On the morning of December 24, Jiangsu Huasheng Tianlong Photoeletric Co.Ltd(300029) received a letter of concern from the exchange asking the company to explain whether the company’s main business was “shell” after the sale of assets.
On December 23, Jiangsu Huasheng Tianlong Photoeletric Co.Ltd(300029) announced that it planned to sell the company’s industrial construction land at No. 318, Huacheng Road, Jintan Economic Development Zone, Changzhou City, Jiangsu Province, as well as all the aboveground and underground buildings and attached facilities of the plot to Jiangsu weiyuanda High Tech Co., Ltd. (hereinafter referred to as “weiyuanda”), with a transaction price of 116 million yuan. The plants attached to the land are used for the manufacturing and production of single crystal furnace and polycrystalline furnace in the company’s original business, and the office building is used for the company’s operation and management. Some plants in the asset have been used for lease for nearly 2 years, and most of the assets are vacant and unused. Most of the land around the company is industrial land, which is consistent with the land use of the company.
According to the third quarterly report of Jiangsu Huasheng Tianlong Photoeletric Co.Ltd(300029) , the company suffered a loss in the first three quarters of this year. Towards the end of the year, Jiangsu Huasheng Tianlong Photoeletric Co.Ltd(300029) asset sale was interpreted by investors as aimed at “protecting the shell”. However, due to the significant impact of the above asset sale on the company, it still attracted the attention of regulatory authorities.
The reporter of Securities Daily called the company to inquire about relevant matters, but no one answered the phone. Lawyer Yang Zhaoquan, director of Beijing Weinuo law firm, analyzed in an interview with the Securities Daily that at present, the regulatory authorities have sounded an alarm about the “performance” of shell companies that do not have the ability of sustainable operation.
the successor company has just been established for 8 months
The announcement shows that, Attention letter requirements Jiangsu Huasheng Tianlong Photoeletric Co.Ltd(300029) “In combination with the company’s current production and operation situation and business development plan, explain the necessity of this asset sale, whether it will lead to the loss of the company’s core assets and personnel, whether it will lead to the” shell “of the company’s main business, and add whether the company holds other real estate for production and office use. If not, please explain the relocation arrangement and personnel resettlement plan of the existing business Item. ”
According to the announcement of Jiangsu Huasheng Tianlong Photoeletric Co.Ltd(300029) , weiyuanda was established on April 22, 2021, that is, the company that took over the assets of Jiangsu Huasheng Tianlong Photoeletric Co.Ltd(300029) has been established for only 8 months. The actual controller and controlling shareholder of weiyuanda is chaojiansong. According to the announcement, the total assets of weiyuanda as of September 30 were 9.5103 million yuan, the net assets were 20 million yuan, and the operating revenue and net profit were 0. in view of the situation of weiyuanda, the attention letter requires Jiangsu Huasheng Tianlong Photoeletric Co.Ltd(300029) to specifically analyze and explain whether weiyuanda’s performance capacity is sufficient, whether there is a risk that the remaining price after asset delivery cannot be recovered, and whether corresponding performance guarantee measures are provided.
The appraisal report shows that the book value of the subject matter is 65.2294 million yuan and the appraisal value is 115.802 million yuan. According to the announcement, the proceeds from the sale of assets will be used to meet the performance capital needs of signed projects. It is expected that the transaction will be completed in 2022 and will not have an impact on the company’s financial data in 2021. Through the sale of assets, it is expected to generate an income of about 38.97 million yuan.
Lawyer Yang Zhaoquan told the reporter of Securities Daily that Jiangsu Huasheng Tianlong Photoeletric Co.Ltd(300029) makes the exchange question that when various main businesses are carried out as scheduled, it plans to sell assets at the price of 52.62% of the total audited assets in 2020. This part of income is business income unrelated to its main business, “The attention letter requires Jiangsu Huasheng Tianlong Photoeletric Co.Ltd(300029) to explain the necessity of this asset sale, avoid sudden increase of income due to abnormal transactions, and protect the shell, which can better protect the rights and interests of investors.”
the exchange strengthened the supervision of shell companies
For “shell” listed companies, the current regulatory attention is relatively high.
On November 19, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 2 – Financial delisting indicators: operating income deduction (hereinafter referred to as self regulatory document No. 2) was released. According to self regulatory document No. 2, the operating income deduction includes business income irrelevant to the main business and income without commercial substance.
The relevant person in charge of the Shanghai Stock Exchange said that in terms of financial delisting indicators, the new delisting regulations added a combined financial indicator with a negative net profit before and after deduction and an operating revenue of less than 100 million yuan, in order to more accurately describe the sustainable operation ability of listed companies and strive to clear shell companies.
In this regard, lawyer Yang Zhaoquan explained that these measures of the regulatory authorities have had three impacts on listed companies, “First of all, it sounded an alarm for shell companies that do not have the ability of sustainable operation to” do performance “; second, it urged all listed companies to pay attention to commercial compliance and stable development performance, and they will face serious delisting risk if they do big business income through” routine “; finally, the deduction of operating income can better describe the business through the way of” definition + enumeration ” Characteristics and specific contents of income deductions. Therefore, the board of directors of a listed company shall organize relevant personnel to study carefully and do a good job in the identification and information disclosure of business income deductions. ”
(voice of Securities Daily)
