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For Eastern Electric (002074) planning a major reorganization of assets since December 19 last year, the suspension has been three months, today the company disclosed the asset restructuring plan, to be adopted by the replacement of assets and issued shares merger of Biological and Chemical Corporation, Shandong Run Silver to raise matching funds, after the completion of the transaction, the Eastern Electric transfiguration urea production companies, the The Rising Group will hold 59.64% of its shares, to become the controlling shareholder the the Rising Group's controlling shareholder Picking silver to become the actual controller of the company.
Eastern Electric's major asset restructuring program to develop new shares convertible merger issue price of 5.34 yuan / share, the number of shares in issue of 669 million shares. The main content of the program include: Eastern Electric all of the assets and liabilities and rising asset replacement, the equivalent of shares held by the of some dampening silver chemical fountain Silver Chemical at 4.061 billion yuan. Eastern Electric's existing staff set out assets recipient Rising Group or its designated third party to undertake.
Eastern Electric is also intended to be no more than the non-public offering of shares of the 10 specific object matching financing. Under the program, matching the amount of financing is expected to more than 1.1 billion yuan, the intended issue price of not less than 4.81 yuan / share, the number of shares issued does not exceed 229 million shares.
In addition, in order to protect the interests of the shareholders of Eastern Electric, the convertible merger by Rising Group or its designated third dissenting shareholder cash option. Eastern Electric dissenting shareholders to exercise the cash option may effectively reporting each shareholder of the shares of the electrical source, the implementation date of the cash option, the cash consideration paid by the cash option, the specific price per share 5.34 element, and the transfer of shares to the cash option provider.
The reasons for the reorganization, Eastern Electric, said the company's existing operations in stable condition, but the future development of the limited space, the continued growth of the main business exists some uncertainty. The company belongs to 126kV and below voltage transmission and distribution equipment in the field, many of the manufacturers in the field of industry concentration is low, and the degree of product homogeneity serious. And since 2011, the State Grid Corporation of gradually provinces network company's own bidding rights to recover, to start the implementation of centralized bidding, also the company's major competitors into the transmission and distribution of industry-wide production enterprise.
The reorganization object Run Silver Chemical main business is the production, research and development and sales of urea, the industry in which nitrogen fertilizer manufacturing industry. 2011 year 2012 net profit of 215 million yuan, 364 million yuan.
Run Silver Chemical 2013 year 2014, 2015, 2016, and 2007 net profit forecast compensation agreement, the two sides signed the reorganization the number of non-recurring gains and losses net profit forecast of 4.37 billion yuan, 4.91 billion yuan, 548 million yuan, 584 million yuan and 605 million yuan.
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