Lehman shares suspend acquisition of Huashi New Culture

Due to the unclear policy of overseas listed companies returning to A-share listing, Lehman shares (300162) decided to suspend the acquisition of Shenzhen Huashi New Culture Media Co., Ltd., a subsidiary of VisionChina Media Group Co., Ltd. (China Vision Media, NASDAQ: VISN) Hereinafter referred to as "Hua Shi New Culture"). The main business of VisionChina Media has been placed in the new culture of China Vision. This move also means that VisionChina Media will be suspended.

It is worth noting that the acquisition of Huashi New Culture by Lehman shares was suspended by the Securities and Futures Commission due to the investigation of the independent financial adviser Southwest Securities (600369).

On the evening of July 21, Lehman Co., announced that the board of directors reviewed and approved the proposal to apply to the CSRC to suspend the application for review of mergers and acquisitions. The company’s target company, Huashi New Culture, is the controlling subsidiary of VisionChina Media. The VisionChina Media is a NASDAQ-listed company in the United States, due to the policy regarding the return of overseas listed companies to A-share listing. Not yet clear, it was decided to apply to the China Securities Regulatory Commission for a suspension of the application for the merger and reorganization.

According to the announcement disclosed by Lehman shares, it is proposed to purchase Huashi New Culture through the combination of issuing shares and paying cash. About 50% of the consideration is paid by way of issuing shares, and about 50% of the consideration is paid in cash. The estimated value of Huashi New Culture is 782 million yuan.

VisionChina Media is the main operating entity under the control of the Vision China Media, a NASDAQ-listed company in the United States, and is mainly engaged in outdoor mobile TV advertising business. By the end of 2015, VisionChina has used the bus and subway stations with outdoor audience as the terminal platform, covering the bus in 94 cities across the country and the subway mobile TV in 19 cities. It has more than 210,000 public mobile TV terminal advertising rights and over 120,000 subway TV terminal advertising rights.

Prior to the transaction, VisionChina Media has injected its metro TV media advertising business into the new Huashi culture. The main business of Huashi New Culture is to provide metro TV media advertising services to advertisers nationwide, and to operate subway TV media advertising business in 19 cities across the country, accounting for more than 85% of the number of metro cities opened in China at the end of 2014. Service providers that provide advertising services for metro TV media to advertisers nationwide.

Lehman’s acquisition of Huashi New Culture was approved at the shareholders’ meeting on April 27. On April 29, the company filed an application for the purchase of shares with the CSRC, and obtained the application for the administrative license of the China Securities Regulatory Commission on May 5. Notice of acceptance.

On June 24, Lehman shares received a notice from the CSRC. The independent financial adviser Southwest Securities, which was hired by the merger and reorganization project, was investigated by the China Securities Regulatory Commission. The application for merger and reorganization was suspended by the CSRC.

It is worth noting that this is the second time that the overseas listed company has been blocked in the near future.

On the evening of July 18, Wanli (600847) announced that the reorganization application was withdrawn because the parties were preparing relevant materials in accordance with the requirements of the correction notice. However, due to the heavy workload, the parties are not expected to submit supplementary materials in accordance with the time limit required by the correction notice.

Wanli shares disclosed the restructuring plan and resumed trading in May this year. It intends to sell all assets and liabilities to the current controlling shareholder. At the same time, it intends to use the method of issuing shares to make a total purchase price of 16.18 billion yuan to acquire Limanwan held by SouFun Tianxia and its concerted activists. Home, SouFun Media, Beijing SouFun Network, Tuo Shiyu, Hong Antu rose to 100% of each of the five companies, and plans to provide financing of 3.01 billion yuan. After the reorganization, SouFun Tianxia and its concerted actions will become the controlling shareholder of the company, and the actual controller will be changed to Mo Tianquan. The transaction constitutes a backdoor listing. The matter was submitted to the CSRC on June 8 and the relevant application documents were obtained. On June 16th, the CSRC Administrative Permit Application Material Correction Notice was obtained.

At present, a number of overseas listed companies have or are in the process of returning to Plan A. For example, Shi Yuzhu's giant network backdoor cruise ship (002558), Jiang Nanchun's Focus Media backdoor Qixi Holdings (002027) return A shares have also been completed. Qihoo 360, which has just completed privatization, is on its way back to A, and has not yet disclosed the backdoor object.

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