Liaoning Kelong Fine Chemical Inc(300405) ( Liaoning Kelong Fine Chemical Inc(300405) , SZ) suspected of "playing ticket" semiconductor has attracted much attention.
On the afternoon of March 3, the Shenzhen Stock Exchange issued a letter of concern to the company, asking it to explain the specific reasons and rationality of the short-term transfer after the acquisition of the equity of juxun semiconductor technology (Shanghai) Co., Ltd. (hereinafter referred to as juxun Technology) and the large difference in the short-term strategic planning of the company.
asset sale is concerned by Shenzhen Stock Exchange
The attention letter of Shenzhen Stock Exchange pointed out that Liaoning Kelong Fine Chemical Inc(300405) plans to expand the business chain of listed companies and cultivate new profit growth points of listed companies by acquiring juxun technology in the electronic industry and electronic chemical industry. However, according to the transfer announcement disclosed this time, the company believes that its specific business with juxun technology lacks synergy, and plans to focus on the company's main business and professional fields through this equity transfer to provide support for the subsequent healthy development of the company. Shenzhen stock exchange requires the company to explain the specific reasons and rationality of the company's transfer in the short term after the acquisition of juxun technology's equity, the large difference in the company's strategic planning in the short term, and whether the relevant decisions are prudent and reasonable in combination with the decision-making process, main considerations and the business integration between the company and juxun technology since the acquisition.
The rapid attention of the regulators stems from the rapid change of Liaoning Kelong Fine Chemical Inc(300405) attitude towards juxun technology.
Earlier, Liaoning Kelong Fine Chemical Inc(300405) announced on March 1 that the board of directors and the board of supervisors of the company reviewed and approved relevant proposals and agreed to transfer 51% equity of juxun technology held by the company.
Juxun technology is an integrated circuit design enterprise engaged in the R & D and sales of analog integrated circuit chips. 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.
There is nothing wrong with listed companies selling assets, but what makes people confused is that Liaoning Kelong Fine Chemical Inc(300405) acquired juxun technology in less than a year. 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. 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.
At that time, the outside world also had doubts about the acquisition. In 2020 and 2021, Shenzhen Stock Exchange issued restructuring inquiry letters and concern letters respectively, asking Liaoning Kelong Fine Chemical Inc(300405) to explain the necessity and risks of acquiring juxun technology Liaoning Kelong Fine Chemical Inc(300405) at that time, it was said that the analog integrated circuit industry was booming, and trading could expand the company's business chain and cultivate new profit growth points for the company. The company even said that it has expectations for the chip semiconductor industry. It plans to expand the company's business field to the chip semiconductor business field through the investment in juxun technology, 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, Pave the way for the layout of electronic chemicals being developed by the company.
The above outlook is still on the ear. Now Liaoning Kelong Fine Chemical Inc(300405) has announced the stripping of juxun technology, which will inevitably arouse external doubts.
does it cooperate with the controlling shareholder to reduce its holdings
In the letter of concern, the Shenzhen Stock Exchange also requested Liaoning Kelong Fine Chemical Inc(300405) self inspection and added whether the company used information disclosure for hot speculation to cooperate with the reduction of shareholders' holdings.
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 company's director, 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, Jiang Yan reduced 8640400 shares of the company through centralized bidding and block trading, accounting for 3.884% of the total share capital of the company. The average price of this round is more than 60 million yuan.
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.
In addition, the Shenzhen Stock Exchange also asked Liaoning Kelong Fine Chemical Inc(300405) to explain the specific planning process of the equity transfer, the personnel involved in the planning and the measures taken in terms of information confidentiality, whether there is any disclosure of inside information, and in combination with the trading situation of the company's directors, supervisors, shareholders holding more than 5% shares and their related parties in recent one month, Self check whether there is any situation in which relevant personnel use insider information for stock trading.
