Liaoning Kelong Fine Chemical Inc(300405) ( Liaoning Kelong Fine Chemical Inc(300405) , SZ) announced on the afternoon of March 1 that it planned to sell the equity of juxun semiconductor technology (Shanghai) Co., Ltd. (hereinafter referred to as juxun Technology) to a third party.
"Didn't you just buy it?" Investors are puzzled by the move of listed companies. The reporter of the daily economic news noted that Liaoning Kelong Fine Chemical Inc(300405) had spent a lot of effort to acquire juxun technology, and the transfer was not completed until June last year. At that time, listed companies said that the acquisition would cultivate new profit growth points for them, but now it is strange to sell them in less than a year.
intends to divest and acquire a semiconductor subsidiary shortly
According to Liaoning Kelong Fine Chemical Inc(300405) announcement, the board of directors and the board of supervisors of the company reviewed and passed relevant proposals, agreed to transfer 51% equity of juxun technology held by the company, and signed a conditional equity transfer agreement with the trading partner Nanjing yingruichuang Electronic Technology Co., Ltd. (hereinafter referred to as yingruichuang Electronics).
Juxun technology is an integrated circuit design enterprise focusing on the R & D and sales of analog integrated circuit chips. The company's products are mainly signal chain analog chip operational amplifiers. As of December 31, 2021, the net assets of juxun technology were 139453 million yuan; The total equity value of the company's shareholders assessed by the income method is 118 million yuan, with a value-added rate of 743.13%. After negotiation, the total price of this transaction is 75 million yuan, including 59.7 million yuan for the purchase of equity transfer and 15.3 million yuan for shareholders' dividends distributed but not paid by juxun technology in 2021. "This transaction is expected to generate revenue of about 10 million to 20 million yuan." Liaoning Kelong Fine Chemical Inc(300405) indicates.
Juxun technology has not entered the Liaoning Kelong Fine Chemical Inc(300405) system for a long time.
In September 2020, Liaoning Kelong Fine Chemical Inc(300405) issued a reorganization plan, which planned to purchase 100% equity of juxun technology held by Zhang Zhicai, Jiang Yujun and Yurong electronics by issuing shares and paying cash. At that time, the estimated value of all shareholders' equity of juxun technology was 180 million yuan. However, by January 2021, the listed company said it planned to terminate the restructuring and change the transaction to cash purchase of assets. In February of the same year, Liaoning Kelong Fine Chemical Inc(300405) issued the announcement of cash acquisition of 51% equity of juxun technology, and planned to implement the acquisition with 49.4 million yuan. On June 25, 2021, juxun technology completed the industrial and commercial change of 51% equity and became a Liaoning Kelong Fine Chemical Inc(300405) holding subsidiary.
Liaoning Kelong Fine Chemical Inc(300405) is mainly engaged in the R & D, production and application of ethylene oxide derivative deep processing technology, while juxun technology is mainly engaged in the R & D and sales of analog integrated circuit chips. For listed companies, the cross-border restructuring is huge, which has also aroused many doubts from the outside world. In 2020 and 2021, Shenzhen Stock Exchange issued restructuring inquiry letters and concern letters respectively, requesting Liaoning Kelong Fine Chemical Inc(300405) to explain the necessity and risks of acquiring juxun technology.
Liaoning Kelong Fine Chemical Inc(300405) said in reply to the Shenzhen stock exchange that the analog integrated circuit industry is booming, and the transaction can expand the company's business chain and cultivate new profit growth points for the company. "The company has expectations for the chip semiconductor industry. Through its investment in juxun technology, the company will expand its business field to the chip semiconductor business field, take juxun technology as an opportunity to give full play to the existing advantages of juxun technology, gather talents and accumulate resources, so as to lay a foundation for absorbing more other types of enterprises in the semiconductor industry in the future and cultivate the company New profit growth points and pave the way for the layout of electronic chemicals being developed by the company. " Liaoning Kelong Fine Chemical Inc(300405) once said so.
