It still failed to recover one year beyond the agreed period, and it was also short of funds. The amount of equity transfer was as high as 320 million yuan, of which 300 million yuan was suddenly offset by two houses. Such a strange thing is happening on Suzhou Victory Precision Manufacture Co.Ltd(002426) (002426. SZ).
Suzhou Victory Precision Manufacture Co.Ltd(002426) on February 22, it was disclosed that in view of the overdue counterparty, the second phase equity transfer payment of the atomic company Nanjing Dele Technology Co., Ltd. (hereinafter referred to as “Dele technology”) that had not been paid to the company was 320 million yuan, and the payment method would be changed from pure cash to a combination of cash and in kind, of which the payment part in kind was 300 million yuan, The corresponding assets are two sets of real estate under the name of the actual controller of the counterparty and its related parties.
Suzhou Victory Precision Manufacture Co.Ltd(002426) the transfer of the equity of Dele technology took place in May 2020 and has been nearly two years now. Since June of that year, the two sides have signed supplementary agreements three times to modify the payment time and amount. Up to now, among the transfer funds of 1.036 billion yuan, in addition to the initial payment of 130 million yuan, Suzhou Victory Precision Manufacture Co.Ltd(002426) 906 million yuan has not been recovered.
Since 2018, Suzhou Victory Precision Manufacture Co.Ltd(002426) operating performance has continued to decline, with a huge loss of billions of yuan in net profit, and funds are becoming increasingly tight. Many subsidiaries and assets have to be sold off. What kind of real estate can offset 300 million yuan of large claims? The first financial survey found that Deloitte technology was acquired in Suzhou Victory Precision Manufacture Co.Ltd(002426) 2015. The seller at that time was actually the same as the buyer of this transfer.
Suzhou Victory Precision Manufacture Co.Ltd(002426) said that the overdue equity transfer was due to the seller’s financing failing to meet expectations. Suzhou Victory Precision Manufacture Co.Ltd(002426) when acquiring Delo technology, the premium was as high as 186%, from which the former major shareholder received a consideration of nearly 500 million yuan. From 2018 to 2019, just before the start of this transfer, after continuous reduction, the former major shareholder of Dele technology emptied Suzhou Victory Precision Manufacture Co.Ltd(002426) shares and cashed out more than 620 million yuan.
Even if the second phase equity transfer payment is repaid through the real estate and recovered on schedule before the end of March, the remaining three and four phases still involve an amount of 586 million yuan of payables. In the case of repeated overdue, there is also great doubt about whether the counterparty has the ability to pay.
two suites offset 300 million debt?
The disclosure on February 22 is a reply to the inquiry of the Shenzhen Stock Exchange. Previously, on January 29, the company announced that on January 28, the company and its counterparty signed the third supplementary agreement on the equity transfer agreement of Delo technology.
According to the disclosure, the main contents of the supplementary agreement include the agreement to extend the time for the counterparty to pay the equity transfer payment of phase II of Delo technology to March 31, 2022, and the payment method is changed from pure cash to a combination of physical goods and cash. Among them, the cash part is not less than 20 million yuan, and the physical part is planned to be paid with the real estate held by the counterparty and its actual controller. After the disclosure of the above supplementary agreement, the Shenzhen stock exchange immediately asked for supplementary disclosure of relevant issues.
De Le technology was originally a Suzhou Victory Precision Manufacture Co.Ltd(002426) wholly-owned subsidiary. In May 2020, the company sold 100% equity of Deloitte technology to Nanjing Deloitte Business Management Co., Ltd. (hereinafter referred to as “Deloitte business”) and Nanjing Xingyue business management partnership (hereinafter referred to as “Xingyue business”), with a transfer price of 1.036 billion yuan. Together with Deloitte technology’s liabilities for Suzhou Victory Precision Manufacture Co.Ltd(002426) , the total amount was 1.306 billion yuan.
According to the agreement of both parties at that time, within 10 working days from the effective date of the agreement, De Le commerce and other two companies shall pay the down payment of RMB 130 million to the jointly managed account and another RMB 450 million within 90 days from the date of completion of the first equity delivery. Pay another 100 million yuan within 12 natural months from the date of completion of equity delivery. The remaining 626 million yuan will be paid from December 31, 2022 to December 31, 2024.
After signing the agreement, Suzhou Victory Precision Manufacture Co.Ltd(002426) signed supplementary agreements with counterparties for many times to modify the payment conditions of transaction funds. In June 2020, the two sides signed a supplementary agreement for the first time, extending the payment time of phase II transfer to seven months from the month after the equity transfer agreement came into effect, and after the completion of the first equity delivery, the amount remained at 450 million yuan, and the amount and time of subsequent three phases were adjusted accordingly. Since then, the two sides signed a second supplementary agreement in March 2021 to adjust the payment amount of phase II equity transfer to 320 million yuan, which will be extended until December 31, 2021. After the expiration, the other party still hasn’t paid, so the third supplementary agreement on January 28 appeared.
