The merger and acquisition of big bull stocks in the past is now weak in bankruptcy reorganization and earnings conversion, which is questioned by regulators whether to “avoid delisting”

The loss of Huachangda Intelligent Equipment Group Co.Ltd(300278) for two consecutive years is finally expected to turn into profit in 2021.

On the day after the disclosure of the performance forecast, Huachangda Intelligent Equipment Group Co.Ltd(300278) received a letter of concern issued by the Shenzhen Stock Exchange asking whether the company had evaded delisting.

On January 27, Huachangda Intelligent Equipment Group Co.Ltd(300278) disclosed that it is expected to achieve revenue of 2 billion yuan to 2.5 billion yuan, net profit of 30 million yuan to 45 million yuan and deduction of non net profit of 450 million yuan to 550 million yuan in 2021.

This is quite “difficult” for Huachangda Intelligent Equipment Group Co.Ltd(300278) whose net profit has been losing for two consecutive years.

As for the performance in 2021, which turned losses into profits, Huachangda Intelligent Equipment Group Co.Ltd(300278) said that due to the completion of the reorganization of the company and its wholly-owned subsidiary Shanghai demeke, the implementation of the reorganization plan was completed, the reorganization investors were successfully introduced and the debt repayment problem was solved as a whole, resulting in debt restructuring income and promoting the resolution of the company’s debt risk.

Picture source: company performance forecast

According to the data, Huachangda Intelligent Equipment Group Co.Ltd(300278) is an intelligent automation equipment system integration supplier, specializing in providing advanced industrial Siasun Robot&Automation Co.Ltd(300024) , intelligent manufacturing equipment and system integration solutions for customers in automobile and other industries. In 2011, the company landed in the capital market with “Hubei Shiyan first share”.

After listing, the company launched a series of acquisition plans to pocket the income of many companies such as Shanghai demeco, DMW LLC and Longde technology.

At first, these acquisitions brought certain performance thickening to listed companies, Huachangda Intelligent Equipment Group Co.Ltd(300278) was also sought after by the market. At its best, the share price rose by more than 200% in two months. But after the performance commitment period, some companies previously acquired have changed their performance.

Affected by this, Huachangda Intelligent Equipment Group Co.Ltd(300278) performance continued to decline. In 2019 and 2020, the net profit of the company was – 1.537 billion yuan and – 585 million yuan respectively, with losses for two consecutive years; In 2020, the company’s net assets were -313 million yuan, and the stock was subject to “delisting risk warning”.

In the first three quarters of 2021, Huachangda Intelligent Equipment Group Co.Ltd(300278) net profit continued to lose 200 million yuan, a year-on-year decrease of 114.90%; Deducting non net profit loss of 163 million yuan, a year-on-year decrease of 118.03%.

Source: company announcement

The turnaround occurred in November 2021. Shiyan intermediate people’s court ruled to accept Huachangda Intelligent Equipment Group Co.Ltd(300278) reorganization according to the application of the creditor Shenzhen high tech Investment Group Co., Ltd. (hereinafter referred to as “high tech investment”).

On December 31, 2021, the court ruled that the implementation of Huachangda Intelligent Equipment Group Co.Ltd(300278) reorganization plan was completed. As a restructuring investor, hi tech investment transferred 320 million shares into shares, paid a cash consideration of 384 million yuan, and promised to use its own funds and business advantages to provide direct or indirect financing support within the amount of 300 million yuan for the operation and development of the company. After the reorganization, hi tech investment became the largest shareholder of the company.

Source: company announcement

Shenzhen Stock Exchange requested Huachangda Intelligent Equipment Group Co.Ltd(300278) in the concern letter, combined with the progress of bankruptcy reorganization, to further explain the specific accounting treatment and basis of the company’s bankruptcy, the specific subjects and amounts involved, as well as the specific impact on the company’s net profit and net assets in 2021, and whether the relevant accounting treatment complies with the relevant provisions of the accounting standards for business enterprises.

Picture of 2021 performance forecast source: company announcement

The newly implemented gem stock listing rules (revised in December 2020) (hereinafter referred to as the Listing Rules (2020)) optimizes the deduction range of operating income of financial indicators into “business income irrelevant to main business and income without commercial substance” for the first time in terms of financial delisting standards.

In the attention letter, Shenzhen stock exchange requires Huachangda Intelligent Equipment Group Co.Ltd(300278) to explain whether there is a delisting situation to avoid the provisions of the Listing Rules (2020) by adjusting income or non recurring profits and losses through transactions unrelated to the main business or without commercial substance in combination with the type and composition of operating revenue, details of non recurring profits and losses, causes, etc, And whether the deduction of operating income complies with relevant regulations.

Source: company announcement

Huachangda Intelligent Equipment Group Co.Ltd(300278) it is estimated that the provision for asset impairment will affect the net profit by about 150 million yuan to 200 million yuan. In this regard, the attention letter requires the company to explain the specific amount of impairment losses of various assets in 2021, as well as the specific methods, basis and results of asset evaluation, the specific process of impairment provision, the reasons for impairment, the selection of relevant parameters and their rationality and objectivity, the specific test process, and whether the provision for impairment in previous periods and current periods is sufficient Reasonable, etc.

At the same time, Huachangda Intelligent Equipment Group Co.Ltd(300278) said in the performance forecast that on the basis of doing a good job in epidemic prevention and control, the company and its subsidiaries still ensure normal production and operation, and ensure the implementation of the company’s orders, and the company’s revenue increased year-on-year.

In this regard, the attention letter requires Huachangda Intelligent Equipment Group Co.Ltd(300278) to explain whether the fluctuation of the company’s operating profit is consistent with the fluctuation trend of operating revenue, whether it is consistent with the fluctuation of comparable companies in the same industry, and whether the growth of the company’s revenue is sustainable in combination with the level of the company’s gross profit margin and the operation of comparable companies in the same industry.

Source: company announcement

At the same time, the attention letter reminds Huachangda Intelligent Equipment Group Co.Ltd(300278) that all members of the board of directors of a listed company must ensure that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint liabilities for their guarantee.

Shenzhen stock exchange requires the company to make a written explanation on the above matters, submit it to the management department of GEM companies and disclose it to the public before February 11, and send a copy to the listed company supervision department of Hubei securities regulatory bureau.

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