About Jiangsu Daybright Intelligent Electric Co.Ltd(300670)
Reorganization inquiry letter
Inquiry letter on non licensed restructuring of gem [2022] No. 1 Jiangsu Daybright Intelligent Electric Co.Ltd(300670) board of directors:
On January 24, 2022, your company directly disclosed the report on major asset purchase and related party transactions (Draft) (hereinafter referred to as the "report"), Jiangsu Daye New Energy Technology Co., Ltd. (hereinafter referred to as "Daye new energy"), a wholly-owned subsidiary of Jiangsu Daye New Energy Technology Co., Ltd., or other entities designated by Jiangsu Daye New Energy Technology Co., Ltd., intends to pay cash from the original lessee Tianjin Huajing zero one ship leasing Co., Ltd. (hereinafter referred to as "Huajing zero one") Tianjin Huajing zero two ship leasing Co., Ltd. (hereinafter referred to as "Huajing zero two") undertakes the financial leasing interests of Huajing 01 and Huajing 02 ships. When the lease term expires, the listed company will obtain the ship ownership of Huajing 01 and Huajing 02. Our department has conducted formal examination on the above disclosure documents, and please improve them from the following aspects:
1、 About trading scheme and counterparty
1. The report shows that the underlying assets of this transaction are the financial leasing interests related to Huajing 01 and Huajing 02 offshore wind power installation platforms (hereinafter referred to as "the underlying assets"), The fund payment arrangement in the relevant transaction plan includes: Daye new energy or other entities designated by Daye new energy pay a total of 292 million yuan to the original lessee Huajing one and Huajing two within 40 days after the shareholders' meeting. As the original lessee, Huajing one and Huajing two have paid to Hailong 10 (Tianjin) Leasing Co., Ltd. (hereinafter referred to as "Hailong 10") The consideration compensation paid by Hailong 11 (Tianjin) Leasing Co., Ltd. (hereinafter referred to as "Hailong 11") for the ship financial lease payment; In May 2021, the company acquired 10% equity of Gulf electric held by Ningbo Meishan bonded port area Baozhou equity investment partnership (limited partnership) (hereinafter referred to as "Ningbo Baozhou", the controlling shareholder of Gulf electric). Later, Ningbo Baozhou triggered the equity return clause, resulting in a repurchase amount of RMB 127.5 million receivable from Ningbo Baozhou. According to the relevant contracts of this transaction, Jiangsu Huajing Zifu Enterprise Management Co., Ltd. (hereinafter referred to as "Huajing Zifu") undertakes the payment obligation of RMB 127.5 million for Ningbo Baozhou, which is offset by the ship transfer payment; From January 1, 2022, Daye new energy or other entities designated by Daye new energy will pay Huajing 01 ship financial lease payment of US $24400 / calendar day to Hailong 10 and Huajing 02 ship financial lease payment of US $24400 / calendar day to Hailong 11 on a quarterly basis according to the original contract, which is expected to end on September 30, 2026, Daye new energy or other entities designated by it shall pay the rent of the last day and the remaining financial lease payment of USD 1783730.71.
(1) Please supplement the specific meaning of the subject asset of this transaction as "financial leasing interest", including the contents of the contract terms involved in the relevant interests, the contents of various specific rights and obligations and the holding (burden) subjects, the relationship between the relevant interests and the real rights of Huajing 01 and Huajing 02 ships, and whether the company has the right to freely exercise, transfer or give up after obtaining the relevant interests; The relationship and validity status between the previous ship sales contract, transaction memorandum, lease contract, etc. of the equity transferor and the contract to be signed in this transaction, and the rights and obligations of the parties signing the relevant contract in this transaction; In combination with the above answers, further clearly and completely describe the transaction plan, including the content and holder of the underlying asset, the counterparty, the transaction amount, the payment method and object, the items corresponding to each price, the delivery process of the underlying asset and the ownership of rights and obligations at each stage, the control of the transaction process, the liability for breach of contract at each stage and the treatment arrangement, If necessary, it shall be illustrated.
(2) Please clarify the specific meaning of "Daye new energy or other entities designated by Daye new energy shall pay a total of 292 million yuan to the original Charterers Huajing zero one and Huajing zero two within 40 days after the adoption of the general meeting of shareholders, as the consideration compensation for the ship finance lease payment paid by the original Charterers Huajing zero one and Huajing zero two to Hailong 10 and Hailong 11", Clarify the specific direction or scope limitation of "other entities", and in combination with the ownership of the underlying asset, the operation status, business development, main financial data, depreciation and impairment provision, and the flow of economic benefits generated by the operation of the ships Huajing 01 and Huajing 02 involved in the underlying asset during the lease period corresponding to the above paid lease payment, Explain the reasons and rationality for the listed company to retroactively compensate the original lessee for the financial lease payments paid in the past period.
