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mergers and acquisitions, reorganizations, two registrations take effect in one day

2024-09-03

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2 families in 1 day.

on september 2, information disclosed on the official websites of the shanghai and shenzhen stock exchanges showed that the registration applications of china media group and huaya smart technology to issue shares to purchase assets have been approved by the china securities regulatory commission, and the registration effective date is august 30.

the fact that two registrations took effect within one day means, to a certain extent, that the m&a and restructuring market has picked up.

the reorganization registration of the two companies took effect

on september 2, the shanghai stock exchange’s official website updated and disclosed information showing that china media’s registration application for issuing shares to purchase assets has been approved by the china securities regulatory commission, and the registration will take effect on august 30.

the above information was also confirmed by the announcement of chinese media on the evening of september 2. chinese media announced that the company intends to purchase 100% of the shares of jiangxi education media group co., ltd. and 51% of the shares of jiangxi university press co., ltd. held by the controlling shareholder jiangxi publishing and media group co., ltd. by issuing shares and paying cash. the company recently received the "approval on the registration of the issuance of shares by chinese tiandi publishing and media group co., ltd. to purchase assets" (securities regulatory license [2024] no. 1230) issued by the china securities regulatory commission.

according to the report on the issuance of shares and payment of cash to purchase assets and related transactions disclosed by chinese media that evening, the transaction plan is that chinese media intends to acquire the publishing group's 100% equity in jiangjiao media and 51% equity in university press by issuing shares and paying cash. the transaction price is approximately rmb 2.271 billion, of which the transaction price for 100% equity in jiangjiao media is rmb 1.778 billion, and the transaction price for 51% equity in university press is approximately rmb 493 million.

according to chinese media, the main business of the listed company mainly includes traditional publishing business such as the publication and distribution of books, periodicals, and teaching materials, as well as new business forms such as new media, internet games, and digital publishing. the publication and distribution of books, periodicals, and teaching materials is currently the largest source of income and profit for the listed company. one of the target companies, jiangjiao media, is mainly engaged in the publication and distribution of periodicals; another target company, university press, is mainly engaged in the publication and distribution of books such as teaching materials. after the completion of this transaction, jiangjiao media and university press will become wholly-owned subsidiaries of the company, further enhancing the scale and market competitiveness of the listed company's publishing and distribution business in the field of periodicals and teaching materials, enhancing its sustainable operating capabilities, and being conducive to the company's sustainable development and in the interests of the company and all shareholders.

regarding the impact of this transaction on the financial indicators and profitability of the listed company, chinese media said that after the completion of this transaction, jiangjiao media and university press will be included in the listed company's consolidation scope, and the listed company's operating income scale and net profit attributable to parent company shareholders will further grow, and its profitability will be improved.

coincidentally, on september 2, the shenzhen stock exchange’s official website updated and disclosed information showing that huaya smart’s registration application for issuing shares to purchase assets and raise matching funds has also been approved by the china securities regulatory commission, and the registration effective date is also august 30.

on the evening of september 2, huaya intelligent also issued an announcement regarding receipt of the china securities regulatory commission's "approval for the registration of suzhou huaya intelligent technology co., ltd. to issue shares to purchase assets and raise matching funds."

the announcement stated that huaya intelligent intends to purchase 51% of the equity of suzhou guanhong intelligent equipment co., ltd. held by four counterparties, kuai haibo, xu jun, xu fei and liu shiyan, by issuing shares and paying cash, and at the same time issue shares to no more than 35 qualified specific objects to raise matching funds. the company recently received the "approval on the registration of suzhou huaya intelligent technology co., ltd. to issue shares to purchase assets and raise matching funds" issued by the china securities regulatory commission (securities regulatory license [2024] no. 1231).

according to the major asset restructuring report (registration draft) disclosed by huaya intelligent not long ago, this transaction consists of two parts: issuing shares and paying cash to purchase assets and raising matching funds. the issuance of shares and payment of cash to purchase assets is not subject to the successful implementation of raising matching funds, and the success or failure of raising matching funds will not affect the implementation of the issuance of shares and payment of cash to purchase assets.

in terms of issuing shares and paying cash to purchase assets, the listed company intends to issue shares and pay cash to kuai haibo, xu jun, xu fei and liu shiyan to purchase their 51% equity in guanhong intelligence. after the completion of this transaction, guanhong intelligence will become a holding subsidiary of the listed company.

in terms of raising matching funds, the listed company intends to raise matching funds by issuing shares to no more than 35 qualified specific investors. the total amount of matching funds raised this time shall not exceed rmb 284 million, the number of shares to be issued shall not exceed 30% of the company's total share capital before this reorganization, and the total amount of matching funds raised shall not exceed 100% of the transaction price of the assets purchased by issuing shares. the final number of shares issued shall be based on the number of shares issued registered by the china securities regulatory commission.

the recent m&a and restructuring market has picked up

data shows that since the beginning of this year, there have not been many cases of mergers and acquisitions of listed companies being approved by the csrc and registered to take effect, especially in the first half of the year.

since the second half of this year, the mergers and acquisitions of companies such as junxin co., ltd., avic electro-mechanical test co., ltd., and puyuan precision electronics co., ltd. have been approved by the csrc and have been registered and effective. among them, on the evening of september 2, two companies disclosed that their mergers and acquisitions were approved by the csrc and were registered and effective, which to a certain extent means that the merger and acquisition market has warmed up.