Seems to have come to a thunder season!
at the end of each year and the beginning of the next year, there will always be a wave of thunder explosions of listed companies. This year, this kind of sign appears again. On the evening of December 27, the leading biochemical diagnosis company Shanghai Kehua Bio-Engineering Co.Ltd(002022) suddenly announced that its holding subsidiary Tianlong company did not cooperate with the audit work and ignored the interests of listed companies and their minority shareholders. The company expressed its strongest indignation and condemnation. From the perspective of historical cases, “refusing to provide financial statements and refusing accountants to enter the audit” is a main feature of the runaway subsidiaries of listed companies.
It is worth mentioning that this Shanghai Kehua Bio-Engineering Co.Ltd(002022) is not the first listed company with subsidiaries out of control. On December 21, Zjbc Information Technology Co.Ltd(000889) announced that the company actually lost control of its wholly-owned subsidiary Beijing Zhongtian Jiahua Information Technology Co., Ltd. Previously Tanac Automation Co.Ltd(300461) also lost control of its holding subsidiary ocean Xiangrui due to audit problems.
More absurd things also appeared on the 27th. Kingland Technology Co.Ltd(000711) the announcement said that due to poor management, the seal administrator accidentally lost the company’s official seal and the personal seal of the legal person Mr. Yang Rengui. Meanwhile, the company also announced that the board of directors received the resignation report of Ms. Tian Xiaonan, Secretary of the board of directors and representative of securities affairs, on December 27, 2021.
What the hell happened?
Shanghai Kehua Bio-Engineering Co.Ltd(002022) subsidiaries do not cooperate with the audit
On December 27, , Shanghai Kehua Bio-Engineering Co.Ltd(002022) suddenly issued an announcement of major events. The company pointed out that its holding subsidiary Tianlong company did not cooperate with the audit work and ignored the interests of listed companies and their minority shareholders. The company expressed its strongest indignation and condemnation.
In order to ensure that the audit of the consolidated financial report of Shanghai Kehua Bio-Engineering Co.Ltd(002022) 2021 and the financial report of the holding subsidiary Tianlong company in 2021 can be completed on time and smoothly, According to the audit requirements of the audit communication letter on the annual report audit of ” Shanghai Kehua Bio-Engineering Co.Ltd(002022) ” 2021 (hereinafter referred to as the audit communication letter) of Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as “Lixin certified public accountants” or “audit institution”) appointed by the company, the company reported to Tianlong company and its directors on December 16 and December 17, 2021 respectively The supervisor and the chief financial officer sent Shanghai Kehua Bio-Engineering Co.Ltd(002022) the letter on request for cooperation in the annual audit of listed companies (hereinafter referred to as the letter of cooperation in the audit), the main contents of which are as follows: Lixin accountant plans to carry out remote audit on Tianlong company first and then carry out on-site audit on Tianlong company. Shanghai Kehua Bio-Engineering Co.Ltd(002022) all shareholders, directors and senior managers of Tianlong company are requested to actively perform their respective responsibilities and obligations, ensure that Tianlong company provides financial data and relevant information on time according to the requirements of Lixin audit communication letter, and cooperate with Lixin accountant to complete the audit of Tianlong company’s 2021 financial report on time.
With regard to the requirements for cooperation in audit work put forward in the above letter of cooperation in audit work of the company, Li Ming, director and general manager of Tianlong company, sent the letter to the chairman, President and chief financial officer of Tianlong company on December 25, 2021
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In response to the audit (hereinafter referred to as the audit response letter), Tianlong company with Peng niancai, Li Ming, Miao Baogang The dispute arbitration case (hereinafter referred to as “the arbitration case”) concerning the investment agreement between Xi’an Tianlong Technology Co., Ltd. and Suzhou Tianlong Biotechnology Co., Ltd. (June 8, 2018) No. sdv20210578 between Xi’an Yujing Tongyi enterprise management partnership (limited partnership) (hereinafter referred to as “the arbitration case”) led to the freezing of 62% equity of Tianlong company held by the company, Xi’an Weiyang District People’s court has ruled to prohibit Shanghai Kehua Bio-Engineering Co.Ltd(002022) from exercising all shareholders’ rights of 62% equity of Xi’an Tianlong, and made it clear that it is unable to cooperate with Shanghai Kehua Bio-Engineering Co.Ltd(002022) in pre-trial accounting statements and subsequent audit work on the grounds that there is a risk of leakage of trade secrets in opening financial data to Shanghai Kehua Bio-Engineering Co.Ltd(002022) .
