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html On the 123rd, in response to Ningbo Fubon's previous major asset sale and related transaction plan, it is expected that it will receive a 50% consideration from the controlling shareholder by the end of 2018, and ultimately failed to achieve the eventual failure. The Shanghai Stock Exchange issued a regulatory work letter to Ningbo Fubon.On October 11, 2018, Ningbo Fubon announced that in view of the continued losses in the company's aluminum plate and strip business, in order to improve asset quality, reduce operating costs and improve profitability, the company plans to transfer assets and liabilities related to the aluminum plate and strip business to the controlling shareholder Fubon Holdings at a price of approximately 129 million yuan.
Before this transaction, Ningbo Fubon conducted an internal restructuring of the target assets, so the target assets of this transaction were collected into two parts for delivery: one is 100% equity of Fubon Aluminum, which is established by Ningbo Fubon with assets and liabilities related to the aluminum plate and strip business as of May 31, 2018 (i.e., the target assets excluding bank liabilities) at a net book value of RMB 256.3164 million. The aluminum plate and strip business and corresponding assets, liabilities and personnel are undertaken by it; the other is bank liabilities, which are bank liabilities of Ningbo Fubon as of May 31, 2018, including a total principal and interest of RMB 267.2035 million.
Fubon Holdings will pay a transaction consideration of RMB 128.50 million in cash, acquire 100% of Fubon Aluminum's equity and undertake bank liabilities.
On December 29, 2018, Ningbo Fubon announced the progress of the transaction, saying that the company had received a second 30% cash consideration of 38.55 million yuan from Fubon Holdings in accordance with the relevant payment agreement of the "Major Asset Sale Agreement". As of the date of announcement, Fubon Holdings has paid a total of RMB 77.1 million in cash consideration for the target assets of this transaction.
Ningbo Fubon disclosed in his reply to the Shanghai Stock Exchange's inquiry letter that " is expected to be able to complete the industrial and commercial changes of Fubon Aluminum before the end of 2018 and receive the equity sale consideration paid by the counterparty to the transaction exceeds 50% (the consideration received includes the cash consideration received and the bank debt actually transferred or paid by the counterparty to the transaction)".
After the industrial and commercial change procedures for the transfer of 100% equity of Fubon Aluminum, the auditing agency's audit of the transition period from the evaluation base date to the completion date of the delivery has not yet ended. Some funds under the "Major Asset Sale Agreement" must be paid by Fubon Holdings after the period profit and loss report is issued, resulting in the above-mentioned 's expected payment consideration of more than 50% failed to meet .
As of the date of the announcement, the cash consideration paid by Fubon Holdings in accordance with the agreement was RMB 77.1 million, accounting for 60% of the transaction consideration of RMB 128.5 million. Among the bank liabilities undertaken by Fubon Holdings in accordance with the agreement, the loan of 500,000 yuan involved in the expiration of the 500,000 yuan after the transaction agreement takes effect, and Fubon Holdings has repaid it on its behalf; the bank loans due before the expiration of the period must be paid by Fubon Holdings after the period's profit and loss report is issued. However, in order to ensure the stable operation of the company during the transition period, Fubon Holdings has repaid the loan of 65 million yuan due during the transition period in advance.
In addition, Ningbo Fubon issued an announcement on the evening of January 10 that all 49.8201 million shares of the listed company (accounting for 37.25% of the total share capital) held by the company's controlling shareholder Fubon Holdings have been frozen by the judicial system.
According to Fubon Holdings' "Notice" , the share freezing matter involves the guaranteed contract dispute between China Supply and Marketing Group Co., Ltd. and Fubon Holdings accepted by Zhejiang Higher People's Court . Due to an economic dispute between China Supply and Marketing and Fubon Holdings' affiliated enterprises on the soybean contract involved in the payment of expenses in the contract guarantor of Fubon Holdings, China Supply and Marketing unilaterally requested property preservation during the negotiation and communication with Fubon Holdings on the contract dispute.