The company that spent more than 100 million to buy three years ago now needs 0 yuan to transfer? On the evening of December 14, Shenzhen Sunwin Intelligent Co.Ltd(300044) announced that it had received a letter of concern from Shenzhen Stock Exchange.
Just a few days ago, on December 10, the company announced that it planned to transfer 100% of the equity of Anhui Zhongqian held by its wholly-owned subsidiary Hefei Saiwei with 48.5 million yuan. According to the agreement, the counterparty jointly undertook the debt owed by Hefei Saiwei to Anhui Zhongqian according to the shareholding ratio of 48.5 million yuan. Shenzhen stock exchange requires the company to explain whether the essence of this transaction is the transfer of Anhui Zhongqian to the counterparty. If so, it shall explain the basis for determining the transaction price and its fairness.
In addition, in October 2018, the company continued to acquire its minority equity under the condition that it has obtained the control of Anhui Zhongqian, and Shenzhen stock exchange required to explain whether the counterparty has any affiliated relationship or other forms of interest exchanges with the actual controller, Dong Jiangao and major shareholders of the company, “whether the early acquisition and this transfer are suspected of transferring interests to the counterparty”.
The reporter of China fund daily noted that in the recent wave of resignation of independent directors, Shenzhen Sunwin Intelligent Co.Ltd(300044) an independent director Fang Guangming announced his resignation on December 1. In addition, the company announced the replacement of the audit institution on October 18. In April this year, Zhonghui office, the original audit institution, issued an audit report that could not express an opinion on the company’s 2020 financial statements and issued an internal control assurance report with a negative opinion. Therefore, the company was “covered with stars and hats” due to other risk warnings.
0 yuan transfer?
Shenzhen stock exchange requires explanation of pricing basis and fairness
On December 10, 2021, Shenzhen Sunwin Intelligent Co.Ltd(300044) disclosed the announcement on transferring the equity of Anhui Zhongqian Construction Engineering Co., Ltd., a wholly-owned subsidiary of the company. Hefei Saiwei, a wholly-owned subsidiary of the company, plans to transfer its 100% equity of Anhui Zhongqian to bu Jiabing and Huang Qianyu at a transaction consideration of 48.5 million yuan.
The announcement shows that according to the agreement, the counterparty jointly undertakes the debt owed by Hefei Saiwei to Anhui Zhongqian of 48.5 million yuan according to the shareholding ratio. Shenzhen Sunwin Intelligent Co.Ltd(300044) according to the audit report of Anhui Zhongqian reported by Shenzhen Stock Exchange, the ending balance of Hefei Sai receivable in other receivables of Anhui Zhongqian is 49.7622 million yuan, and the ending balance of Hefei Sai payable in other payables is 2.4094 million yuan.
Shenzhen stock exchange requires the company to explain:
(1) Whether the debt owed by Hefei Saiwei to Anhui Zhongqian undertaken by the counterparty offsets the price of this transaction, that is, whether the essence of this transaction is the transfer of 100% equity of Anhui Zhongqian to the counterparty of 0 yuan. If so, explain the basis for determining the price and fairness of the transaction;
(2) Hefei Saiwei is the formation time and reason of the amount of RMB 49.7622 million owed to Anhui Zhongqian, and whether the relevant capital transactions have corresponding real transactions;
(3) In addition to the above 48.5 million yuan debt undertaken by the counterparty, the settlement scheme and settlement period of other receivables and payables between Anhui Zhongqian and Hefei Saiwei.
Is suspected of interest transfer?
How did the Transferred Equity of Anhui Zhongqian come from?
According to previous announcements, on January 5, 2018, Hefei race increased the capital of Anhui Zhongqian with a self raised fund of 52.408 million yuan, and held 51% of its equity after the capital increase; On October 26, 2018, Hefei Saiwei acquired 49% equity of Anhui Zhongqian jointly held by he Banglai and fan Longfei with self raised capital of 50 million yuan. After the equity acquisition, Hefei Saiwei held 100% equity of Anhui Zhongqian.
When acquiring 51% equity of Anhui Zhongqian, the transaction pricing basis is “based on the net assets of 49.9571 million yuan of Anhui Zhongqian and the comprehensive resources including customer resources and partners owned by its core team, and properly measure various intangible values including the time value saved by the project for the implementation of the company’s development strategy”. When acquiring 49% equity of Anhui Zhongqian, the transaction pricing basis is “various intangible values including the time value saved by Anhui Zhongqian’s net assets of 49.0661 million yuan and appropriate measurement of its implementation of the company’s development strategy”.
For this transfer, the transaction pricing adopts the asset-based method to evaluate the value of all equity of Anhui Zhongqian shareholders. As of October 31, 2021, the total net assets after evaluation are 47.8299 million yuan.
