Herme Group Sells Shell Failure Hero Mutual Entertainment Termination Cooperation

After 43 days, the hero interacts to terminate the 002356.SZ.

Herme group announced today that the company decided to terminate the share pfer agreement unilaterally due to one of the trading partners, Dino investment (hero mutual entertainment controlling shareholder), and the company and hero interacted on the agreement of absorption and merger signed in March 1st and terminated automatically.

The board of directors will carefully study and decide whether to terminate this major asset reorganization.

Affected by this news, Herme group opened after the afternoon, the stock price plummeted until the limit, closed at 14.97 yuan / share.

As for the reasons for the termination of the pfer agreement, the announcement of the hero's entertainment is due to the breach of Herme group.

The hero mutual entertainment announcement said, because Hanqiao Machinery Factory Limited (hermax group's largest shareholder), Wang Lei, Dino investment and Herme group failed to fulfill relevant agreements as scheduled, it will terminate the relevant proposals for the restructuring and listing pactions.

In other words, the termination of the acquisition is indeed a proposal by the hero mutual entertainment company, but the essence is the breach of Herme group.

Despite the fact that the hero has interacted with each other to terminate the backdoor case, the hero responded with exclusive response. He is still looking for the high quality shell side to seek the listing.

The failure of the takeover was actually foreshadowed in the contents of the announcement of Herme group in March 3rd.

The takeover plan has announced a very important premise for the acquisition: payment of the bond payable, and the announcement of guarantee liability under the guarantee contract for the maximum amount of entrusted loans signed by the Limited by Share Ltd's credit micro loan Limited by Share Ltd.

But the hero mutual entertainment announcement shows that neither of these two points has fulfilled their promises.

The notice pointed out that the merger and equity pfer are mutually exclusive.

If Hanqiao machinery triggers the relevant provisions in the share pfer agreement, including but not limited to: 1) not paying Dino's investment bond of 200 million yuan, 2) within 10 working days after the disclosure of the plan, the listed company has not terminated the other two requirements of the guarantee contract under the guarantee contract of the maximum amount of entrusted loans signed by the Huizhou Hao Ning Da Technology Co., Ltd. and the Wuhan credit micro loan Limited by Share Ltd, and the Dino investment has the right to unilaterally terminate the equity pfer paction.

Therefore, there is a risk of premature termination of the paction due to Hanqiao's machinery default.

The announcement of hero mutual entertainment shows that Dino's investment has given a certain grace to the time and amount of Hanqiao machine and Wang Lei's payment of debt guarantee.

But Hanqiao machinery and Wang Lei repeatedly violated the agreement between the two sides and repeatedly violated their commitments to Dino investment.

As of April 2, 2019, Hanqiao machinery and Wang Lei had not paid a total of 200 million yuan in debt repayment to Dino investment, and the Hertz group has not yet provided evidence for Dino investment, which has proved that its subsidiaries and its subsidiaries have terminated the guaranty duty under the guarantee contract for the maximum amount of entrusted loans.

As a result, the hero's mutual amusement relieves the Herman group's takeover plan.

Teng Yun, a senior lawyer engaged in the M & a industry, told the interface news that the repayment bond was quite common in the takeover case, mainly in the debt based takeover.

In particular, the acquisition or acquisition of a party with huge debts needs the other side to undertake, which is a very important trading condition, or even a premise.

Obviously, when Herme Group intends to acquire heroes and entertain each other, the debt of Herme group is a point that both sides are very fond of. Therefore, the margin payment is specifically listed as the precondition for purchase.

Herme group's financial crisis signs have already appeared.

Herme group was founded in November 1994 and listed on the Shenzhen stock exchange in February 2010.

The group is located in "international brand operation service providers".

But now, Herme group has been more and more biased in P2P finance.

According to the performance forecast issued by Herme group, it achieved 1 billion 938 million yuan in 2018, a decrease of 19.6% compared to the same period last year, and a net loss of 1 billion 388 million yuan attributable to the parent company, down 1064% from the same period last year.

In addition, total assets and net assets have also shrunk dramatically.

The sharp decline in profits and asset size is directly related to the impairment of goodwill. From the point of impairment, Herme group "planted" in P2P finance.

In the middle of 2018, he made a loan of 700 million yuan for loan impairment and risk preparation, which directly reduced the profit attributable to shareholders of listed companies by 357 million yuan.

Herme group is also a well-known "sell shell" specialist in the capital market.

In August 2018, Herme group announced that it was planning to acquire Beijing Oriental car cloud Information Technology Co., Ltd. (easy to the main body) equity.

However, the acquisition of Yi group by Herme group has not been successful.

In November 15, 2018, Herme group announced that, in view of the changes in the capital market environment and industrial policies, there is a greater uncertainty risk to continue the cooperation. Dongfang car cloud intends to independently declare IPO inside or outside the country.

In addition, the announcement information shows that Herme group has been classified as a dishonest executor, a shareholder of Hanqiao Machinery Factory Limited, a controlling shareholder of the case, and a dispute over the financial loan contract between Beijing first investment limited liability company and Wuhan credit micro finance Limited by Share Ltd.

As of the three quarterly report in 2018, Herme group had already seen a liquidity crisis.

As of the three quarter, its book cash was only 332 million yuan, while current assets were less than current liabilities.

It is also reasonable to fail to pay the 200 million yuan repayment bond.

On the other hand, investors who have been lurking into Herme group may have some pain in the short run.

Since March, Herme group announced the acquisition of hero mutual entertainment and resumption of trading, the company's share price from 6.17 yuan / share up to 21.41 yuan / share, or more than 180%.

And once the takeover fails, the early gains will be inevitable.