According to the disclosure, Dele commerce is a one-man limited liability company with a registered capital of 1 billion yuan. It was established in March 2018. Chen Zhu holds 100% equity and a registered capital of 1 billion yuan. Xingyue commerce was established in November 2019 and Chen Zhu holds 90%.
Up to now, in addition to the initial payment of 130 million yuan, Suzhou Victory Precision Manufacture Co.Ltd(002426) has not received the phase II equity transfer payment paid by the other party, and the total amount of unpaid remaining equity transfer payment has reached 906 million yuan. The disclosure also shows that after the two sides signed the supplementary agreement three times, the assets used by the counterparty to pay the phase II transfer payment are mainly composed of real estate.
Suzhou Victory Precision Manufacture Co.Ltd(002426) in reply to the inquiry of Shenzhen Stock Exchange on February 22, it was said that the 300 million yuan of physical assets for debt repayment came from two sets of real estate held in the name of Chen Zhu and his related parties. Moreover, for the remaining unpaid equity transfer funds, the payment method has also changed from pure cash to a combination of physical goods and cash.
It is worth noting that Suzhou Victory Precision Manufacture Co.Ltd(002426) funds are quite tight. According to the third quarterly report, as of the end of September 2021, the company’s short-term loan balance was 26.66 billion yuan, but the monetary fund balance in the same period was only 660 million yuan, there was an obvious liquidity gap.
business
In July 2015, Suzhou Victory Precision Manufacture Co.Ltd(002426) acquired three foreign companies through fixed growth, of which Deloitte technology is one. The original main seller was Chen Zhu. After a round trip, the ownership of Dele technology has returned to the origin.
According to the acquisition plan at that time, Suzhou Victory Precision Manufacture Co.Ltd(002426) acquired all the shares of Dele technology from five shareholders by issuing 66.127 million shares. As the major shareholder holding 81.02%, Chen Zhu obtained 54.96 million shares, with a corresponding price of 495 million yuan.
In June 2016, Chen Zhu’s shareholding increased to 137.4 million shares. In December of that year, Chen Zhu invested about 350 million yuan at the price of 6.6 yuan, subscribed for 53.03 million shares of Suzhou Victory Precision Manufacture Co.Ltd(002426) and became a shareholder holding more than 5%.
During the acquisition process, Deloitte technology obtained a high premium. The disclosure shows that the company’s book net assets are 209 million yuan. From 2012 to 2013, its net profit was only 38.53 million yuan and 39.54 million yuan respectively, and only 9.5146 million yuan in the first three quarters of 2014, but the transaction price reached 595 million yuan, with a premium rate of 185.16%.
At the time of this transfer, the asset scale of Deloitte technology has increased significantly compared with the beginning of Suzhou Victory Precision Manufacture Co.Ltd(002426) acquisition. By the end of March 2020, the total assets of Deloitte technology were 2.14 billion yuan and the net assets were 1.036 billion yuan, but Suzhou Victory Precision Manufacture Co.Ltd(002426) basically did not make a premium. After the transfer, De Le commerce and Xingyue commerce immediately actually controlled the finance and operation of the company.
Suzhou Victory Precision Manufacture Co.Ltd(002426) said that the overdue equity transfer was due to the fact that the financing of De Le commerce and Xingyue commerce did not meet expectations. However, according to public data, as the actual controllers of the two companies, Chen Zhu has cashed out more than 620 million yuan in Suzhou Victory Precision Manufacture Co.Ltd(002426) by reducing his shares after the acquisition.
From November 27 to December 7, 2018, Chen Zhu reduced a total of 34 million shares, with an average reduction price of about 2.68 yuan and cash out of more than 90 million yuan. And sell all the remaining 143 million shares from the first quarter of 2019 to the first quarter of 2020. Calculated according to the average interval price, the reduction amount is about 400 million yuan. In addition, from October to November 2016, Chen Zhu reduced his holdings of Suzhou Victory Precision Manufacture Co.Ltd(002426) 1271 million shares, corresponding to the stock price at that time, and the amount of reduction was about 130 million yuan.
According to the above data, after deducting the fixed increase cost, Chen Zhu’s cumulative cash out amount is still more than 280 million yuan. Even with the transfer payment of 130 million yuan already paid, there is still a surplus of about 150 million yuan for Chen Zhu’s reduction of Suzhou Victory Precision Manufacture Co.Ltd(002426) .
It is worth noting that the time of Chen Zhu’s large-scale reduction is the eve of the change of Delo technology’s performance. According to the agreement of both parties, the net profit of Deloitte technology from 2015 to 2017 shall not be less than 80 million yuan, 96 million yuan and 115.2 million yuan respectively. During the commitment period, the net profit of the company was 90.467 million yuan, 152 million yuan and 158 million yuan respectively. However, in the first year (2018) after the expiration of the commitment period, Deloitte technology’s performance changed rapidly, with a net profit of only 75.1 million yuan, a loss of 125 million yuan in the next year, and a continued loss of 27.86 million yuan in the first quarter of 2020.
funds are tight and trading at a loss continues
What kind of real estate can be worth 300 million yuan, so that Suzhou Victory Precision Manufacture Co.Ltd(002426) with insufficient funds agrees to offset debts that have been overdue for more than a year? In the two disclosures, Suzhou Victory Precision Manufacture Co.Ltd(002426) did not mention the specific information such as the number, nature, urban area, location and area of real estate.
