子公司一发不可收拾，公司巨亏20亿元，被ST打击，股价连续跌停……这些都接连发生在ST中佳身上。
这一切的根源，都与4年前的一桩并购案有关。今天，ST中佳选择报案，针对的是被收购对象的原高管。
6月9日晚间，ST中佳发布公告称，公司近日向北京市公安局朝阳分局报案，涉嫌全资子公司原法定代表人、董事长刘英奎挪用公司资金。嘉华信息、总经理陈峰。6月8日，公安机关立案。
并购目标失控
上市公司亏损20亿元
ST中佳在6月9日晚间的公告中表示，上述事件仍处于调查调查阶段。公司将全力配合公安机关的调查，维护公司及全体股东的利益，根据案件进展情况，严格遵守相关法律法规。公司及时履行信息披露义务。由于嘉华信息2021年已计提扣除预计可收回金额后的全部额外损失，本案结果不会给公司造成新的损失。
ST中佳是“小灵通之父”吴颖控股的上市公司。主要从事信息智能传输、通信网络维护和金融服务外包。
ST中嘉这次报警，有些“不安”。今年5月6日起，中嘉博创股票被“其他风险警示”特殊处理，证券简称变更为ST中嘉。上限的直接导火索是子公司嘉华信息失控，给中嘉博创带来连锁效应。
On the one hand, the tug-of-war and arbitration between the company and Liu Yingkui for compensation for mergers and acquisitions continued to ferment, and Zhongjia Bochuang lost control of Jiahua information.On the other hand, the financial statements of Jiahua Information will not be included in the scope of consolidated statements from October 1, 2021.
After Jiahua Information was excluded from the scope of consolidated statements, it brought a lot of impact to the performance of *ST Zhongjia.The company's annual performance report released on April 30 stated that the operating income in 2021 will be about 1.951 billion yuan, a year-on-year decrease of 24.18%; the net profit loss attributable to shareholders of the listed company is about 2.005 billion yuan.
In this regard, ST Zhongjia stated that the original shareholders of Jiahua Information, on the grounds of merger disputes, wanted to avoid the performance of performance compensation obligations, interfered with the operation and management of Jiahua Information, and made the listed company unable to obtain the complete financial information of Jiahua Information. , unable to conduct on-site audits on it, and unable to grasp the actual operation, asset status and potential risks of Jiahua Information, resulting in the loss of control of Jiahua Information by the listed company, reducing the net profit of the listed company in 2021 by about 1.523 billion yuan.
After disclosing the 2021 annual report and announcing the loss of control of the subsidiary, from May 6 to May 16, ST Zhongjia fell by the limit for seven consecutive trading days.
Go to court with the original executives of the M&A target
ST Zhongjia chose to report this time, and the source can be traced back to 4 years ago.
In November 2018, ST Zhongjia completed a major asset reorganization and purchased 100% equity of Jiahua Information by issuing shares and paying cash. The transaction consideration of issuing shares to purchase assets was 1.48 billion yuan.Among them, 51% equity of Jiahua Information was purchased in cash, and 49% equity of Jiahua Information was purchased by issuing shares.
At the time of the acquisition, the counterparties Liu Yingkui, Jiayu Chunhua and Jiahui Qiushi promised that from 2017 to 2020, the net profit of the underlying assets would be no less than 102 million yuan, 134 million yuan, 167 million yuan, and 201 million yuan.
After the completion of the above mergers and acquisitions, Jiahua Information has basically completed its performance commitments in the previous fiscal years, but the situation has changed in 2020. Affected by the epidemic, Jiahua Information deducted 79.6966 million yuan in non-net profit that year, and the completion rate was less than the promised number. 40%.
According to ST Zhongjia disclosure, from 2017 to 2020, Jiahua Information deducted non-net profit of 494 million yuan, a difference of 110 million yuan from the promised net profit of 604 million yuan, and the performance commitment has not been fulfilled.Because Jiahua Information did not fulfill its performance commitment, which triggered the compensation clause, Liu Yingkui, Jiayu Chunhua and Jiahuiqiu must bear joint and several liabilities for this.According to the announcement of Zhongjia Bochuang in November 2021, after deducting the performance compensation, the counterparty needs to compensate 56.431 million shares of the company due to the asset impairment due to the expiration of the performance commitment period, and the corresponding cash compensation amount is 618 million yuan.
However, Liu Yingkui did not compensate and instead sued ST Zhongjia.On July 1, 2021, Liu Yingkui and others filed an arbitration with the Beijing Arbitration Commission and submitted an application for property preservation. The court ruled to freeze some bank accounts of ST Zhongjia and Chuangshi, a wholly-owned subsidiary held by the listed company. 100% of the shares of Mandao, Jiahua Information, and Changshi Communication, and 70% of the shares of Hainan Bochuang Yuntian Technology Co., Ltd., a subsidiary of the company.
At present, the legal representative of Jiahua Information has been changed to Lin Ming, the president of Zhongjia Bochuang, and the equity change has also been changed, but it is still controlled by Liu Yingkui, and ST Zhongjia has lost control of Jiahua Information.
Regarding the current situation, ST Zhongjia believes that due to the arbitration dispute with the company, the counterparty of the restructuring transaction used the status of the founding shareholder of Jiahua Information to deliberately confuse the public, interfere with the normal operation of Jiahua Information, and instigate the management team of Jiahua Information to fight against the company's management. Disregarding the company as a shareholder holding 100% equity of Jiahua Information, obstructing the company from exercising shareholder rights, has an inescapable responsibility for the company's loss of control over Jiahua Information.The company strongly condemned this, and said that it would take all legal means to investigate its relevant legal responsibilities.
刘英奎等当事人认为，ST中佳因扰乱嘉华信息的生产经营，导致嘉华信息股权价值至少折旧79,310.62万元，ST中嘉应赔偿这部分损失。
(Editor in charge: Guan Jing)
