By the end of the year, ST shares were busy with the “shell preservation plan”. Selling assets and equity are common ways to protect the shell. However, after the implementation of the new delisting regulations, the more stringent delisting indicators have led to an increase in operational difficulty, forcing ST shares eager to protect the shell to offer new “tricks”.
On December 22, Jiangxi Firstar Panel Technology Co.Ltd(300256) (300256. SZ) announced that the substantive merger and reorganization of its subsidiary Xingxing Touch Technology Co., Ltd. (hereinafter referred to as “Xingxing touch”) and Xingxing precision technology (Shenzhen) Co., Ltd. (hereinafter referred to as “Xingxing precision”), and the Xiangdong court decided to hold a hearing. At present, after Xingxing precision enters the reorganization procedure, there is still uncertainty about the success of reorganization. If the reorganization fails, it will go bankrupt, which will affect the annual performance of the listed company.
Prior to this, the state-owned shareholders of Jiangxi Firstar Panel Technology Co.Ltd(300256) had exempted 2.5 billion yuan of debt to listed companies. If the exemption is finally reached, the net assets of the listed company will change from negative to positive, so as to avoid triggering delisting indicators and avoid delisting.
divest loss making subsidiaries through bankruptcy liquidation
After hours on the 22nd, Jiangxi Firstar Panel Technology Co.Ltd(300256) announced that the Xiangdong court made a ruling to accept the bankruptcy liquidation application of Pingxiang Huisheng Industrial Investment Management Co., Ltd. (hereinafter referred to as “Huisheng investment”) against Pingxiang Xingxing precision glass technology Co., Ltd. (hereinafter referred to as “Xingxing glass”).
According to the announcement, the Xiangdong court appointed Jiangxi Hongtian law firm as the manager of Xingxing glass, notified the creditors of Xingxing glass to declare their creditor’s rights in writing to the manager, and scheduled to hold the first creditor’s meeting at 9 a.m. on March 1, 2022.
The first financial reporter noted that on the 21st, Jiangxi Firstar Panel Technology Co.Ltd(300256) issued an announcement that the court ruled to accept the bankruptcy liquidation of star glass. Jiangxi Firstar Panel Technology Co.Ltd(300256) said that if the court appointed an administrator to take over Star glass, the company would lose its control and star glass would no longer be included in the scope of the company’s consolidated statements. This means that after entering the bankruptcy liquidation proceedings, star glass will no longer affect the financial statements of Jiangxi Firstar Panel Technology Co.Ltd(300256) 2021.
According to the ruling issued by Xiangdong court, on December 9, Huisheng investment applied to Pingxiang Anyuan District Court for bankruptcy liquidation on the grounds that Xingxing glass could not pay off its due debts and obviously lacked solvency. Pingxiang Anyuan District People’s court considered that the case was difficult and complex and could not exercise jurisdiction, so it reported to Pingxiang intermediate people’s court to designate other courts to try the case.
The financial report shows that Xingxing glass is in a financial situation of performance loss and insolvency. If it is included in the Jiangxi Firstar Panel Technology Co.Ltd(300256) 2021 annual report, it will have a significant adverse impact on the net profit and net assets of the listed company.
The announcement shows that Guangdong Xingchi Photoelectric Technology Co., Ltd., a wholly-owned subsidiary, holds 100% equity of xingglass. In 2020, Xingxing glass lost 278 million yuan in net profit and – 285 million yuan in net assets; By the end of the third quarter of this year, the insolvency of Xingxing glass had further deteriorated. During the reporting period, the sun company had total assets of 420 million yuan, total liabilities of 859 million yuan, net assets of -439 million yuan and net profit loss of 153 million yuan.
controlling shareholders exempt 2.5 billion debt
In addition to the bankruptcy liquidation of subsidiaries and grandchildren, Jiangxi Firstar Panel Technology Co.Ltd(300256) itself is also disposing of huge debts, possibly for the purpose of protecting the shell.
On the 21st, Jiangxi Firstar Panel Technology Co.Ltd(300256) announced that Huisheng investment and Pingxiang fantike Network Technology Co., Ltd. (hereinafter referred to as “Pingxiang fantike”) issued the debt exemption notice respectively to exempt the debts of Jiangxi Firstar Panel Technology Co.Ltd(300256) subsidiary Jiangxi Xingxing Technology Co., Ltd. (hereinafter referred to as “Jiangxi Xingxing Limited”) and Jiangxi Firstar Panel Technology Co.Ltd(300256) of 875 million yuan and 1.666 billion yuan, totaling 2.542 billion yuan.
Towards the end of the year, Huisheng investment and Pingxiang fan tike were so generous to forgive their debts, which attracted the attention of Shenzhen Stock Exchange.
