Changjiang Commercial Daily News Changjiang Commercial Daily reporter Wei Du
The major asset restructuring that lasted nearly 10 months has not yet been finalized, and Jinli Huadian (300069.SZ) will receive another letter of inquiry.
On the evening of July 10, Jinli Huadian disclosed the first round of review inquiry letter.This is the third letter of inquiry that Jinli Huadian has received since April this year.This time, the supervision directly pointed to the stability of Jinli Huadian's control rights.
The reorganization of Jinli Huadian began in October last year. The company plans to acquire 100% equity of Chengdu Runbo Technology Co., Ltd. (hereinafter referred to as the "target company" or "Chengdu Runbo") through a combination of issuing shares and paying cash, and supporting Fund raising.
Jinli Huadian's own operations are bleak, with consecutive losses in 2020 and 2021, and still a loss in the first quarter of this year.In the fourth quarter of 2020, the company changed hands, and Han Zeshuai, the son of Han Changan, chairman of Shanxi Lubao Group, took over.
The market's prediction is that with the help of this restructuring, Jinli Huadian is expected to get out of business difficulties.
However, there are variables in whether the target company can meet expectations.In 2021, the target company made a profit of 38 million yuan and successfully turned losses into profits.In 2022, the performance commitment is 113 million yuan, and the total will exceed 400 million yuan in the next three years.
Fixed increase in loans from related parties or arrangements involving interests
The supervision seems to be still uneasy about this restructuring of Jinli Huadian, and they want to break the casserole and ask to the end.
The restructuring of Jinli Huadian began in October last year.On October 18, 2021, the company issued an announcement on suspension of trading due to planning for reorganization. On November 1, the company disclosed the transaction plan. On March 30 this year, the company further disclosed the transaction draft.
According to the disclosure, this reorganization is divided into two parts, one part is the acquisition of assets, the other part is supporting fundraising, and the two are the premise of each other.The transaction of the acquisition of assets is that Jinli Huadian intends to acquire 100% equity of Chengdu Runbo through a combination of issuing shares and paying cash.The evaluation base date is December 31, 2021. The net book assets of the underlying assets are about 537 million yuan, the evaluation value is 1.351 billion yuan, and the appreciation is 814 million yuan, with an appreciation rate of 151.72%.Among them, the value-added rate of its subsidiary Beiwei Technology was 3215.49%.After negotiation, the transaction price was 1.35 billion yuan.
For the supporting fund-raising part, Jinli Huadian plans to increase the amount from the controlling shareholder Shanxi Red Sun Tourism Development Co., Ltd. (hereinafter referred to as "Shanxi Red Sun"), and the supporting fund-raising does not exceed 502 million yuan.
The reorganization of Jinli Huadian has attracted much attention from the market, and the supervision has been repeatedly asked.
On April 17, the Corporate Management Department of the Shenzhen Stock Exchange's Growth Enterprise Market issued a reorganization inquiry letter.After the transaction, Shanxi Red Sun and its persons acting in concert held a total of 29.94% of the voting shares of the listed company, including the entrusted shares of the listed company's original controlling shareholder Zhao Jian (holding 14.02%).Zhou Mingjun and his concerted actors, Sun Guoquan and his concerted actors hold 9.84% and 7.71% of the voting shares of the listed company respectively.The inquiry letter requires further discussion on the reasons and rationality for the fact that the listed company's control rights have not changed, and that this transaction does not constitute a reorganization and listing.Combined with Zhao Jian's follow-up voting rights entrustment arrangement, etc., it will explain in detail the risk of changing the control rights of the listed company and the countermeasures of Shanxi Red Sun, and whether there is any circumstance in this transaction that avoids the formation of a reorganization and listing.
On May 16, Jinli Huadian received the second regulatory inquiry letter.On September 9, 2020, Zhao Jian, the original actual controller of the company, transferred 14.02% of the company's shares to Shanxi Red Sun and entrusted the voting rights of the remaining 14.02% of the shares. Therefore, Jinli Huadian changed hands to Shanxi Red Sun, and the actual controller changed to Han Zeshuai. .At that time, the two parties also made an agreement on the reduction of the remaining equity held by Zhao Jian.The inquiry letter asked that after this transaction, due to the additional share issuance, Zhao insisted that the proportion of listed company shares will be reduced to 8.4%, and there is a possibility of reduction in the future. So far, Shanxi Red Sun has transferred some of Zhao Jian’s shares, why the two sides have not considered further Transfer the remaining shares?It is required to further analyze the impact of Zhao Jian's centralized bidding reduction of shares on the stability of the listed company's control rights, and the measures to be taken by Shanxi Red Sun.
On July 8, Jinli Huadian received an audit inquiry letter.In this inquiry letter, the supervision department once again asked whether Zhao Jian had a follow-up pledge plan or other arrangements for the shares of the listed company he held, and analyzed the stability of the control rights of the listed company held by Shanxi Red Sun and Zhao Jian before the transaction. influence, the feasibility and effectiveness of Shanxi Red Sun's measures to ensure the stability of the control rights of listed companies.
