2024-09-25
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the chairman and general manager were detained and a case was filed. not only did the stock price "take off" before the news was made public, but the restructuring that kerryd was planning also added uncertainty.
kaired announced on the evening of september 24 that it had recently received a "notice of detention" and a "notice of case filing" issued by the supervisory committee of duodao district, jingmen city. the company's chairman and general manager ji xiaowen was investigated and detained for suspected bribery.
it is a critical time for kairuide to plan a major asset restructuring. the company disclosed on august 5 that it plans to acquire 29.01% of the shares of beijing state grid electric power technology co., ltd. (hereinafter referred to as "state grid electric") at a price of no less than 387 million yuan. the formal agreement has not yet been signed. the industry believes that the case against the chairman may have a certain impact on the company's acquisition plan.
in the recent period of alternating release of positive and negative information, the stock price of kerry has shown signs of "running ahead". before the chairman was investigated and made public, the stock had fallen for three consecutive days.
regarding issues such as the detention of the chairman and the preemptive rise in stock prices, the first financial reporter called the official website of kerry several times but was unable to get through.
stock price “push down” before case is filed
kaired disclosed on september 24 that ji xiaowen was investigated and detained by the jingmen duodao district supervisory committee on suspicion of bribery. currently, the company's daily operations are presided over by deputy general manager and secretary of the board zhu xiaoyan.
according to public information, ji xiaowen had a background in finance in his early years, and worked in the shandong branch of the bank of china and the qingdao office of china orient asset management. after that, he successively served as a senior executive in shandong jiufa edible fungi co., ltd. and huicheng technology, and participated in many corporate restructuring matters.
since 2019, ji xiaowen has served as the chairman of kairuide and has repeatedly "managed" the company's reorganization. in june 2020, kairuide signed a cooperation agreement with the jingmen municipal government and changed its registered place to jingmen city. in 2021, the jingmen intermediate people's court ruled to accept kairuide's bankruptcy reorganization case and approved the reorganization plan. in november 2022, kairuide wanted to transfer the shares retained in the reorganization plan to ningbo goethe yingxiang trading co., ltd. at a price of 298 million yuan, but ultimately failed.
after years of "trouble", the company's performance still has a large loss. financial report data shows that from 2020 to 2023, kairuide's net profit was -202 million yuan, 9 million yuan, -11 million yuan, and 2 million yuan respectively, with a loss of more than 200 million yuan in four years. in february 2021, kairuide was once issued a "delisting risk warning" by the shenzhen stock exchange due to the financial delisting criteria.
in the first half of this year, kairuide's performance improved slightly. in the first half of the year, the company's operating income was 328 million yuan, a year-on-year increase of 123.32%; net profit was 4.6086 million yuan, turning losses into profits year-on-year.
before the news of the chairman being investigated was released, the stock price of kairuide had already "dived" in advance. during the three trading days from september 20 to 24, the stock price fell by 11.61%. after the bad news was announced, the stock price rebounded. today, the stock price closed at 4.15 yuan per share, up 4.8%.
this is not the first time that kerry's stock price has "taken off the lead". on august 5 this year, kerry announced that it was planning a major asset restructuring. before the news was made public, kerry's stock price had risen for three consecutive days. on august 5, against the backdrop of the weakening shanghai and shenzhen indices, it rose to the daily limit against the market trend, and hit the daily limit before 10 o'clock in the morning.
will it have any impact on major asset restructuring?
the original actual controller of kairuide was under regulatory attention due to illegal and irregular behavior. according to the announcement, on august 29, 2023, kairuide was filed by the china securities regulatory commission for suspected illegal and irregular information disclosure. as of now, the investigation by the china securities regulatory commission is still ongoing.
kairuide's previous information disclosure violations were related to the crimes committed by its former actual controllers wu lianmo and zhang peifeng. the company said in the announcement that it had filed a criminal report with the public security authorities regarding the company's illegal and criminal acts by wu lianmo and zhang peifeng, and the case had been accepted.
the focus of the industry is whether being involved in multiple cases will affect the major asset restructuring planned by kaired?
on the evening of august 5, kairuide disclosed two major measures: major asset restructuring and judicial transfer of shares. according to the announcement, kairuide intends to acquire no less than 29.0134% of the shares of state grid power from hainan qing intelligent source technology center (limited partnership), zhou ziguan, and beijing qingying smart technology center (limited partnership) at a price of no less than 387 million yuan, becoming the largest shareholder of state grid power.
at the same time, according to the ruling of the jingmen intermediate people's court and the approval of the company's bankruptcy and reorganization creditors' meeting, kaired plans to transfer 53,352,677 shares to the above three state grid power shareholders through judicial means, with a total planned transfer price of 155 million yuan.
the company said in the announcement that the transaction is still in the planning stage, and the due diligence, audit, and evaluation involved have not been completed. the company is still communicating, negotiating, and demonstrating the transaction plan with the counterparty and relevant parties. the two parties have not yet signed a formal agreement.
an industry insider told the reporter that, given that the two parties have not yet signed a formal agreement, the negative news of the chairman being detained may have a certain impact, but the specific situation depends on the progress of the negotiations.
in addition, the industry believes that even without this negative news, the transaction itself has many uncertainties.
on the one hand, the transaction target state grid power is not a central enterprise and its scale is not large. according to the announcement, state grid power was established in 1997 with a registered capital of 94.3487 million yuan. it was a direct subsidiary of the former state grid corporation. after mixed ownership reform and equity listing transfer, it has now developed into a new type of power system new energy aggregation control and service provider. according to qichacha data, the company's registered capital is 94.34 million yuan, and the number of employees in 2022 is only 33.
on the other hand, the financial pressure of kerry's acquisition of state grid power is relatively large. according to the announcement, the acquisition amount is expected to be 387 million yuan. excluding the 155 million yuan of share transfer, kerry may need to pay about 232 million yuan. however, according to the latest financial report, as of june 30, 2024, kerry's cash on hand was only 27.04 million yuan.
perhaps considering the funding issue, kerry mentioned in the announcement that the above transaction price will be deferred and paid in installments as a performance commitment assessment condition. the specific payment method and payment arrangement will be confirmed in the formal transaction documents to be signed later.