The 2021 performance forecast released by Shanghai Welltech Automation Co.Ltd(002058) has attracted the attention of the exchange. The focus of regulatory doubt is whether the company can improve its performance by acquiring relevant assets, so as to avoid termination of listing.
On February 10, Shanghai Welltech Automation Co.Ltd(002058) replied to the relevant contents of the attention letter one by one.
regulators questioned whether to avoid termination of listing through acquisition
On January 25 this year, Shanghai Welltech Automation Co.Ltd(002058) released the performance forecast for 2021. The company expects to achieve an operating revenue of 220 million yuan to 250 million yuan and an operating revenue of 140 million yuan to 170 million yuan after deduction in 2021; The net profit attributable to the shareholders of the listed company is 10 million yuan to 15 million yuan.
In response to the performance forecast, the Shenzhen Stock Exchange pointed out that the company expects to achieve an operating income of 140 million yuan to 170 yuan after deduction in 2021, while the company achieved an operating income of 78.5249 million yuan in the first three quarters. Since Ziyan machinery completed the industrial and commercial change registration on October 28, 2021, the operating income after deduction in the fourth quarter was 61.4751 million yuan to 91.4751 million yuan. Therefore, the Shenzhen stock exchange requires the company to explain whether the specific content and amount of operating income deduction comply with the provisions of relevant rules, and explain in detail the reasons and rationality of the sharp increase in operating income in the fourth quarter of 2021, and whether there is a situation of increasing income and net profit through the acquisition of Ziyan machinery to avoid the termination of listing.
Shanghai Welltech Automation Co.Ltd(002058) said in the reply that the deduction of operating income in the performance forecast of the company is mainly the income of subsidiaries merged under the same control from the beginning of the period to the merger date, that is, the operating income of Ziyan machinery from January to October 2021 is about 89 million yuan.
In addition, according to the communication between the company and the audit institution, the income generated by some businesses that have not formed or are difficult to form a stable business model is deducted, and the amount of deduction is expected to be no more than 200000 yuan. The above deduction of operating income complies with the provisions of "4.2 matters related to deduction of operating income" in the guide for self discipline supervision of listed companies No. 1 - business handling.
"The high proportion of operating revenue in the fourth quarter is a common feature of the company's industry." Shanghai Welltech Automation Co.Ltd(002058) said in the announcement that through effective sales incentives, production guarantee and other measures, the company's annual sales performance increased significantly in 2021. In the fourth quarter, after deducting the influencing factors of Ziyan machinery, the company's operating revenue is expected to be 43-53 million yuan, an increase of 52% - 87% over the same period of the previous year. Shanghai Welltech Automation Co.Ltd(002058) also mentioned that Ziyan machinery had an operating revenue of about 25 million yuan to 30 million yuan from November to December 2021, and its performance further improved the company's revenue scale in the fourth quarter of the reporting period.
excluding acquisition factors, the performance can also be positive
Shanghai Welltech Automation Co.Ltd(002058) delisting risk warning was implemented because the lower of the company's net profit before and after deducting non recurring profits and losses in 2020 is negative and the annual operating income is less than 100 million yuan. The above two financial data touch the relevant provisions of Shenzhen Stock Exchange.
Since then, the company has actively taken measures to improve its business performance, including decomposing the annual sales indicators layer by layer, increasing the proportion of sales commission and incentive, accelerating the construction of flow calibration device of Zhejiang Weitai Instrument Co., Ltd., actively looking for acquisition and integration objectives in the industry, and improving the overall strength and business scale of the enterprise through acquisition and merger.
In September 2021, Shanghai Welltech Automation Co.Ltd(002058) announced that the company planned to purchase 51% equity of Ziyan machinery held by Zijiang group by paying cash. This transaction is a specific measure to implement the strategic goal of listed companies to actively explore new business areas and development directions. After the completion of this transaction, the listed company will further extend to the production field of professional testing equipment on the basis of the original instruments, industrial automation, environmental monitoring system and other fields.
Investors are also very concerned about whether Shanghai Welltech Automation Co.Ltd(002058) can turn losses and whether there is delisting risk.
