St Gold of the trend of the complex card is not closed, resulting in reorganization and stranded

"I didn't expect to fail again." "May 31, full of anticipation of the stock after the card can get good" harvest "Xiao Zhang disappointed to tell reporters.　　This is the St Gold (600722.SH) issuance scheme for the second time failure. The day, St gold to fall off the plate opening. 10:20 A.M., a sum of 150,000 hands will be pulled up to 6.33 yuan, the amplitude of 8.5%.　　The stock was still up 0.02 yuan at the close, although the immediately-gushing sale dropped the shares. Although St Gold has explained the restructuring failure, in the opinion of professionals, the explanation of the listed company is difficult to serve the public, "either deliberately deceive the small shareholders, or there is nothing."　　"One senior beijing-based investment banker thinks.　　St Gold of the major assets of the restructuring of the two failures behind, what is the story?　　The one-month-old leaflet, which was not closed to the reorganization and then stranded, did not see the desired result.　　April 30, St. Gold announced that "is with the actual control and its associated people to discuss major issues" suspension, and promised 30th to give a major asset restructuring plan, otherwise in the stock resumption of trading within 3 months will no longer plan major assets reorganization matters. This is also a major asset restructuring St Gold suffered Waterloo for the second time.　　In fact, the St-Gold Restructuring program has been conceived 2 years ago, its first non-public release was stillborn. The thought ushered in a substantial shareholder with considerable strength, the company will be on the right track.　　But St Gold shareholders did not think of the company "Nirvana Rebirth" unexpectedly encounter so many frustrations. As early as December 21, 2007, due to the former major shareholder Hebei Cang Group was liquidated, when the energy of the Taurus Power (000937.　　SZ) through the public auction, to 70 million yuan to obtain Cang Group held by the St Gold (when called St Cang) 127.6548 million shares, and become the company's largest shareholder.　　The arrival of the new major shareholder, combined with the energy of the high power, as well as the follow-up assets injected Lenovo, the news announced, the St. Gold to pull 13 of trading. However, the short-lived.　　June 3, 2008, when the St Gold announced suspension, in the preparation of energy to start to restructure its assets, trouble will not come.　　One months later, July 2, St. Gold and issued a license to buy assets and related trading plans issued shares.　　The reorganization plan, which was guotai by the investment banking division, showed St Gold will be through to Hebei Energy, Xing Mining group issued shares, the purchase of energy under the Hebei Xingtai Jinniu Fiberglass Limited Liability company 100% Equity and related to the company does not exceed 400 million yuan of liquid assets, and Xing mining group under the jurisdiction of Taurus Potash branch of all assets.　　Although the above non-public offerings have been approved by the Hebei provincial Sasac, they have been stranded because of the difficulty in compiling earnings forecasts for injected assets and the inability to complete the assessment of related assets.　　Two years later, St Gold restructuring plan again blocked, but the reason is different from last time. According to St Gold of May 28, the announcement said that the company and the actual control and controlling shareholderThe reorganization of the plan has been basically agreed, but because the company December 23, 2006 received the SFC "case investigation notice" has not been closed, resulting in this plan stranded. "We have not received a report, the previous audit from the asset perspective is no problem, but only the plan, the SFC and the relevant audit through before you can."　　Hebei Province SASAC related responsible people told reporters.　　As the asset injection has been unable to carry out, the Hebei-China energy into the St gold, the company's fundamentals have not changed-2008 per share of a huge loss of 3.54 Yuan, 2009 St gold per share of earnings still-0.06 yuan. "If the company loses its losses this year, it will suspend the listing for three consecutive years."　　"The fact that St gold's net profit once again lost and up to $1.6 billion trillion in negative equity in the first quarter has also allowed shareholders to begin to pinch their future," said investment bankers.　　A set of standard two scales? Investors are not buying into the reasons for the failure of the restructuring given by St Gold.　　Xiao Zhang even believes that the reasons given by the company are suspected of fraud. "If it is because the company has not closed the case for investigation, 2008 is also unable to publish the plan, because the file is at the end of 2006, since the last plan, why not this time?"　　The investor asks.　　The reasons for the failure of the Beijing investment bankers to announce the restructuring of St Gold are also said to be "not understood", "the relevant provisions are true, but since the announcement, the basic has not been implemented."　　May 2006, the SFC issued the "listed companies in the issuance of securities management measures," 39th fifth, stipulates that "listed companies or their current directors, senior managers for suspected crimes are being investigated by the judicial authorities, or suspected violations of the Securities and Futures Commission is under investigation", not non-public issue of shares. "In fact, many St companies have been filed for investigation, but the mistake is the predecessor of major shareholders and management legacy, and reorganization is the new major shareholders to do after the entry, so the actual operation is basically unaffected."　　Said the investment bankers frankly. This is true indeed.　　For example, May 20, under the conditions of a major asset reorganization audit of St copper on December 20, 2008 issued a major asset reorganization plan. But at this time, St Zhang copper is under the SFC for investigation.　　Data show that St Zhangtong June 30, 2008 was investigated, has not yet closed.　　and St Zhang Copper not only published the "issue shares purchase assets and major assets reorganization report", but also on June 19, 2009 and May 20, 2010, respectively, the State Council SASAC and the SFC and the restructuring of the Committee approved. than St Zhang Copper earlier clearance of the edge Light Industry (600629.SH) is also so.　　