(3) In combination with the answer to question (1) (2), please add the specific meaning and compensation method of "ship transfer payment" in "Huajing Zifu undertakes the payment obligation of RMB 127.5 million of Ningbo Baozhou and offsets the ship transfer payment"; In combination with the equity structure of Jiangsu Gulf Electric Technology Co., Ltd. (hereinafter referred to as "Gulf technology", the controlling shareholder of Huajing Zifu and your company's joint-stock company) and Huajing Zifu, explain whether the relevant subjects of the contract agreed by the company to pay the equity repurchase price of Gulf technology instead of Ningbo Baozhou have fulfilled the review procedures, Whether there is a situation that Ningbo Baozhou debt is exempted in a disguised form, thereby damaging the interests of the listed company; In combination with the operation and financial status of Ningbo Baozhou and Huajing Zifu, the effective conditions and performance guarantee measures of this debt transfer, please explain whether Ningbo Baozhou and Huajing Zifu are able to pay relevant funds if this major asset restructuring transaction fails to be realized.
(4) According to the report, the relevant contracts of this transaction, such as the tripartite supplementary agreement of cmhi181-1 ship sales contract and the tripartite supplementary agreement of cmhi181-2 ship sales contract, are attached with the effective conditions of going through the examination and approval procedures in accordance with laws and regulations and being deliberated and approved by the general meeting of shareholders. The above supplementary agreement also stipulates that your company promises and guarantees to reach an agreement with China Merchants heavy industry (Jiangsu) Co., Ltd. (hereinafter referred to as "China Merchants heavy industry") on matters related to the transformation of ship cranes, sign the ship crane transformation contract, and provide the crane procurement contract to Party a (Hailong No. 10 and Hailong No. 11) before January 15, 2022, The crane used for the transformation of ship crane will arrive at the shipyard before March 20, 2022 (the time will be postponed due to transportation), and the transformation progress payment will be paid to China Merchants heavy industry on schedule according to the ship crane transformation contract. The completion time of ship reconstruction agreed in the original ship sales contract is postponed to the delivery date agreed in the ship crane reconstruction contract. If the above supplementary agreement fails to come into force before March 31, 2022, the ownership of the ship shall belong to Party A.
Please explain that the listed company will pay Huajing 01 and Huajing 02 to the original lessor from January 1, 2022 in combination with the current use status of the ships Huajing 01 and Huajing 02 involved in the subject assets, ownership, control, risk and income attribution, as well as the specific terms of the contract and similar comparable transactions The reason and rationality of the financial lease payment of US $24400 / calendar day for Huajing 02 two ships; Whether the company has the right to disclose the cost and control of the underlying assets, or whether the company has the right to review and bear the risks under the circumstances of the need to disclose the cost and control of the underlying assets; Please specify the signing status and implementation of the above-mentioned ship crane reconstruction contract and procurement contract, and the logical relationship between the supplementary agreement "effective after deliberation and approval by the general meeting of shareholders" and "the ship belongs to Party A in order to take effect before March 31", and in combination with the review progress of the relevant contracts of this transaction, the procedures and uncertainties to be performed in this transaction, Analyze and explain the loss risk that the above agreement may bring to the company, and whether the relevant arrangements are prudent and reasonable.
2. On May 21, 2021, your company disclosed the plan for issuing shares and paying cash to purchase assets and raise supporting funds and related party transactions (hereinafter referred to as the "plan"), which plans to purchase 10.00% equity of Gulf technology held by Ningbo Baozhou with RMB 125 million in cash, and then purchase Ningbo Baozhou Taizhou Shengxin Venture Capital Management Co., Ltd. and other 15 trading partners hold 54.00% equity of Gulf technology. On January 23, 2022, your company disclosed the announcement on major adjustment of the composition of the restructuring plan adjustment and the report, which plans to undertake the financial leasing right and ownership of Huajing 01 and Huajing 02 ships from Huajing 01 and Huajing 02 with a total amount of US $133.9856 million (equivalent to about 854 million yuan at the exchange rate on December 31, 2021).
(1) Please supplement the specific reasons for the adjustment of the plan in combination with the factors such as the counterparty, the underlying assets, the payment method of consideration, performance commitment and so on before and after the adjustment of the major asset restructuring plan.
(2) In combination with the specific conditions related to the asset appraisal in the plan and report, your company is requested to supplement the specific differences between the target assets in the plan and report, the reasons for the large differences in the overall valuation, and whether the appraisal values of the target assets in the two asset appraisal conclusions are consistent. (3) The reasons why the company adjusted the transaction plan and payment method, combined with the analysis of the company's current operation and financial status, capital demand, financing channels and feasibility, explain the rationality of changing to cash payment of transaction consideration, the capital source of the company's cash payment and its impact on the transaction.