SZSE requires the company to:
(1) Analyze the reasons and rationality of adopting asset-based method instead of market method or income method, and whether it complies with the relevant provisions of the appraisal standards and market practices;
(2) Explain the reason and rationality of the sale of the asset under the condition of significant growth of Anhui Zhongqian’s operating revenue, and the appraisal value of this sale is lower than that of the previous acquisition. The announcement shows that Anhui Zhongqian achieved an operating revenue of 35.4298 million yuan in 2020 and 73.5755 million yuan from January to October 2021, with a significant year-on-year increase in revenue;
(3) Explain that the premium brought by intangible value was measured in the transaction pricing of the early acquisition of Anhui Zhongqian, but the reasons and rationality of relevant factors were not considered in this sale, and whether the decision-making process of the early acquisition and the transaction pricing were reviewed and reasonable;
(4) Explain the reasons for the continued acquisition of minority interests in Anhui Zhongqian in October 2018, whether he Banglai, fan Longfei, bu Jiabing and Huang Qianyu have related relationships or other forms of interest exchanges with the actual controllers, directors, supervisors and major shareholders of the company, and whether the early acquisition and this transfer are suspected of transferring interests to the counterparty.
refused to cooperate with the annual audit accountant
Shenzhen stock exchange requires specific reasons
According to the announcement, Shenzhen Sunwin Intelligent Co.Ltd(300044) 2020 annual report was issued, and one of the matters that could not express opinions was that the auditor failed to audit Anhui Zhongqian.
According to the audit report, Anhui Zhongqian has been undertaking the school building project of Shenzhen Sunwin Intelligent Co.Ltd(300044) subsidiary Ma’anshan college since 2018. The book of Ma’anshan college shows that by the end of 2020, Anhui Zhongqian has provided a total of 130 million yuan of engineering services to Ma’anshan college, and Ma’anshan college has paid 120 million yuan of engineering funds to it.
According to the provisions of the accounting standards for business enterprises, the company should include Anhui Zhongqian in the scope of consolidated financial statements. However, because the company refused to provide necessary cooperation for the auditor to audit Anhui Zhongqian, the auditor failed to audit Anhui Zhongqian and could not determine the impact of not including Anhui Zhongqian in the scope of consolidation on the consolidated financial statements.
Therefore, SZSE requires the company to supplement the following information:
(1) Up to now, whether the annual audit accountant has implemented the necessary audit procedures for Anhui Zhongqian, if so, supplement the specific audit procedures implemented by the annual audit accountant, the audit evidence obtained and its adequacy, and the specific impact of not including Anhui Zhongqian into the consolidation scope on the consolidated financial statements in the early stage;
(2) The specific reasons why the company refused to provide necessary cooperation for the auditors to audit Anhui Zhongqian in the early stage, and whether the purpose of this transfer of 100% equity of Anhui Zhongqian is to eliminate the impact of matters involved in which opinions cannot be expressed in the 2020 audit report.
announced the replacement of audit institutions in October
an independent director resigned two weeks ago
The reporter of China fund daily noted that on October 19, less than two months ago, the company announced the replacement of the audit institution from Zhonghui accounting firm to Asia Pacific accounting firm.
The explanation of the company is that “in view of the completion of the service content agreed by Zhonghui certified public accountants, the original audit institution of the company, and according to the actual situation of the company and the needs of audit work, the company plans to appoint Asia Pacific Certified Public Accountants as the audit institution of the company in 2021 for a period of one year (calculated from the date of deliberation and approval by the general meeting of shareholders)”.
In April this year, Zhonghui Certified Public Accountants issued an audit report that could not express an opinion on the company’s 2020 financial statements, of which 6 items could not express an opinion. At the same time, due to significant defects in internal control, Zhonghui Certified Public Accountants issued an internal control assurance report with negative opinions on the company.
It is precisely because of the “internal control assurance report with negative opinions issued in the last year”, according to the relevant provisions of item (4) of article 9.4 of the GEM Listing Rules of Shenzhen Stock Exchange, “the company has been issued an internal control audit report or assurance report with no opinions or negative opinions in the last year”, The company’s stock trading will be subject to other risk warnings. Since April 30, 2021, the company’s stock trading has been subject to other risk warnings.
In addition, the reporter of China fund daily noted that in the tide of resignation of independent directors after the first instance results of Kangmei pharmaceutical, an independent director of the company also resigned.
On December 1, the company announced that the board of directors recently received a written resignation application from Mr. Fang Guangming, an independent director of the company, “Mr. Fang Guangming submitted to the board of directors of the company to resign as an independent director of the company for personal reasons, and resigned as chairman of the nomination committee and member of the strategy committee of the board of directors of the company”. After resigning from the above position, Fang Guangming will not hold any position in the company.
The third quarter performance report released on Shenzhen Sunwin Intelligent Co.Ltd(300044) October 28 shows that the revenue in the first three quarters of 2021 is about 691 million yuan, a year-on-year decrease of 31.94%; The net profit was about 10.47 million yuan, a year-on-year decrease of 90.19%. The semi annual report of 2021 shows that the main businesses of the company are smart city, education and medical field, other and artificial intelligence field, accounting for 81.09%, 14.18%, 2.51% and 2.22% of the revenue respectively.
(China Fund News)