To sum up, in less than three months, Jinli Huadian received three letters of inquiry for this restructuring, and the core issues among them all focused on the stability of Jinli Huadian's control.
This matching fundraising has also received special attention.Jinli Huadian's controlling shareholder, Shanxi Red Sun, has a small business scale, and the funds mainly come from shareholders' capital contributions and related party loans.In May of this year, it signed a loan agreement with its related party, Lucheng Seoul New Energy Co., Ltd. (“Seoul New Energy”), and Seoul New Energy will provide Shanxi Red Sun with no fixed term and no interest rate within three years from the date of signing the contract. The loan amount shall not exceed 700 million yuan, which is specially used for this fixed increase or increase in Jinli Huadian shares.
The inquiry letter asks, the source of funds for the proposed loan by Seoul New Energy and whether it is legal and compliant, the follow-up disposal plan of Shanxi Red Sun and Seoul New Energy regarding the creditor-debt relationship of this loan, whether there are other benefit arrangements, and whether it controls the listed company. Whether it has a potential impact on the stability of the rights, whether Shanxi Red Sun has made practical and feasible arrangements for the funds required for this fixed increase, and whether it can ensure that the subscription is on time and in full, and the shares will not be transferred in disguised form.
The net profit of the underlying assets increased abnormally
An important reason for Jinli Huadian's acquisition of a 1.5 times premium is that the operating income of the underlying assets and the net profit attributable to shareholders of the parent company (referred to as "net profit") have suddenly increased explosively.
The data shows that in 2020 and 2021, the operating income of the target company Chengdu Runbo will be 70.7569 million yuan and 239.1568 million yuan respectively, and the corresponding net profits will be -11.1546 million yuan and 37.8246 million yuan.In 2021, operating income will increase by 238% year-on-year, net profit will increase by 439.09% year-on-year, and the comprehensive gross profit margin will increase from 26.58% to 40.31%.Its main growth comes from the target bomb business of Northwest Technology.In 2020 and 2021, the sales revenue of the target company to the top five customers will account for 62.14% and 67.11%, respectively. The main customers are military customers and China Aerospace Science and Industry Corporation.
Is the high growth of the target performance sustainable?
In this transaction, the two parties have agreed on the future performance of the target company, that is, from 2022 to 2024, the non-net profit achieved by Chengdu Runbo will not be less than 113 million yuan, 136 million yuan, and 162 million yuan respectively, and the total will not be less than 411 million yuan.
It will only turn losses into profits in 2021. The target company, Chengdu Runbo, is in a relatively stable industry. Can it achieve its performance commitments?
The target company is also under financial pressure.Chengdu Runbo has 1 property and has been mortgaged. The loan amount is 10 million yuan. It has 47 patents, of which 16 have been pledged. The total loan amount is 35 million yuan. The above loans are due in 2022.In addition, the main production land of Chengdu Runbo is leased, and the lease term will expire on September 30, 2030.
Chengdu Runbo also has financial regulation and internal control problems.Beiwei Technology has applied for working capital loans from banks by means of on-lending. As of the signing date of this report, there are still 7 million yuan of on-lending loans that have not been repaid.Beiwei Technology has a related guarantee of 2 million yuan to its shareholder Sun Guoquan. At the end of 2020, there is a capital loan of 14.2435 million yuan in other receivables of the target company, which are mainly transactions between the target company and shareholder Zhou Mingjun.
Judging from the above information, this acquisition will exacerbate the financial pressure of Jinli Huadian.
In 2020 and 2021, the net cash flow from operating activities of Chengdu Runbo will be -45.2362 million yuan and -11.3237 million yuan respectively.At the end of 2021, Jinli Huadian's short-term borrowings were 115 million yuan, the book cash and cash funds were 96.2956 million yuan, and the net cash flow from current operating activities was only 6.3043 million yuan.This transaction will cause the asset-liability ratio of Jinli Huadian to increase from 42.20% to 56.32%, the current ratio to decrease from 1.32 times to 0.66 times, and the quick ratio to decrease from 0.95 times to 0.40 times.
In recent years, Jinli Huadian's operating performance has been quite poor. In 2020 and 2021, the company's operating income was 129 million yuan and 230 million yuan, respectively, with year-on-year changes of -35.08% and 78.60%. The corresponding net profit was -0.60 billion yuan, -0.40 billion yuan, deducting non-net profit of -0.64 billion yuan, -0.46 million yuan.In the first quarter of this year, the company's operating income was 29 million yuan, a year-on-year decrease of 44.86%. The net profit and non-net profit deducted were 0.6 billion yuan and -09 million yuan respectively, and the non-net profit deduction was still in loss.
After joining Jinli Huadian for nearly a year, he has been pushing for reorganization. It may not be so easy for Han Zeshuai to meet his expectations.
