okbetcom| *ST Hong Tao responded to the Shenzhen Stock Exchange's letter of concern: the transferee intends to participate in the company's reorganization

* ST Hong Tao released on May 24thOkbetcomThe announcement on the reply to the letter of concern of the Shenzhen Stock Exchange explains the progress of equity transfer concerned by all parties.

The company said that Shenzhen Zhaojin Metal Network Trading Co., Ltd. (hereinafter referred to as "Shenzhen Zhaojin") and Hainan Dongfang Zhaojin Mining Co., Ltd. (hereinafter referred to as the "transferee" with Shenzhen Zhaojin), taking into account the progress of the company's judicial restructuring, adjusted its investment strategy and decided if the company entered the pre-restructuring or restructuring process. The transferee will participate in the reorganization of the listed company as the intended party of the industrial investor in accordance with the requirements of the manager and relevant laws and regulations, and if the subsequent court decides that the company does not enter the pre-reorganization or restructuring procedure, the transferee will continue to promote the transfer of shares in accordance with the signed Framework Agreement on share transfer (hereinafter referred to as the Framework Agreement).

"Shenzhen Intermediate people's Court confirmed the temporary manager of the company during the pre-restructuring period on May 23, 2024." * ST Hong Tao Dong Mi Suyi said in an interview with the Securities Daily that the follow-up will go through procedures such as openly recruiting investors and ruling * ST Hong Tao to enter the restructuring. The company is actively communicating with creditors, courts, government and prospective investors, while doing a good job in daily operation and management, actively cooperate with the relevant work of restructuring in accordance with the law and regulations. The specific circumstances of the reorganization shall be subject to the official announcement of the company.

Receive a letter of concern from Shenzhen Stock Exchange

Looking back, on the evening of February 4, * ST Hong Tao issued an equity transfer announcement. Liu Nianxin, the company's controlling shareholder, signed a "framework agreement" with Shenzhen Zhaojin, Hainan Zhaojin and the company on January 31, 2024. If this equity change is finally completed, * the real controller of ST Hong Tao will be changed to Ouyang Yong, the joint controller of Shenzhen and Hainan Zhaojin.

At the same time, Huizhou Zhonghe Building Decoration Materials Co., Ltd. also applied to Shenzhen Intermediate people's Court on January 29th, 2024 for the reorganization of * ST Hong Tao and applied to start the pre-reorganization process.

Recently, Hong Tao, ST, received a letter of concern from the Shenzhen Stock Exchange after the performance statement disclosed the progress of the equity transfer.

The Shenzhen Stock Exchange said that * ST Hong Tao held a performance presentation meeting on May 15, 2024, in response to investors' questions about the progress of the equity transfer, said that the "framework agreement" signed by Liu Nianxin with Shenzhen Zhaojin and Hainan Zhaojin was still valid, and the two sides continued to maintain close communication and contact, and further improved and optimized the relevant details of the cooperation.

In response to the concern letter from the Shenzhen Stock Exchange on March 16 this year, the company said that Shenzhen Zhaojin and Hainan Zhaojin suspended due diligence work, taking into account the progress of the company's restructuring work, and that there was still uncertainty about the follow-up progress of the Framework Agreement and whether the formal equity transfer agreement could be signed.

With regard to the differences between the two responses, the Shenzhen Stock Exchange asked the company to explain the details of the company's follow-up communication with Shenzhen and Hainan after the transferee "suspended due diligence" on March 16. it also explains the reasons and rationality for the transferee to continue to further improve and optimize the details of cooperation with the company after the "suspension of due diligence".

In this reply, * ST Hong Tao made a special statement on the ambiguous "suspension of due diligence": "suspending due diligence is neither suspending nor terminating cooperation." The company said that since its reply on March 16, it has communicated with the transferee through three meetings.

Specifically, at the meeting on April 11, Liu Nianxin, Ouyang Yong and others discussed the path for the transferee to realize "the manager applies for negotiation to determine the reorganization investor". On April 23, at the judicial reorganization meeting convened by the court, Hainan Zhaojin expressed its wish to become an investor in * ST Hongtao share restructuring industry. On May 14, Liu Nianxin, Ouyang Yong and others continued to discuss the path for the realization of "the manager's application for negotiation to determine the reorganization of investors."

It can be seen that after the suspension of due diligence, the transferee is still willing to participate in the reorganization of Hong Tao of ST.

"there are many ways to gain control of listed companies, and participating in the restructuring of listed companies is one of the least risky ways." In its reply, the company said that if the company has not entered the pre-restructuring or restructuring process, the transferee is also considering how to obtain a more cost-effective controlling stake in the company.

Waiting for coordination and reorganization

Since the transferee is sincere in wanting to take control of the company, why did he suspend the previous due diligence?Okbetcom?

In this regard, * ST Hong Tao said that the transferee comprehensively considered the progress of the company's restructuring work and the initial adjustment of the company, and believed that investing in the company by participating in the judicial reorganization process had more advantages in reducing investment risks and investment costs and improving investment returns.

At the same time, judicial restructuring can fundamentally improve the company's asset-liability structure, enhance the company's sustainable operation capacity, and achieve a win-win situation between the company and the transferee. Therefore, the transferee suspended the previous due diligence on the equity transfer, waiting to cooperate with the reorganization.

"it does have certain advantages to transfer the shares of the company through judicial restructuring." Lu Dingliang, a partner lawyer at Beijing Capital Law firm, said in an interview with the Securities Daily that in the process of judicial reorganization, the transferee may acquire the equity of the target enterprise at a lower cost, and can also have a better understanding of the current situation of the company, with better cost advantages and risk disclosure advantages.

Lu Dingliang said frankly: "through judicial restructuring, the transferee can conduct a comprehensive review of the assets, liabilities and business of the target enterprise with the assistance of the court and managers, so as to optimize the asset structure, which is difficult to achieve by direct equity transfer. Moreover, judicial reorganization provides legal protection mechanisms, such as the system of stopping interest calculation, which provides a relatively safe trading environment for the transferee. "

"in addition, through judicial procedures, the obstacles encountered by the transferee in the process of reorganization (such as the objection of creditors) can also be resolved through legal channels to better ensure the smooth conduct of the transaction." Mr Lu said judicial restructuring could provide transferees with more complex but possibly more favorable conditions than direct equity transfers, especially when dealing with companies with heavy debt burdens and complex structures. this approach is often seen as a more strategic and profit-maximizing option.

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