In early January this year, the Shanghai and Shenzhen stock exchanges respectively issued revised stock listing rules, which were adjusted for various contents, in which listed companies were explicitly prohibited from providing financial assistance to relevant affiliates. At present, the revision of the rules has had a great impact on some A-share listed companies.
On February 6, Guangdong Delian Group Co.Ltd(002666) (002666, SZ) disclosed that the financial assistance of millions of yuan provided by the company’s subsidiary Changchun Delian to its joint-stock companies was overdue. According to the listed company, according to the revised stock listing rules, Changchun Delian is unable to provide loan extension to its joint-stock companies, and the joint-stock companies are temporarily unable to repay the loans.
the external financial assistance of the subsidiary is overdue
According to the Guangdong Delian Group Co.Ltd(002666) announcement, as of the date of this announcement, the first phase of the loan of 16.5 million yuan provided by the company’s subsidiary Changchun Delin to its joint-stock subsidiary Shanghai Taihao Automobile Electronic Sales Co., Ltd. (hereinafter referred to as Shanghai Taihao) has expired on February 3. Shanghai Taihao has repaid 0 yuan of principal, 0 yuan of interest, 8 million yuan of principal and 380000 Yuan of interest, The total outstanding principal and interest is 8.38 million yuan.
Earlier, Guangdong Delian Group Co.Ltd(002666) held the board of directors on January 28, 2021. After deliberation and approval, Changchun Delian provided Shanghai Taihao with a financial loan of 16.5 million yuan, and will issue the loan in installments according to the actual capital needs of Shanghai Taihao. The loan interest is calculated at the annual interest rate of 4.75% simple interest, and the loan term is 12 months from the actual loan Issuance Date.
For the purpose of financial assistance, Guangdong Delian Group Co.Ltd(002666) said at that time that the financial assistance was mainly used for Shanghai Taihao to promote the certification project and daily operation of German Volkswagen, which can greatly improve the market competitiveness of its products and realize the localization of new products as soon as possible, so as to better develop China’s automobile market and form synergy with the business of listed companies.
Qixinbao shows that Shanghai Taihao was founded in June 2013 with a registered capital of 6.25 million yuan. In 2019, Changchun Delian invested in currency and increased the capital of Shanghai Taihao by 15 million yuan, of which 1.25 million yuan was included in the registered capital and the rest was included in the capital reserve. After the capital increase, the shareholding ratio was 20%.
Guangdong Delian Group Co.Ltd(002666) this disclosure said that Shanghai Taihao’s main product TPMS (tire pressure monitoring system) was approved by BMG engineering issued by Volkswagen Germany at the end of 2021 and began small batch production. It was officially mass produced and supplied from January 2022. Shanghai Taihao was unable to obtain sufficient operating cash flow or raise repayment funds in the short term; Moreover, due to the inability to obtain the loan extension of Changchun Delian, Shanghai Taihao will raise additional funds to meet its production and operation needs, so it is unable to repay the due financial assistance of Changchun Delian in time.
As of December 31, 2020, the total assets of Shanghai Taihao were 21.563 million yuan, and the net assets were only 5.1592 million yuan. In 2019 and 2020, the revenue was 2.9465 million yuan and 1.6885 million yuan respectively, and the net profit was 4.2 million yuan and 7.0532 million yuan respectively. In 2021, Shanghai Taihao’s revenue (Unaudited) was 1178200 yuan and its net profit (Unaudited) loss was 11242900 yuan. By the end of last year, the unaudited total assets of Shanghai Taihao were 43.2686 million yuan and the unaudited net assets were -6.0837 million yuan.
The listed company said that it would further strengthen business communication with Shanghai Taihao, help it develop China’s auto market, gradually improve its revenue level, improve its daily operation and cash flow, and turn losses into profits as soon as possible on the basis of assisting it to realize the localization of new products. At the same time, the management of the company will continue to pay attention to the operation of Shanghai Taihao and do a good job in risk assessment.
providing financial assistance to related parties has been expressly prohibited
In fact, Guangdong Delian Group Co.Ltd(002666) originally planned to provide loan extension to Shanghai Taihao. On December 27 last year, Guangdong Delian Group Co.Ltd(002666) the board of directors deliberated and approved the proposal on the extension of financial assistance and related party transactions provided by subsidiaries to their joint-stock companies, and agreed to extend the financial loan of 16.5 million yuan to Shanghai Taihao for one year.
According to the plan, the above proposal will be considered at the first extraordinary general meeting of Guangdong Delian Group Co.Ltd(002666) 2022 held in mid January this year. If there is no accident, the loan extension will be a certainty.
However, on the evening of January 7, the Shanghai and Shenzhen stock exchanges respectively issued the revised stock listing rules, which mentioned that listed companies shall not provide financial assistance to relevant related parties, but provide financial assistance to related joint-stock companies (excluding entities controlled by the controlling shareholders and actual controllers of listed companies), Except that other shareholders of the joint-stock company provide financial assistance with the same conditions according to the proportion of capital contribution. As other shareholders of Shanghai Taihao did not provide financial assistance with the same conditions according to the proportion of capital contribution, the extension of financial loans provided by Changchun Delian to Shanghai Taihao was inconsistent with the revised stock listing rules of Shenzhen Stock Exchange.
The revision of the rules disrupted Guangdong Delian Group Co.Ltd(002666) ‘s plan. At the extraordinary general meeting of shareholders of the company, affiliated shareholders Xu Xianda, Xu tuanhua and Xu Qingfang (holding 404 million shares in total) avoided voting, and the financial loan extension proposal was rejected with the voting result of “agreeing to 20100 shares, opposing 2987300 shares and abstaining from 0 shares”.
It is worth mentioning that, in addition to the above 16.5 million yuan loan, Changchun Delian also provided a total of 35.5 million yuan loan to Shanghai Taihao from August to October last year, and these loans will gradually expire from August to October this year.
“For the loans that have not yet matured, the company will further urge Shanghai Taihao to raise repayment funds in time to avoid the overdue of other financial assistance funds.” Guangdong Delian Group Co.Ltd(002666) said.
