*ST Caesar (000796) announced on the evening of December 25 that on December 22, the company received the "** Transfer Registration Confirmation" sent by the Shenzhen Branch of Zhongdeng Company, and the company's administrator has put 6800 million shares were transferred to the ** accounts of the company's reorganization investors and some creditors. After the change of equity, the controlling shareholder of the company will be changed to Huanhai Bay Cultural Tourism, and the actual controller will be changed to Qingdao Shibei District State-owned Assets Operation and Development Center.
In recent years, due to the comprehensive impact of multiple factors at home and abroad, *ST Caesars' main tourism business has come to a standstill as a whole, and the aviation and railway catering business has suffered a major impact, with continuous deterioration of operations, serious performance losses, significant shrinkage of revenue, depletion of cash flow, and a large number of debts that cannot be paid off when due.
On May 5, 2023, *ST Caesars was put on delisting risk alert and other risk alerts, facing the risk of delisting and bankruptcy liquidation. On June 25, 2023, the creditor applied to the Sanya Intermediate People's Court for the reorganization of the debtor and applied for pre-reorganization on the grounds that *ST Caesar could not pay off the debts due and obviously lacked solvency, but had reorganization value. On July 3, 2023, the Sanya Intermediate People's Court decided to initiate a pre-reorganization of *ST Caesars and appointed the liquidation group of Caesar Tongsheng Development Co., Ltd. as the interim administrator.
On October 28, 2023, the Sanya Intermediate People's Court ruled to accept the reorganization of *ST Caesars and appointed the liquidation group of Caesar Tongsheng Development Co., Ltd. as the administrator. According to the creditor's application, it was decided to accept the reorganization of the six subsidiaries, and the liquidation team of Kaiser Tongsheng Development Co., Ltd. was appointed as the administrator of the six subsidiaries to carry out the reorganization work.
On December 8, the Sanya Intermediate People's Court ruled to approve the reorganization plan of Kaiser Tongsheng Development Co., Ltd. and its six subsidiaries (hereinafter referred to as the "reorganization plan") and terminated the reorganization procedure of the company and its six subsidiaries. According to the Reorganization Plan, *ST Caesars has a total share capital of 80.3 billion shares, deducting 110 treasury shares to be cancelled in the special ** account for repurchase580,000 shares to 80.2 billion shares as the base, according to the proportion of 10 shares for every 10 shares to increase the capital reserve to increase **, a total of 80.2 billion shares.
The above-mentioned ** has all arrived at the special account for the disposal of the property of the bankrupt enterprise of Kaiser Tongsheng Development Co., Ltd. opened by the administrator of *ST Caesars on December 19, 2023. As of the disclosure date of the announcement, 6800 million shares have been transferred from the special account for the disposal of the property of the bankrupt enterprise of Kaiser Tongsheng Development Co., Ltd. to the ** account designated by the reorganization investors and some creditors.
According to the "Reorganization Plan", "Pre-Reorganization Investment Agreement" and "Supplemental Agreement to the Pre-Reorganization Investment Agreement", after the completion of this equity change, Huanhai Bay Cultural Tourism will hold *ST Caesars 21.8 billion shares, accounting for 13 of the company's total share capital (after the cancellation of the repurchase treasury shares is completed).62%；The Rubicon will hold 546040,000 shares, accounting for 3 of the company's total share capital (after the cancellation of the repurchase treasury shares is completed).4%。During the lock-up period, Rubicon ** entrusts its ** voting rights to Huanhai Bay Cultural Tourism free of charge, unconditionally and irrevocably, and the two constitute a concerted action relationship, and the two hold a total of 1702%。The shares held by Huanhai Bay Cultural Tourism and its persons acting in concert are sufficient to have a significant impact on the resolution of the company's general meeting of shareholders. Therefore, the controlling shareholder of *ST Caesars will be changed to Huanhai Bay Cultural Tourism.
Huanhai Bay Cultural Tourism is a wholly-owned subsidiary of Qingdao Huanwan Investment and Development Group, Qingdao Shibei District State-owned Assets Operation and Development Center holds 100% of the shares of Huanhai Bay Group, so after this change of equity, Qingdao Shibei District State-owned Assets Operation and Development Center will become the actual controller of *ST Caesar.
The Department of Culture and Tourism around the Bay was newly established on May 24, 2023, and has not carried out actual business activities so far. Huanhaiwan Group is mainly engaged in project development, operation services, asset management and other related work in Shibei District, Qingdao City, and is currently mainly responsible for the renovation and renewal of Qingdao International Cruise Port Area, the protection and renewal of Shibei Historic City, the renovation and upgrading of Taitung Pedestrian Street, and the development of high-end new material industry cluster.
According to reports, the follow-up Gulf Cultural Tourism and Lubikong River will combine their own advantages in tourism resources, tap the potential of *ST Caesars brand, talents, professional capabilities and ** chain, and carry out business cooperation with *ST Caesar through asset synergy, asset management synergy, procurement service synergy, etc., fully empower and promote the expansion of its business scale, business income and profit improvement.