In the announcement on January 29, the company only said that the source of funds for the subsequent equity transfer of Deloitte technology includes the proceeds from the pledge or disposal of assets held by the counterparty, including but not limited to real estate and equity, as well as the disposal of assets under its actual controller and the equity financing of the company, The physical assets are to be paid based on the value of the real estate held by the counterparty and its actual controller.
On February 22, when replying to the inquiry of Shenzhen Stock Exchange, the company said that the physical assets were two sets of real estate held by Chen Zhu and his related parties, and the real estate certificate numbers were Su (2019) ningxuan real estate property right No. 0015 * * * and su (2019) ningxuan real estate property right No. 0008 * * *, and no more information was disclosed.
Since 2018, Suzhou Victory Precision Manufacture Co.Ltd(002426) operating performance has continued to decline. Another company acquired with Deloitte technology has even experienced financial fraud, and its operating revenue has also declined from 1.727 billion yuan in 2018 to 959 million yuan in 2020. The total net profit loss in 2018 and 2019 exceeded 3.7 billion yuan. The performance forecast shows that the deduction of non net profit in 2021 is expected to lose 450 million yuan to 500 million yuan.
In order to alleviate the financial pressure, the company raised funds through private enterprise rescue funds as early as 2018. In November of that year, Suzhou New District Hi-Tech Industrial Co.Ltd(600736) Asset Management Co., Ltd. entrusted Suzhou trust to lend 600 million yuan to Suzhou Victory Precision Manufacture Co.Ltd(002426) . After several extensions, the original two-year loan has not been repaid yet.
The most recent extension was on January 21 this year. As the remaining 150 million yuan loan principal is about to expire, the company negotiated with Suzhou trust to extend the total term of the loan to 45 months, and the final repayment period is October 23 this year.
In addition, Suzhou Victory Precision Manufacture Co.Ltd(002426) also sold assets and sold a number of subsidiaries and assets. Last September, the company signed an agreement with Yunnan Energy New Material Co.Ltd(002812) to transfer to the joint venture jointly established by Yunnan Energy New Material Co.Ltd(002812) and its related parties by establishing a joint venture. After the transfer, Suzhou Victory Precision Manufacture Co.Ltd(002426) holds 19.8% of the shares in the joint venture.
According to the disclosure, the transfer price of the two subsidiaries was 771 million yuan and Suzhou Victory Precision Manufacture Co.Ltd(002426) received about 600 million yuan in cash. However, the two subsidiaries are also acquired, and the equity cost paid is more than 1.06 billion yuan, which does not include the capital investment in project construction and operation after the acquisition.
Before and after that, the company also transferred the 3D cover glass R & D and production project in charge of its subsidiary Anhui Shengli in a similar way, with a price of 495 million yuan, from which it obtained more than 140 million yuan in cash. The project is a fixed raising investment project in 2016. As of the time of transfer, the actual use of the raised funds is 943 million yuan, and the transfer price is only a little more than half of the amount of raising investment.
can the remaining debt of nearly 600 million yuan be recovered
According to the latest agreement of both parties, the equity transfer payment of Delo technology will be paid in four installments. Even if the debt is paid through real estate, the second phase transfer payment will be paid on schedule before the end of March, and the remaining three and four phases will still reach 300 million yuan and 286 million yuan. There is also doubt whether Xingyue commerce and Dele commerce have the ability to pay.
In the latest supplementary agreement, the time for Dele commerce and Xingyue commerce to pay the third and fourth equity transfer payments is before December 31, 2022 and December 31, 2023 respectively.
According to the disclosure on Suzhou Victory Precision Manufacture Co.Ltd(002426) February 22, as of December 31, 2021, the balance of De Le commercial currency fund was only 15 million yuan, and there was still a gap in the payment of overdue phase II transfer funds; Xingyue commerce was established in November 2019 and has no main business at present.
Suzhou Victory Precision Manufacture Co.Ltd(002426) also said that Chen Zhu and the enterprises under his control do not have large overdue debts, so they have strong financing ability. It is estimated that the total amount of financing can be 530 million ~ 800 million yuan, which can meet the payment of the remaining equity transfer and can be recovered on schedule.
Third party information shows that Chen Zhu has a number of enterprises under his name, owns an airline and was once a shareholder of Zhejiang Changlong airlines. However, in the process of equity transfer of Delo technology, there was overdue payment at the beginning, and even the down payment was delayed.
According to the disclosure of Suzhou Victory Precision Manufacture Co.Ltd(002426) in September 2020, within 50 natural days from the effective date of the equity transfer agreement, De Le commerce and Xingyue commerce have to pay 130 million yuan in the first installment. However, as of the announcement, the other party has only paid 30 million yuan, and the remaining 100 million yuan has not been received. The reason is the impact of the epidemic. Chen Zhu sold his equity of Zhejiang Changlong airlines, and the progress did not meet expectations.