Shanghai Welltech Automation Co.Ltd(002058) said that with the effective implementation of relevant measures and the improvement of market environment, the company's business status has been significantly improved. According to the company's report for the third quarter of 2021, the company has turned losses into profits in the third quarter. At the same time, according to the current preliminary calculation of the company's financial department on the performance of 2021, excluding the performance improvement factors brought by the reorganization of Ziyan machinery, the company can also achieve a positive net profit after deducting the operating income of more than 100 million yuan and deducting non recurring profits and losses.
In the announcement of the company's performance forecast for 2021, the company said that if the audited financial data of the company in 2021 are consistent with the performance forecast, there is no delisting risk warning situation that "the audited net profit of the company in the latest fiscal year is negative and the operating income is less than 100 million yuan", If the company does not have other circumstances requiring the implementation of "delisting risk warning" specified in Chapter 9 of the Listing Rules of Shenzhen Stock Exchange (revised in 2022), the company will apply to Shenzhen stock exchange for cancellation of the "delisting risk warning" when disclosing the 2021 annual report.
Shanghai Welltech Automation Co.Ltd(002058) at the same time, it said that due to the relevant audit work being carried out, there is still some uncertainty whether the audited final financial data of the company in 2021 meet the requirements of canceling the "delisting risk warning"; If the company applies to cancel the "delisting risk warning", it also needs the approval of Shenzhen Stock Exchange, and there is also uncertainty about whether it can obtain the approval of Shenzhen Stock Exchange.
well known venture capitalists favor taking shares
The reporter noted that the actual controller of Shanghai Welltech Automation Co.Ltd(002058) is Shen Wen, who is also the actual controller of another A-share listed company Shanghai Zijiang Enterprise Group Co.Ltd(600210) . In addition, Shanghai Welltech Automation Co.Ltd(002058) there is also a star shareholder - Tibet Saifu Heyin Investment Co., Ltd.
According to tianyancha, Tibet Saifu Heyin Investment Co., Ltd. was established in 2013 with a registered capital of 300 million yuan. It is a wholly-owned subsidiary of Guangzhou Saifu Heyin Asset Management Co., Ltd. Saifu asset management is a comprehensive asset management institution under Saifu fund, an internationally renowned private equity investment management institution.
According to public information, Yan Yan, a well-known investor in China's venture capital circle, joined Sifu in October 2001 and is now the chief partner of Sifu investment fund. Before working for Sifu, Yan Yan worked as the managing director of AIG Asia infrastructure investment fund and the director of Hong Kong office. As a "Godfather" in the field of venture capital in China, Yan Yan and his Saifu fund have won many honors.
Shanghai Welltech Automation Co.Ltd(002058) has long intersected with Saifu asset management.
In June 2019, wiltai disclosed a related party transaction about cooperation with professional investment institutions. That is, the company plans to subscribe 65 million yuan of new capital contribution to Shanghai Zizhu Xiaomiao Lang new venture capital partnership with Shanghai Angel guidance Venture Capital Co., Ltd., Guangzhou Saifu Jianxin small and medium-sized enterprise industrial investment fund partnership (limited partnership), natural persons Wang Zhenhua and Huang Jiakun, of which 10 million yuan is contributed by the company. In addition, the company plans to invest 1.25 million yuan with Tibet Saifu Heyin Investment Co., Ltd. to jointly increase the capital of Shanghai Xiaomiao Langcheng Investment Management Co., Ltd. by 2.5 million yuan. After the capital increase, the registered capital of Shanghai Xiaomiao Langcheng Investment Management Co., Ltd. will increase from 10 million yuan to 12.5 million yuan.
In February 2020, based on the promising future development prospects of listed companies and in combination with its own strategic development needs, Tibet Saifu Heyin Investment Co., Ltd. transferred 14.3272 million shares (accounting for 9.99% of the total shares of the company) held by the original shareholder Anqing jin'anhui Auto Parts Manufacturing Co., Ltd. with a total transfer price of 224 million yuan at 22.6 yuan / share. In March of the same year, Tibet Saifu Heyin increased its holding of 20000 shares of the company at the price of 17.05 yuan / share, making the shareholding ratio reach 10%. Based on a rough calculation of the closing share price of 11.94 yuan on Shanghai Welltech Automation Co.Ltd(002058) February 11, the book floating loss of Tibet Saifu Heyin is about 153 million yuan.
