoelectronics may not be able to repay the compensation. Therefore, the transfer of the shares of Lianhe Optoelectronics has become an effective means for He Jilun to resolve the crisis.
At the same time, the shareholders and actual controllers of Lianjian Optoelectronics, Liu Hujun and Xiong Yuyu, are also facing the risk of liquidation. At present, Liu Hujun's accumulated pledged shares account for 97.8% of its shares, and Xiong Yiyu's pledged shares account for 97.96% of its shares. The pledge of the shares of Lianjian Optoelectronics has approached 100%, and it is easy to face the risk of flattening again.
Therefore, the performance of the subsidiary is not up to standard and the controlling shareholder pledge shares have touched the liquidation line, which may have the risk of liquidation, or the reason why the actual controller of Lianjian Optoelectronics has transferred the actual control of the company.
However, it is worth noting that Lianjian Optoelectronics received the Notice of Investigation issued by the China Securities Regulatory Commission on December 7, 2017. As of the date of this announcement, the company has not yet received the final conclusion of the China Securities Regulatory Commission. According to the relevant provisions of the “Several Provisions of Shareholders and Directors of the Listed Companies on the Reduction of Sharesâ€, listed companies or major shareholders are suspected of committing crimes in securities and futures, and they are investigated by the China Securities Regulatory Commission or filed for investigation by the judicial authorities, and during the administration. If the penalty decision or criminal judgment is less than 6 months after the decision is made, the major shareholder of the listed company may not reduce the shareholding. The implementation of the transfer of the relevant shares shall be carried out on the premise of meeting the “Several Provisions of the Shareholders of the Listed Company and the Supervisors of the Directors of the Board of Directorsâ€.
The equity transfer is still in the planning stage. The relevant intermediary hired by the transferee still needs to conduct due diligence work on the company, and the relevant equity transfer matters must comply with the relevant provisions of relevant laws and regulations, and the specific transaction plan is still in discussion. Whether He Jilun, the second largest shareholder of Lianjian Optoelectronics, can repay the performance compensation through equity transfer, whether the actual controller of the company can effectively resolve the risk of liquidation, and see the specific progress of the equity transfer event.
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