However, less than a year later, Liaoning Kelong Fine Chemical Inc(300405) also said that the specific business of the company and juxun technology lacks synergy. It is expected that after yingruichuang electronics becomes the controlling shareholder of juxun technology, it will provide strong technical support and broader customer resources for juxun technology; At the same time, the listed company said that the sale of juxun technology is conducive to concentrating capital and resource advantages to develop its main business, focusing on the development and construction of new fine chemical materials, vinyl carbonate and electronic chemicals.
On the afternoon of March 1, the reporter called Liaoning Kelong Fine Chemical Inc(300405) investor hotline, but no one answered.
solvency is concerned by regulators
The reporter of the daily economic news noted that the solvency of Liaoning Kelong Fine Chemical Inc(300405) has been the focus of the Shenzhen Stock Exchange. Last September, the Shenzhen Stock Exchange issued an inquiry letter for the company's 2021 semi annual report. Shenzhen Stock Exchange pointed out that at the end of the reporting period, the company's short-term loan balance was 514 million yuan; The ending balance of notes payable was 148 million yuan, an increase of 142.76% over the beginning of the period; The ending balance of accounts payable was 121 million yuan, an increase of 28.46% over the beginning of the period. Shenzhen stock exchange requires the company to analyze and explain the company's debt solvency, whether there is centralized maturity of debt, and assess liquidity risk in combination with monetary capital, realizable assets, net operating cash flow and future investment arrangements.
From the detailed list of short-term loans disclosed by Liaoning Kelong Fine Chemical Inc(300405) at that time, from February 25 to June 6 this year, the company has a number of bank loans due, involving a total loan principal of about 218 million yuan. However, in the view of listed companies, the maturity date of their short-term loans is evenly distributed to each month. There is no centralized maturity. The loan interest is charged on a monthly basis, and there is no need for centralized repayment.
Investors have different opinions on Liaoning Kelong Fine Chemical Inc(300405) plans to divest the equity of juxun technology. Some people say: "less than a year, earn 10 or 20 million, the income is good, concentrate on the main business is better than anything." However, some investors questioned that the company was hyping the stock price through acquisition.
Looking back, the acquisition of juxun technology with the concept of semiconductor has indeed stimulated Liaoning Kelong Fine Chemical Inc(300405) share price. From mid February to mid September last year, Liaoning Kelong Fine Chemical Inc(300405) share price once soared. During this period, the controlling shareholders and directors, supervisors and senior executives of the company successively threw out the reduction plan.
On February 10, 2021, Jiang Yan, the controlling shareholder of Liaoning Kelong Fine Chemical Inc(300405) announced that she would reduce her holdings of no more than 13348100 shares (accounting for 6% of the total share capital of the company) due to "personal capital needs". On April 9, 2021, the company disclosed the package reduction plan of some directors, supervisors and senior executives and the controlling shareholders acting in concert. Zhou quankai, the director of the company, Jin Fenglong, the then director, Liu Xin, the then supervisor, Ji Chunwei, the senior manager (who has resigned), and Pu Yunjun, Hao Lemin and Pu Jingyi, the concerted actors of the controlling shareholder Jiang Yan, were among them.
In September 2021, Liaoning Kelong Fine Chemical Inc(300405) disclosed the results of Jiang Yan's shareholding reduction. From March 11, 2021 to September 10, 2021, she reduced 8.6404 million shares of the company through centralized bidding and block trading, accounting for 3.884% of the total share capital of the company. According to the average transaction price, Jiang Yan cashed out more than 60 million yuan this round.
At the beginning of November 2021, Liaoning Kelong Fine Chemical Inc(300405) disclosed the reduction results of directors, supervisors and senior executives. Ji Chunwei reduced 37700 shares of the company through centralized bidding, while Zhou quankai, Jin Fenglong, Liu Xin, Pu Yunjun, Hao Lemin and Pu Jingyi have not yet reduced their holdings. By the middle of November last year, Zhou quankai, Jin Fenglong and others once again dished out the reduction plan. By late December, the listed company said that since Jin Fenglong, Liu Xin and Ji Chunwei no longer served as directors and supervisors of the company due to the expiration of their term of office, they were not allowed to transfer their shares of the company within six months after leaving office, and the share reduction plan of the above-mentioned personnel was terminated ahead of schedule.