Shanghai Kehua Bio-Engineering Co.Ltd(002022) believes that the so-called “reasons” put forward by Tianlong company in the audit response letter are completely lack of factual and legal basis! The articles of association of Tianlong company clearly stipulates that Tianlong company shall prepare financial and accounting reports at the end of each fiscal year and be audited by an audit institution entrusted by Shanghai Kehua Bio-Engineering Co.Ltd(002022) according to law.
Shanghai Kehua Bio-Engineering Co.Ltd(002022) measures taken
After the letter of cooperation in audit was issued, the chairman of Shanghai Kehua Bio-Engineering Co.Ltd(002022) issued a notice in the capacity of chairman of Tianlong company on December 22, 2021, calling the directors of Tianlong company to convene the board meeting of Tianlong company on December 27, 2021 to consider the proposal on cooperation in the annual audit of listed companies, It is proposed to instruct the financial department and relevant personnel of Tianlong company to fully cooperate with and support Lixin certified public accountants in the audit of Tianlong company’s financial report in 2021.
On the afternoon of December 24, 2021, Li Ming, director and general manager of Tianlong company, proposed to the board of directors of Tianlong company to arrange another time to hold the meeting of the board of directors on the grounds of Xi’an epidemic situation and Tianlong company’s need to undertake the task of anti epidemic support through wechat; On December 25, 2021, the company sent the reply on audit work of Tianlong company to the chairman, President and chief financial officer of the company by e-mail, which made it clear that Tianlong company was unable to cooperate with Shanghai Kehua Bio-Engineering Co.Ltd(002022) pre-trial accounting statements and subsequent audit work.
After receiving the reply letter on audit work from Tianlong company, the president of the company replied to Li Ming, director and general manager of Tianlong company by e-mail on December 26, 2021, and copied it to all directors, supervisors and chief financial officer of Tianlong company, reiterating that Tianlong company must fully cooperate with the audit work of the audit institution entrusted by the company. However, the email sent by the president of the company to Peng niancai, Li Ming, Miao Baogang, the applicant for arbitration and the directors of Tianlong company, and some relevant personnel of Tianlong company nominated by them were rejected by the system.
On December 26, 2021, the chairman of the company sent Shanghai Kehua Bio-Engineering Co.Ltd(002022) about Xi’an Tianlong Technology Co., Ltd. and Suzhou Tianlong Biotechnology Co., Ltd. to all directors of Tianlong company including Peng niancai, Li Ming and Miao Baogang through wechat
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And reiterated to all directors of Tianlong company that Tianlong company must fully cooperate with the audit work of the audit institution entrusted by Shanghai Kehua Bio-Engineering Co.Ltd(002022) ; At the same time, the board meeting originally scheduled for December 27 was notified to be held normally.
On December 27, 2021, the board of directors of Xi’an Tianlong and Suzhou Tianlong held a meeting. 7 directors should attend the meeting, 4 actually attended the meeting, and Peng niancai, Li Ming and Miao Baogang, the applicant for arbitration and directors of Tianlong company, were absent from the meeting. The board of directors of Xi’an Tianlong and Suzhou Tianlong deliberated and adopted the proposal on requiring cooperation in the annual audit of listed companies by more than half of all directors, and decided to instruct the financial department and relevant personnel of Tianlong company to fully cooperate with and support Lixin accountant in the audit of the financial report of Tianlong company in 2021.
why is it “out of control”?
