Chapter 95: The Most Complex and Genius
"This proposal will involve +H listed companies, which will need to be approved by the SASAC and approved by the CSRC in China. Overseas, it involves both HKEX approval under the Listed Companies Ordinance and the SFC approval under the Takeovers Code." Yu Guangrong said slowly word by word.
"Well, that's good." Gao Yangbin agreed. "This proposal involves the identification of reverse takeovers and the review of businesses in sanctioned countries, which are pre-approved by the Hong Kong Stock Exchange and the Securities and Futures Commission, and all announcements and shareholder circulars must be approved before a general meeting can be convened. However, the domestic approval is a post-approval and is formally approved after the general meeting of shareholders approves it. It is difficult to guarantee the difficulty and time required for project approval."
This is actually what Song Hewan is worried about.
"Mr. Li, if Hengchuan's team can maintain continuous and effective communication with various regulatory agencies, can the approval time be shortened?" Song Hewan asked.
"Although the team can work hard, it's hard to say whether the regulators will buy it! Moreover, if there is any unforeseen surprise, then we will be passive." Gao Yangbin argued.
"I'll take care of that." Li Lihua thought for a while, and said calmly.
For the implementation of this plan, I am afraid that it is necessary to say hello to the branch of Hengchuan Hong Kong in advance, and use the relationship there to form the most effective communication with the local regulatory authorities.
Otherwise, it does ...... in time
"Mr. Li, let me interject." Gao Yangbin hurriedly added: "Hongtao Chemical Fiber has lost money for two consecutive years, and looking at the financial report in the first half of the year, it may be difficult to turn losses into profits for the whole year. If it continues to lose money this year, then Hongtao Chemical Fiber will face the risk of being delisted."
Yu Guangrong thought about it, and the question raised by Gao Yangbin really cannot be ignored.
"Time is really our biggest problem right now." Yu Guangrong nodded, "In addition to the problem of the time difference between domestic and foreign countries, if we choose this plan, we must rush to the market before December 31 this year, and now it is August, we really don't have much time left."
"It's not much, if you really want to make this plan, then time is simply running out, and it's imminent." Gao Yangbin was anxious, and his voice also raised a few decibels.
"Alright." Li Lihua interrupted the two of them, "I need to communicate with the Hong Kong side about these issues, and what we need to discuss is whether there are any obstacles that cannot be worked, so let's continue first."
Li Lihua's attitude was clear at a glance, he was very interested in Song Hewan's plan, and Yu Guangrong and Gao Yangbin were aware of this problem at the same time.
Gao Yangbin is not a very axial person, he had no choice but to talk about the matter and continued: "Mr. Li, since we want to communicate with Hong Kong, there is still a problem that cannot be ignored. This transaction, which involves both a very substantial acquisition (VS) and a very substantial sale (VSD), is equivalent to the replacement of all the businesses of the listed company as a whole, so it may be recognized as a reverse takeover (RTO) by the Hong Kong Stock Exchange. If so, the entire transaction will need to be approved under the new listing process. We need to convince HKEX to confirm that this transaction does not constitute a reverse takeover."
Li Lihua nodded affirmatively.
At this time, Yu Guangrong also added: "Once the restructuring is completed, the shareholding ratio of Hongtao Petrochemical Group will increase from 40.25% before the restructuring to more than 70% (excluding supporting financing) or more than 60% (including supporting financing), which will trigger a general takeover offer. However, as Hongtao Chemical Fiber acquired the petroleum engineering business from Hongtao Petrochemical Group by way of issuing new shares, it can apply for exemption from the offer in accordance with the requirements of 26.5 of the Takeovers Code."
Song Hewan did her homework on this question, she was not in a hurry, looked at Li Lihua and added: "And according to the Administrative Measures for the Acquisition of Listed Companies, before the issuance of shares, Hongtao Petrochemical Group already has control of Hongtao Chemical Fiber, as long as Hongtao Petrochemical Group promises to lock up the shares for 36 months, if the non-affiliated shareholders of the general meeting of shareholders approve and agree that Hongtao Petrochemical Group is exempt from issuing an offer, Hongtao Petrochemical Group can be exempted from submitting an application to the China Securities Regulatory Commission for exemption from the tender offer obligation."
Yu Guangrong agreed, "This is indeed a good point."
The meeting continued, and Gao Yangbin's heart was a little complicated at the moment.
At first, he didn't want to use Song Hewan's plan at all. It's not that she's just an intern, but it's really too complex and too rushed, and I'm afraid it's hard to implement.
But after discussing and discussing, his original ideas were also a little shaken, which was not only due to Mr. Li's attitude.
Rather, apart from the problem of time, Song Hewan's plan is indeed optimal from all angles. Looking at domestic brokerage investment banks, I am afraid that few have such strength and can really successfully implement this plan.
But Hengchuan, he felt, had this condition.
Thinking like this, Gao Yangbin suddenly became energetic, he cheered up, and began to seriously and carefully ponder whether this plan was feasible.