Prism industry was investigated on December 29, 2006 and has not yet been closed, but the issue of major asset reorganization and directed issuance of shares was passed this May 10. Compared with the previous two, Tianjin Songjiang (600225).　　SH) experience slightly bumpy. October 2008 24Day, said St. Tian Xiang Tianjin Songjiang announced the sale of major assets and to specific objects issued shares purchase assets and related Transactions report.　　Two months later, the company announced that the plan by the Securities and Futures Commission listed companies to reject the merger and reorganization, but did not give a reason for the veto.　　April 17, 2007, St Day incense in violation of relevant laws and regulations by the SFC for investigation, this factor at that time was also considered by the market is the company's restructuring program is the direct cause. But January 23, 2009, the company's restructuring program was approved by the merger and reorganization Committee. At that time, St Day Incense Case investigation has not been closed.　　Until February 22 this year, the completion of reorganization and renaming of Tianjin Songjiang received the SFC issued the "Administrative penalty decision." The real reason is confusing "there are many kinds of cases, as long as the reasons for the investigation does not constitute an impact on the reorganization of the matter, or you can not pass."　　May 31, the SFC listed companies merger and reorganization Committee members, Ping an securities President Shironen to accept our correspondent.　　However, Shironen admits that he has not yet encountered a case of the reorganization of cases caused by the investigation. St Gold announced that the company was mainly suspected of "false statement" by the SFC Tianjin Bureau of Investigation, in December 2007, Beijing Dacheng law firm has issued a legal opinion on this matter, that "the investigation results will not have a substantial impact on the company's follow-up operations."　　"In order to meet the reorganization conditions, St Gold will replace the original management, but has not avoided misfortune."　　Beijing investment bankers believe that, in contrast to Shirong's views and the legal advice given by intermediaries, it is clear that the cause of St gold's filing is not enough to affect corporate restructuring.　　In this case, the real reason for the failure of the St gold restructuring began to become confusing.　　Reporters on this matter contacted Guotai investment Banking department, but the project team members do not recognize this involvement, so declined to interview.　　St Gold of the Secretary Chuling learned the reporter's interview intention, always unwilling to answer directly.　　In fact, the A-share market is not a vague phenomenon of the reasons for restructuring failure.　　April 6, St Chang Fish (600275.SH) announced the cessation of major asset restructuring, said, although "at present with the controlling shareholder and the reorganization of the restructuring of the agreement has been agreed", but because "the relevant procedures have not been completed in time" failed. "Since the formalities have not been done well, why to suspend business, what is the formalities, later still can be done, when it can be done well, these problems companies do not notice, I believe that the company is either a secret, or there are unspeakable secrets."　　Said the investment bankers frankly.　　Why the St Gold Mashiqianti repeatedly in front of major assets reorganization, the future of the restructuring of the road will evolve, this newspaper will continue to pay attention.　　Reporter Blog Know it is still more to know the reason why the investment belongs to meticulous life, I wait for grass people fry in heaven or hell, often in the can find a very solution between. However, at the end of May, after the failure of the one-month-old St-gold reorganization, the tens of thousands of shareholders were ambiguousReasons. where？　　Procrastinate investors lost again.　　In fact, the Wang Xiaoshi case has prompted the SFC to launch a series of reform initiatives, such as the public issuance of the Audit Committee list during the IPO review, the need for the issuing committee to give reasons for the passage and rejection and the retention of working papers, and the real-name voting. Affected by this, the audit process of listed company's securities issue changed.　　July 2008, the CSRC merger and reorganization Committee for the first time to the Silver Star Energy (000862.SZ) directional additional scheme gives the veto opinion. , the SFC's merger and reorganization Committee has given eight aspects, including land-use financing, asset valuation, taxation and high debt rate.　　The above opinions are issued by the SFC in the form of documents, and listed companies shall announce them. However, after a brief period of transparency, the review of major asset reorganization has sunk into chaos.　　"The relevant conditions are not mature", "the relevant procedures have not been completed in time" and other vague words, have been considered as a reorganization is not justified. I just want to know why the company was not.　　"St Gold Investor's helplessness is palpable. What makes listed companies and intermediaries so secretive? For the sake of profit or other unknown purpose, we cannot speculate.　　However, it is difficult to rule out whether some people use asymmetric information to make huge profits.　　And the listed companies in the approval chain of asset reorganization, including SASAC, listed companies and intermediary agencies and other links, the SFC will undoubtedly grasp the ultimate right of speech.　　As far as possible to make the merger and reorganization of the audit process open, transparent, for all parties are acts of kindness, no matter which party should not be simple "conditional pass" or "failed" to stall investors. From an investor's point of view, even if the reorganization fails, the reason for the failure of the announcement can also make it possible for a reasonable investment decision. Avoid the need for loss; from the institutional point of view, publishing failure causes the latter to avoid making the same mistakes, reducing unnecessary transaction costs; from regulators, it allows regulatory power to be monitored by the market and run in the sun. (Zheng)