2、 About the underlying assets
3. According to the report, Huajing 01 and Huajing 02 are two lifting platforms for offshore wind power equipment,
Both were completed in July 2020. Talentrex1 Company Limited and talentrex2 Company Limited (hereinafter referred to as "talent rex1 / talent REX2") initially ordered the construction from China Merchants Industry Group Co., Ltd. (hereinafter referred to as "China Merchants Industry") in March 2017 and paid an advance payment of US $5.8 million respectively. Later, due to changes in market conditions, Talent rex1 / talent REX2 abandoned the purchase of the ship in June 2020 and was undertaken by Gulf technology. It was agreed that the US $5.8 million paid by talent rex1 / talent REX2 would be regarded as part of the first installment payment for the purchase of the ship by Gulf technology, and Gulf technology and talent rex1 / talent REX2 would negotiate and solve the US $5.8 million issue respectively; On November 23, 2021, China Merchants Industry, Hailong No. 10 and Hailong No. 11 issued the notice of termination due to the shortage of funds and arrears of payment of Gulf electric, Huajing zero one and Huajing zero two.
(1) Please supplement the initial construction contract price of Huajing 01 and Huajing 02, the specific reasons for the initial entrusting party talent rex1 / talent REX2 to abandon the purchase of the ship, whether there is any difference between the current use and status of the ship when talent rex1 / talent REX2 abandons the purchase and Huajing 01 and Huajing 02, and the specific reasons and transaction background for Gulf technology to take over the relevant ships.
(2) Please supplement the main purpose, main performance, main business, business model, etc. of Huajing 01 and Huajing 02, the income situation, cash flow details, the names of main customers and suppliers, the number of operation and maintenance team personnel, professional background, professional qualification, subordinate units and other basic information since the completion of the project.
(3) Please supplement and disclose the specific operation of the subject asset since its completion, including but not limited to the business development mode and required conditions, in accordance with the relevant requirements of Article 17 of the standards for the content and format of information disclosure by companies offering securities to the public No. 26 - major asset restructuring of listed companies (revised in 2022) (hereinafter referred to as the "standards for the format No. 26") Main customers, specific business projects undertaken, operation days, repair and maintenance, transformation, on-hand orders, main order prices, etc.
4. The report states that "the subject equipment is currently in normal operation, and has been operated by Huajing zero one and Huajing zero two since the completion of construction, responsible for offshore wind power and other marine engineering related businesses. As of the date of signing this report, Huajing 01 and Huajing 02 have not engaged in any business" and "the assets to be purchased in this transaction do not constitute complete operating assets"; Rongcheng Certified Public Accountants (special general partnership) issued the audit report on simulated consolidated financial statements of ship assets to be sold (Rongcheng Shenzi [2022] No. 241z0001).
(1) Please supplement the preparation basis, scope and main audit standards of the simulated consolidated financial statements attached to the audit report of the simulated consolidated financial statements, the specific differences between the preparation of the simulated financial statements and the financial statements of Huajing zero one and Huajing zero two, and whether it can fairly reflect the financial status and operating results of the underlying assets in all aspects, Analyze and explain the reasons for determining that "the assets to be purchased in this transaction do not constitute complete operating assets", and the reasons and rationality for not constituting complete operating assets but preparing simulated consolidated financial statements.
(2) Please list the details of assets and liabilities in the simulated consolidated financial statements, explain their specific composition and causes one by one in combination with the operation of the underlying asset business, and explain the rationality of their inclusion in the financial statements, and explain the referentiality of the above simulated financial statements to the judgment of the value of the underlying assets in combination with the analysis of the underlying assets of this acquisition.
(3) Please complete, update and supplement the financial report and audit report of the subject assets disclosed in accordance with the relevant preparation standards and deadline requirements in Article 63 of the format standard No. 26. 5. The report shows that the appraisal institution has appraised the two water platforms involved in the ship financial leasing interests of Huajing zero one and Huajing zero two, and their book value is
800.7107 million yuan. The appraisal value based on July 31, 2021 is 85.1675 million yuan, the appraisal value-added is 50.9643 million yuan, and the appreciation rate is 6.36%. Only the replacement cost method is adopted.
(1) Please further explain whether the future income of the underlying asset is stable and predictable in combination with the historical operation of the underlying asset, the current situation (including whether it can be put into use immediately, upgrading demand, various costs required for upgrading, etc.), and relevant market conditions (including major customers, supply and demand, market price, etc.). If so, Please explain the reason and rationality of not using the income method to evaluate the subject assets; If not, please explain the rationality and necessity of the company's acquisition of the target assets, the estimation and rationality of the future operation of the target assets in this valuation, and fully prompt the risks.
(2) The report states that "water platforms are different from general-purpose equipment, with scarce quantity and different performance in the market. It is difficult to obtain transaction cases similar to the entrusted assets in the open market, so it is difficult to adopt them