After a short silence, Gao Yangbin said, "In terms of time and cost, I'm afraid there is still a problem. In the transaction of Hongtao Chemical Fiber's sale of all its assets and liabilities to Hongtao Petrochemical Group, if it is directly delivered in the form of assets and liabilities, there should be problems such as the need to pay a large amount of land value-added tax and the long time required to process the change of asset ownership due to the large increase in land appraisal, which will also significantly increase the restructuring cost and seriously affect the process."
Yu Guangrong looked at Song Hewan with a smile again, "Little classmate Wanwan, have you considered this point mentioned by your little brother? Any ideas?"
Song Hewan was suddenly asked, but she didn't panic.
This is a question she did consider.
She has looked through some foreign cases and found that there are many lessons to be learned. But after all, this is a domestic project, and there will be some differences. As a result, she made some changes to foreign cases according to domestic laws and policies.
At this time, take it out and let a few "teachers" see if it works.
"That's what I think about the delivery plan. Hongtao Chemical Fiber first established a wholly-owned subsidiary, Hongtao Co., Ltd., with all assets and liabilities, and then transferred 100% of the equity of the subsidiary to Hongtao Petrochemical Group to replace the delivery of assets with equity transfer."
Yu Guangrong couldn't help but clap his hands, "Wow! Xiao Wanwan, you must have done this in your previous life, otherwise how could you be such a genius! This little head melon!"
Song Hewan saw that he suddenly mentioned his previous life, and he was coldly frightened. But seeing that the words of praise he said later were so exaggerated, he was a little embarrassed.
Yu Guangrong continued: "Such a complex problem can be easily solved in this way, which can save land value-added tax and delivery time, so that the restructuring and implementation are really expected to be completed by the end of the year."
Gao Yangbin also agreed: "This method is really good."
After a pause, he added: "If this option is chosen, the focus will still be on the interface between the onshore and overseas approval procedures, as well as the determination of the Hong Kong Stock Exchange and the Hong Kong Securities and Futures Commission."
Li Lihua was silent.
After a while, he asked, "No other questions?"
Yu Guangrong and Gao Yangbin glanced at each other, and then, Yu Guangrong said: "If these problems are taken into account, the plan needs to be refined and sorted out in detail."
"Well, let's make this plan, Yang Bin's original plan is an alternative," Li Lihua said decisively.
"Song Hewan, you send your plan to Gao Yangbin, Gao Yangbin, you take the lead in continuing to improve this plan, and let Song Hewan give you a hand. Yu Guangrong, you contact the colleagues in Hengchuan Hong Kong to see if you can form effective communication. On the regulator's side, I'll get in touch. Be careful not to disclose the contents." Li Lihua began to assign tasks.
"I'm going to go to Hongtao Group to deliver the plan this Friday, and I need to get a result before 11 am on Thursday. From now on, the three of you only have 48 hours, can you do it?"
"Yes." Gao Yangbin responded.
"Orse.," Yu Guangrong said.
"What about you?" Li Lihua looked at Song Hewan.
"I'm fine, I'll do it seriously." Song Hewan thought about it and nodded in reply.
In fact, she still wants to continue to complete this plan by herself.
However, considering Li Lihua's arrangement, it is not unreasonable. After all, this is a big project for Hengchuan, and it is really inappropriate for the client to be led by an intern with no work experience.
Immediately relieved, his plan has been approved by Li Lihua, which is the most important thing.
This is the first time since she was reborn that she did not rely on the prediction of the future, and she made the results in a down-to-earth manner, and Song Hewan felt very happy.
This is even happier than having a net worth of hundreds of millions!
Walking out of the conference room, Gao Yangbin walked very slowly, as if waiting for Song Hewan who was walking behind. And Yu Guangrong, who was very good at looking at it, walked back to his workstation quickly.
"Huh...... Xiao Song." Gao Yangbin wanted to speak and stopped
"Brother Bin, what do you need me to do? Just say, don't worry, I'll get out as soon as possible." Song Hewan looked at Gao Yangbin with sincerity.
The little girl before Gao Yangbin met was sincere and upright, and she no longer made a cowardly gesture, "This was originally a plan you came up with, and now I am arranged to lead the revision, generally speaking, if it is a regular employee, this will not be the case." But because you are now an intern and have never done a similar project, Mr. Li is also worried about what will happen if you are in a hurry, and I hope you don't mind."
Song Hewan smiled, "Brother Bin, don't have any worries, I can fully understand Mr. Li's intentions. I very much hope that Hengchuan can successfully win this project, and if we all cooperate successfully, maybe it will be a plus for my internship performance!" Song Hewan said and winked at Gao Yangbin.
Gao Yangbin laughed, since he talked to this kid, there was no problem, he said seriously, "Do it well! In the future, if you have the opportunity to stay in the Hengchuan Investment Banking Department, I will definitely give you a full score when the intern becomes a regular grade."
Song Hewan pursed her lips and smiled, "Thank you Brother Bin first, we all have to come on!"