The attention letter issued by Shenzhen stock exchange requires Jiangxi Firstar Panel Technology Co.Ltd(300256) to verify whether Huisheng investment and Pingxiang fantike’s debt exemption have fulfilled the internal approval procedures, whether they have been effectively and fully authorized before issuing the debt exemption notice, whether the relevant acts comply with the applicable laws, regulations and regulatory requirements, and clearly explain whether the above debt exemption is unilateral No conditions attached, irrevocable and irrevocable exemption, etc.
The attention letter also requires Jiangxi Firstar Panel Technology Co.Ltd(300256) to explain whether the debt involved in this debt exemption has fulfilled the creditor’s rights declaration procedure, whether it will still be included in the scope of bankruptcy debt, and the impact of this debt exemption on the company’s pre reorganization procedure.
From the perspective of equity, Jiangxi Firstar Panel Technology Co.Ltd(300256) is now an enterprise controlled by state-owned assets. Pingxiang fan tike is the controlling shareholder of Jiangxi Firstar Panel Technology Co.Ltd(300256) , and Huisheng investment indirectly controls Pingxiang fan tike, which is the indirect controlling shareholder of the company. Pingxiang fan tike is a state-owned enterprise in Pingxiang City, and the actual controller is the Management Committee of Pingxiang economic development zone.
By the end of the third quarter, Jiangxi Firstar Panel Technology Co.Ltd(300256) among the top ten shareholders, Pingxiang fan tike ranked first with a shareholding ratio of 15.04%, and Pingxiang Zhongzhou Xin’an was the second largest shareholder, with a shareholding of 4.53%, a decrease of 2.49% compared with the half year.
However, shareholder status is not the only reason for debt forgiveness. It is closely related to the “face change” of the company’s performance in Jiangxi Firstar Panel Technology Co.Ltd(300256) .
By the end of the third quarter, Jiangxi Firstar Panel Technology Co.Ltd(300256) had achieved an operating revenue of 2.643 billion yuan, a year-on-year decrease of 17.16%; The net profit attributable to the parent company lost 1.538 billion yuan, a year-on-year decrease of 53.08%; After deducting non profits, the net profit attributable to the parent company lost 1.565 billion yuan, and the undistributed profit loss as of the third quarter was as high as 6.975 billion yuan. In the same period, the net assets of the company were -2.329 billion yuan.
If the annual net profit continues to suffer losses and the net assets are negative, Jiangxi Firstar Panel Technology Co.Ltd(300256) will punish the delisting risk. The debt exemption of 2.542 billion yuan from state-owned shareholders can just prevent the company from having negative net assets at the end of this year. Even if the net profit continues to lose, it can avoid touching the relevant indicators of financial delisting. Jiangxi Firstar Panel Technology Co.Ltd(300256) said in the announcement that the amount of debt exempted this time will be included in the capital reserve, and the increased capital reserve will help to thicken the net asset level of the company.
was filed and investigated as the main variable of shell preservation
Even if the negative net assets are avoided through the debt exemption of the company and shareholders, it is still doubtful whether Jiangxi Firstar Panel Technology Co.Ltd(300256) can be successfully protected.
In fact, the huge debt of Jiangxi Firstar Panel Technology Co.Ltd(300256) is closely related to the “face change” of performance during the year. At the end of August this year, Jiangxi Firstar Panel Technology Co.Ltd(300256) announced that when preparing the 2021 semi annual report, the company found that there were accounting errors in the 2020 annual financial statements. After adjusting the operating income, cost and accounts receivable of the current annual financial statements, the company’s net profit of the current year changed from a profit of 50 million to a loss of 2.5 billion, and the company’s shares were “capped”.
This correction of accounting errors was abstained by three independent directors, and was questioned by many parties in the market at that time that Jiangxi Firstar Panel Technology Co.Ltd(300256) was a “financial bath”. At the end of September this year, Jiangxi Firstar Panel Technology Co.Ltd(300256) China Securities Regulatory Commission decided to file a case against the company on suspicion of illegal information disclosure. At present, the investigation is still in progress, and the company has not yet received the concluding observations or decisions of the China Securities Regulatory Commission on the above investigation.
It is worth noting that in the ten years since Jiangxi Firstar Panel Technology Co.Ltd(300256) was listed, in addition to the correction of accounting errors, there have been five performance corrections before. In 2012, 2013, 2015, 2017 and 2018, the company issued performance correction announcements. Except 2015, the performance was revised down in other years.
At the same time, in the past year, Jiangxi Firstar Panel Technology Co.Ltd(300256) senior managers have continued to fluctuate. Up to now, several senior executives of the company, including Hu Weijie, former vice president and Secretary of the board of directors, Liu Jianxun, former chairman of the board of directors, Zhu Lin, Zhao Liang, Lai Chunlian, former supervisor and Zhang Shaohuai, former chairman of the board of supervisors, have resigned, and some senior executives have served for less than half a year.
(First Finance)