In May 2020, Gree Real Estate Co.Ltd(600185) purchased Shanghai Kehua Bio-Engineering Co.Ltd(002022) 18.63% equity held by League agent (HK) Limited, a wholly-owned subsidiary of Zhuhai Baolian, with a purchase amount of about RMB 1.726 billion.
in May this year, Sansure Biotech Inc(688289) known as the “first share of anti epidemic” planned to acquire Shanghai Kehua Bio-Engineering Co.Ltd(002022) 18.63% of the shares held by Gree Real Estate Co.Ltd(600185) at a price of 1.95 billion yuan. However, a major arbitration announcement seems to have disrupted the whole transaction process.
On July 13 this year, Shanghai Kehua Bio-Engineering Co.Ltd(002022) announced that four people, including Peng niancai, a shareholder of Xi’an Tianlong and Suzhou Tianlong, applied for arbitration and asked Shanghai Kehua Bio-Engineering Co.Ltd(002022) to execute the remaining equity investment transfer of 10.5 billion, involving 38% of the shares of the two companies respectively.
In June 2018, Shanghai Kehua Bio-Engineering Co.Ltd(002022) announced that it invested a total of 554 million yuan in the target company in cash and obtained 62% equity of Xi’an Tianlong and Suzhou Tianlong respectively. At the same time, it is agreed that for the acquisition of the remaining 38% of the equity, first, the highest price of 900 million yuan; The second is to acquire 38% of the equity according to 25 times of the net profit in 2020. Unexpectedly, in 2020, the epidemic broke out the performance of Tianlong company as a diagnostic reagent. In 2020, the deduction of non net profit was 1.1 billion yuan, and the value of the corresponding 38% equity should be 10.5 billion yuan. This may be a major reason why Tianlong company refuses to cooperate with the audit.
However, according to Shanghai Kehua Bio-Engineering Co.Ltd(002022) announcement, as of December 27, Shanghai International Economic and Trade Arbitration Commission had twice arranged a hearing to hear the arbitration case, which had to be cancelled due to the reason of the arbitration applicant, so that the arbitration case has not been heard so far.
and absurd
at the same time, the listed company Kingland Technology Co.Ltd(000711) announced that the company received a notice from the seal administrator, who inadvertently lost the company’s official seal and the personal seal of the legal person Mr. Yang Rengui due to poor management. In order to reduce and control the losses and risks caused to the company by the loss of the above seals, the company has arranged staff to handle the re engraving of seals.
The company said that before using the new official seal and legal person seal, the company and legal person Mr. Yang Rengui will not recognize any contract, agreement and all other documents signed by anyone using the above seal, and will investigate the legal responsibility of relevant responsible persons according to law and all losses caused to the company and Mr. Yang Rengui.
Kingland Technology Co.Ltd(000711) at the same time, it is announced that the board of directors received the resignation report of Ms. Tian Xiaonan, Secretary of the board of directors and representative of securities affairs, on December 27, 2021. Ms. Tian Xiaonan applied to resign from the position of secretary of the board of directors and representative of securities affairs of the company for personal reasons. After resignation, Ms. Tian Xiaonan will no longer hold any position in the company (including subsidiaries). During the vacancy of the Secretary of the board of directors of the company, Mr. Yang Rengui, chairman of the board of directors, will act as the Secretary of the board of directors. At the same time, the company will appoint a new secretary of the board of directors and securities affairs representative as soon as possible in accordance with the law.
Kingland Technology Co.Ltd(000711) is also a long-standing listed company, formerly known as Tianlun real estate, and later renamed Kingland Technology Co.Ltd(000711) . Its business scope was expanded to network and electronic information development and application. Later, its main business became environmental protection. On February 8 this year, the company announced that the controlling shareholder of the company, Beijing poplar blue sky investment and the actual controller, Guo Shaozeng, signed a strategic cooperation agreement with Xinjiang Water Conservancy Investment Holding Co., Ltd. (hereinafter referred to as “Xinjiang investment”) to establish cooperation intention on equity transfer. If the equity transfer can be successfully implemented, the controlling shareholder of the company will be changed to Xinjiang investment. But so far, the stock transfer has not been completed.
it should be reminded that there is an annual report disclosure or pre disclosure period at the end of each year and the beginning of each year, which is also a period of frequent mines. Investors should try to stay away from poor performance stocks, stocks that went out of major litigation in the previous year, stocks with abnormally high goodwill and accounts receivable.
(brokerage China)
