2024-08-18
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Reporter of China Business Network: Wu Zepeng Editor of China Business Network: Wei Guanhong
August 17,Lingnan Shares(002717.SZ, share price 0.93 yuan, market value 1.635 billion yuan) issued an announcement, announcing that Zhongshan Talent Innovation and Entrepreneurship Ecological Park Service Co., Ltd. intends to acquire part of the "Lingnan Convertible Bond" holdersBondsRecently, Lingnan Shares announced that after the expiration of the "Lingnan Convertible Bonds" it issued, there were still 456 million yuan of principal and interest that could not be redeemed. Because the company has a state-owned shareholder background in Zhongshan City, Guangdong Province, it was called "the first state-owned enterprise convertible bond default."
According to the announcement, the preliminary acquisition plan is to acquire the "Lingnan Convertible Bonds" from the holders of the "Lingnan Convertible Bonds" as of the close of August 14, 2024. Among them, if the bondholders hold no more than 1,000 "Lingnan Convertible Bonds", they will be acquired according to the total number of bonds they hold; if the number of bonds held exceeds 1,000, partial acquisition will be made, limited to 1,000 bonds.
A reporter from the "Daily Economic News" noticed that the initial acquisition plan was 100.127 yuan per share, that is, the acquisition price was 15% higher than the average closing price of "Lingnan convertible bonds" for 20 consecutive trading days before August 9, 2024 (including that day).
In fact, if the redemption can be successfully completed, the original agreed redemption price of "Lingnan Convertible Bond" is 107 yuan per bond (including the last interest payment and tax), which is much higher than the current purchase price. However, the reporter found that the price of "Lingnan Convertible Bond" has fluctuated greatly this year, and the price of each bond has fallen to more than 50 yuan.
Lingnan shares publicly issued 6.6 million convertible corporate bonds on August 14, 2018, with a par value of RMB 100 each and a total issuance amount of RMB 660 million. The bond code is "128044". According to the provisions of the prospectus, the convertible corporate bonds issued adopt an interest payment method of once a year, and the principal and the last year's interest will be repaid upon maturity. The last trading day of "Lingnan Convertible Bonds" is August 9, 2024, and the last conversion date is August 14, 2024.
However, since May this year, Lingnan Shares has repeatedly issued risk warnings on possible redemption risks in the announcement documents related to "Lingnan convertible bonds" based on its own operating conditions and monetary status.
Lingnan shares' operating income mainly comes from ecological environment construction and restoration business and water services.Environmental governanceAccording to the announcement, the company achieved operating income of 2.13 billion yuan in 2023, a year-on-year decrease of 17.08%, and realized a net loss of 1.096 billion yuan attributable to shareholders of the listed company, and the net cash flow generated by operating activities was -279 million yuan.Debt-to-asset ratio85.47%。
On August 15 this year, Lingnan Shares issued an announcement that the "Lingnan convertible bonds" could not be redeemed on time, stating that the remaining amount as of August 13 was 489.535 million yuan, and the company's existing cash could not repay the principal and interest on time.
In addition, Lingnan Shares also announced that as of the end of the first quarter of 2024, the company's cash balance was approximately 250 million yuan and accounts receivable was approximately 2.345 billion yuan. The company's accounts receivable were delayed due to the tight local fiscal situation, and 164 million yuan of funds were frozen in the bank account.
In the latest announcement, Lingnan Shares stated that as of August 14, the remaining amount of "Lingnan convertible bonds" was 456 million yuan.
For the holders of "Lingnan Convertible Bonds", Zhongshan Talent Innovation and Entrepreneurship Ecological Park Service Co., Ltd. may be regarded as "a timely help". Lingnan Shares announced that the company is planning to acquire part of the "Lingnan Convertible Bonds" and related rights.
A reporter from the "Daily Economic News" found through Tianyancha that the two upper shareholders of Zhongshan Talent Innovation and Entrepreneurship Ecological Park Service Co., Ltd. are Zhongshan Financial Investment Holding Co., Ltd. and Zhongshan Investment Holding Group Co., Ltd. After tracing back, the State-owned Assets Supervision and Administration Commission of the Zhongshan Municipal People's Government holds 92.5728% of the shares, and the remaining shares are held by the Guangdong Provincial Department of Finance.
It seems that in the end, the "first case of default of state-owned enterprise bonds" may be "backed up" by local state-owned assets.
In fact, it has only been two years since Lingnan Shares acquired state-owned assets. On September 14, 2022, Zhongshan Torch Huaying Investment Co., Ltd. (hereinafter referred to as Huaying Company) established Zhongshan Huaying Industrial Investment Partnership (Limited Partnership) and invested 302 million yuan to acquire 5.02% of Lingnan Shares, and obtained the voting rights corresponding to 17.32% of Lingnan Shares entrusted by the original actual controller Yin Hongwei through signing the "Conditional Effective Share Transfer Agreement", "Share Voting Rights Entrustment Agreement" and "Conditional Effective Share Subscription Agreement". At present, all the equity corresponding to the voting rights have been pledged or frozen.
Behind Huaying Company is the Management Committee of Zhongshan Torch High-tech Industrial Development Zone (hereinafter referred to as the Torch District Management Committee). At the end of December 2022, Lingnan Shares issued an announcement on change of control, announcing that after the change, the actual controller of the company would be the Torch District Management Committee.
Lingnan Shares introduced that since the state-owned assets of Zhongshan Torch District acquired Lingnan Shares, in order to actively support Lingnan Shares in its relief efforts, it has subsequently provided Lingnan Shares with a total of 1 billion yuan in loans and 224 million yuan in financing guarantees.
However, regarding the acquisition of corporate bonds, Lingnan shares emphasized that Zhongshan Talent Innovation and Entrepreneurship Ecological Park Service Co., Ltd. will subsequently claim creditor's rights from the company based on the acquired bonds, and there is no major impact on the listed company.Asset RestructuringOr file for a bankruptcy reorganization plan.
Although the defaulted bonds held by investors may be acquired, investors still have doubts, for example, how will the acquisition be carried out? How to deal with the part of bonds exceeding 1,000? The original price of 107 yuan per bond is now only 100.127 yuan per bond. Is it considered "cutting leeks"?
For example, the reporter saw an investor leave a message in a stock forum asking: "Those who bought less can be happy, but what about those who bought more? What if you bought 2,000 shares? Should you keep the remaining 1,000 shares as a souvenir?"
In addition, in terms of price, according to the "Prospectus" when Lingnan Shares issued bonds, within 5 trading days after the expiration of the convertible corporate bonds issued this time, the company will redeem all unconverted convertible bonds from investors at a price of 7% above the par value of the convertible bonds (including the last interest payment). That is, the total redemption price of the "Lingnan Convertible Bond" upon maturity is 107 yuan per bond (including the last annual interest payment, including tax).
Of course, the proposed price of this acquisition is much lower than the price of 107 yuan per bond, but compared with the trading price of Lingnan convertible bonds this year, this price is not low.Oriental FortuneAccording to data, in the 147 trading days from January to August 9 this year, the lowest price of Lingnan convertible bonds was 51.265 yuan per bond, the highest price was 114.109 yuan per bond, and the average price was 93.264 yuan per bond. Since April this year, the price of Lingnan convertible bonds has mostly been within 100 yuan.
In addition, investors should note that this bond acquisition is a partial acquisition by a third-party entity to the holders, and the acquisition requires the consent of the relevant bond holders. In other words, if the holder does not explicitly express his consent, the "Lingnan convertible bonds" held by the bond holder will not be acquired.
Daily Economic News
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