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    600217   CNE000001113

CHINA RESOURCES AND ENVIRONMENT CO.,LTD.

(600217)
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China Resources and Environment Co.,Ltd. cancelled the acquisition of Shandong Croc Environmental Technology Co., Ltd. and Wuhan Sentai Environmental Protection Corp.,Ltd from a group of sellers.

06/24/2020 EDT

China Resources and Environment Co.,Ltd. (SHSE:600217) agreed to acquire Shandong Croc Environmental Technology Co., Ltd. and Wuhan Sentai Environmental Protection Corp.,Ltd from a group of sellers for CNY 1.3 billion on June 17, 2019. China Resources and Environment Co.,Ltd agreed to acquire Shandong Croc Environmental Technology Co., Ltd. from China Recycling Resource Investment Holdings Co., Ltd. for CNY 680 million and will pay the consideration in CNY 80 million of cash and through issue of 118.3 million shares. China Resources and Environment Co.,Ltd agreed to acquire Wuhan Sentai Environmental Protection from a group of sellers for CNY 315.5 million and will pay the consideration in CNY 34.1 million of cash and through issue of 55.5 million shares. The consideration will be paid by issuing of 173.85 million shares at a price of CNY 5.07 per share and remaining CNY 114.08 million is paid in cash. China Resources and Environment Co.,Ltd. will carry out a private placement to raise supporting funds of CNY 524.1 million. China Resources and Environment Co.,Ltd. will use CNY 114.1 million from the proceeds to pay the cash consideration of the acquisitions. As of April 21, 2020, the terms of the transaction were changed. Under the new terms, China Resources and Environment Co.,Ltd. will acquire 100% stake in Shandong Croc Environmental Technology Co., Ltd. and 97.45% stake in Wuhan Sentai Environmental Protection Corp.,Ltd from a group of sellers for approximately CNY 990 million. the consideration will be paid through cash and issuance of shares. The 100% stake in Shandong Croc Environmental will be acquired for CNY 680 million and 97.45% stake will be acquired for CNY 307.5 million. The number of total shares to be issued by China Resources and Environment as consideration and under the placement will be no more than 416.6 million shares. For the year ended December 31, 2018, Shandong Croc Environmental Technology Co., Ltd. reported total assets of CNY 173.7 million, total revenue of CNY 115.7 million, EBIT of CNY 45.3 million, net income of CNY 45.3 million and total common equity of CNY 102 million. For the year ended December 31, 2018, Wuhan Sentai Environmental Protection Corp. reported total assets of CNY 297.7 million, total revenue of CNY 170.9 million, EBIT of CNY 15.7 million, net income of CNY 13.7 million and total common equity of CNY 155.3 million. The transaction is subject to approval of shareholders of Wuhan Sentai Environmental Protection Corp.,Ltd. and China Resources and Environment Co.,Ltd., regulatory approval, approval from CSRC and approval of All-China Federation of Supply and Marketing Cooperatives. The transaction is approved by Board of Directors of Wuhan Sentai Environmental Protection Corp.,Ltd. The transaction is approved by the Board of China Resources and Environment. China Recycling Resource Investment Holdings Co., Ltd and executive partners of Wuhan Xintai Investment Center (Limited Partnership) and Wuhan Wotai Investment Center (Limited Partnership) agreed to the transaction. As of April 21, 2020, Wuhan Sentai Environmental Protection Corp.,Lt. had convened the 28th meeting of the directorate, deliberated and passed the "Proposal on Listed Companies Issuing Shares and Paying Cash to Acquire 97.45% of Shareholders 'Shareholders' Shareholders" The Proposal for Shareholders Holding 100% Equity and the Proposal to Change the Organizational Form with Conditional Effectiveness will no longer be submitted to the general meeting for consideration. Wuhan Sentai Environmental Protection Corp.,Ltd. has held the eighth temporary shareholders 'meeting in 2019 and reviewed and approved the "Proposal on Listed Companies Issuing Shares and Paying Cash to Acquire 97.45% of Shareholders' Shareholdings". The All China Supply and Marketing Cooperative has approved this reorganization plan. On May 27, 2020, China Securities Regulatory Commission Review Committee of merger and reorganization of listed companies held the 21st Meeting of merger and reorganization committee in 2020, and reviewed the deal. According to the audit results of the meeting, China Resources and Environment’s major asset restructuring has not been approved, and the audit opinion is that "the applicant failed to fully disclose the realizability of the target asset profit forecast, which is not in line with the provisions of Article 43 of the management measures for major asset restructuring of listed companies". According to the relevant provisions of the measures for the administration of major assets reorganization of listed companies and the guiding opinions on improving the system of suspension and resumption of trading of shares of listed companies, upon the application of China Resources and Environment to Shanghai Stock Exchange, the trading of shares of China Resources and Environment will resume from the opening of the market on May 28, 2020. Up to now, China Resources and Environment has not received the official documents issued by the CSRC. After receiving the relevant documents from the CSRC, China Resources and Environment will timely perform the obligation of information disclosure. As on June 16, 2020, China Resources received the decision of the China Securities Regulatory Commission not to approve the China Resources to issue shares to purchase assets. According to the decision of the China Securities Regulatory Commission, the China Resources's board of directors will carefully study this major asset reorganization plan in light of the actual situation of the company, and make a decision on whether to modify or terminate the plan within 10 days from the date of receipt of the decision Provisions. Yang Huahui, Liu Xianfei, Qi Ming, Wu Hao and Liu Kuibo of China Industrial Securities Co., Ltd acted as financial advisors, Chen Wen, Zhu Dengkai and Liu Xiaoqin of Zhonglun W&D Law Firm acted as legal advisors, Zhu Wei, Liu Hongwei and Huang Rujian of Jonten Certified Public Accountants Co Ltd acted as accountants and Zhao Xiangyang, Yan Jianxu and Wang Kunying of Beijing Guorongxinghua Assets Evaluation Co., Ltd. acted as appraisers for China Resources and Environment Co.,Ltd. China Resources and Environment Co.,Ltd. (SHSE:600217) cancelled the acquisition of Shandong Croc Environmental Technology Co., Ltd. and Wuhan Sentai Environmental Protection Corp.,Ltd from a group of sellers on June 24, 2020.


ę S&P Capital IQ 2020
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Financials
Sales 2020 3 331 M 521 M 521 M
Net income 2020 410 M 64,2 M 64,2 M
Net Debt 2020 2 072 M 324 M 324 M
P/E ratio 2020 19,4x
Yield 2020 -
Capitalization 6 999 M 1 095 M 1 095 M
EV / Sales 2019 2,72x
EV / Sales 2020 3,02x
Nbr of Employees 2 916
Free-Float 45,3%
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Last Close Price 5,04 
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Managers and Directors
Tao Li General Manager & Director
Gan Qiu Cheng Chief Financial Officer
Ru Kui Xu Chairman
Yue Ren Chairman-Supervisory Board
Fu Ling Han Independent Director
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