Recently, Anhui Tatfook Technology Co.Ltd(300134) (300134, SZ; yesterday's closing price was 12.14 yuan) replied to the letter of concern from Shenzhen Stock Exchange. With regard to the proposed change of the funds of the raised investment project for the acquisition of the affiliated enterprise Shenzhen Futian Zhizao Equipment Co., Ltd. (hereinafter referred to as Futian Zhizao), which is actually controlled by Anhui Futian Investment Group Co., Ltd., the controlling shareholder of the company, Anhui Tatfook Technology Co.Ltd(300134) has replied to the concern letter of the exchange for the second time.
The reporter of the daily economic news found that Anhui Tatfook Technology Co.Ltd(300134) can be called "true love" for Peitian Zhizao. Since 2017, Anhui Tatfook Technology Co.Ltd(300134) has proposed to acquire Peitian Zhizao for the second time. After the previous acquisition plan was aborted, this Anhui Tatfook Technology Co.Ltd(300134) proposed to acquire 90.49% equity of Peitian Zhizao for 600 million yuan, and the overall valuation of Peitian Zhizao was 664 million yuan.
However, there are many questions to be solved whether it is the target tianzhizao or Anhui Tatfook Technology Co.Ltd(300134) itself.
For example, paitian zhizaoyuan was listed on the new third board, and according to the disclosure, the company has been questioned by the same director for two consecutive years, first questioning the non-compliance of the notice meeting time, and then directly questioning the false records in the disclosure. In addition, in the sales performance of Peitian Zhizao, it can hardly receive the payment for goods in the current year, and there is a special situation that the accounts receivable in the current period is much greater than the operating revenue; At the same time, Anhui Tatfook Technology Co.Ltd(300134) gives a good forecast for the future prospect of Peitian Zhizao, but from the sales performance in the past few years, it remains to be seen how it will be in the future.
question 1: Why did tianzhizao's directors vote against the annual report?
As one of the enterprises listed on the new third board, the annual reports of Peitian Zhizao in recent two years have not been recognized by all directors and supervisors. The reporter of daily economic news found that Yongming, the director of the company, voted against the annual reports of Peitian Zhizao in 2019 and 2020.
It should be noted that Chang Yongming's objections and reasons to the 2019 annual report of Peitian Zhizao were not specified in the annual report before. Even in the "statement and tips" in the first section of the 2019 annual report, matchday Zhizao gave a "no" answer to "whether there are any objections from directors, supervisors and senior managers to the contents of the annual report or can not guarantee its authenticity, accuracy and completeness".
However, according to the announcement of the resolution of the board of directors at that time, some Directors voted against all the proposals on the grounds that "affected by the epidemic, relevant matters and work lag". The opposed proposals include the 2019 annual report of the company and its summary, etc.
Nearly 16 months after the release of the above documents and on the eve of the resumption of the acquisition of Anhui Tatfook Technology Co.Ltd(300134) , on August 24, 2021, allotment smart manufacturing issued the correction announcement on the 2019 annual report, adding the content of "Chang Yongming's objection to the contents of the annual report" to the "statement and tips" chapter of the annual report.
According to the disclosure of the updated annual report, Chang Yongming believed that the timing of the meeting violated the articles of association and voted against all the proposals of the meeting on the grounds that he could not express his opinions. At the same time, Chang Yongming did not sign on the written confirmation opinions.
Why not disclose the above information in detail before? Peitian Zhizao said that the company has truthfully disclosed the voting results in the announcement of the resolution of the board of directors, "4 votes in favor; 1 vote against; 0 abstention". After the disclosure of the relevant announcement, Chang Yongming added feedback that "the specific reason for voting against is that the time arrangement of the meeting violates the articles of association, and it is impossible to ensure that the contents of the matters considered by the board of directors do not violate the directors' guarantee responsibility. Therefore, he voted against and did not express his opinions on the matters under consideration because it is impossible to ensure that they are true, accurate and complete."
For the 2020 annual report of Peitian Zhizao, Chang Yongming believes that the corporate governance violates the governance rules, the articles of association and the current system of the company in terms of the notice time of the three meetings and the operation and investment decision-making, and the information disclosure is inconsistent with the facts. He believes that the relevant proposals have false records, misleading statements and major omissions in the corporate governance part.
However, Peitian Zhizao disagreed with Chang Yongming's objections twice.
Among them, for Chang Yongming's objection to the 2020 annual report, Peitian Zhizao said that in terms of decision-making on major matters, the company has formulated the measures for the management of foreign investment. The investment matters at the ninth meeting of the second board of directors are considered and decided in strict accordance with the articles of Association and relevant rules of procedure. The company strictly abides by relevant laws, regulations and systems and standardizes governance, There is no situation described by director Chang Yongming.
The reporter noted that in the updated 2019 annual report, paitian Zhizao said that the convening of meetings such as the review of the 2019 annual report met the requirements, and believed that according to Article 113 of the articles of association, "the interim board meeting shall be notified to all directors and supervisors by fax, e-mail or special person 2 days before the meeting". "The notice of the meeting has been issued 2 days before the meeting, and the time arrangement of the meeting meets the requirements of the articles of association". However, in the 2020 annual report, Peitian Zhizao also said, "due to the impact of the epidemic, the audit progress of the eighth meeting of the second board of directors lags behind, and the meeting notice was not issued ten days in advance, but the company communicated with the directors before and after the meeting."
Thus, it seems that Tianzhi didn't make it clear whether the meeting notice of the board of directors for the review of the 2019 annual report is an interim Board of directors or a regular Board of directors, with reference to the standard of "2 days in advance" or "10 days in advance", and whether it meets the requirements of the articles of association.
question 2: Why are accounts receivable much larger than income in the same period?
Chang Yongming mentioned several key words in his reasons for voting against the 2020 annual report of Peitian Zhizao, including the inconsistency between information disclosure and facts, some false records, misleading statements and major omissions. Although Peitian Zhizao does not recognize this, it is undeniable that the reporter of daily economic news found through research that there are indeed doubts about the cross check relationship between accounts receivable and operating revenue in the 2019 and 2020 annual reports of Peitian Zhizao.
Before analysis, explain a simple accounting logic. For enterprises, when the ownership of goods changes, the seller recognizes it as income. If the seller has not received the payment paid by the buyer at this time, the seller will record the payment as "accounts receivable", that is, the accounts that should be received but have not been received. Therefore, under the same statistical caliber, accounts receivable can only be less than or equal to operating income in the same period of time.
As disclosed in the 2019 semi annual report, the operating income in the first half of the year was 32.4705 million yuan; Meanwhile, its 2019 annual report disclosed that the annual operating revenue of the year was 44.1643 million yuan; According to the calculation, the operating revenue of rationian Zhizao in the second half of 2019 is RMB 11.6938 million.
First of all, the notes to the 2019 semi annual report show that the closing book balance of the accounts receivable of allotment smart manufacturing in the first half of 2019 reached 83.1852 million yuan. Allotment smart manufacturing divided the total accounts receivable into a related party portfolio of 51.2809 million yuan and an aging portfolio of 31.9043 million yuan. According to the aging analysis, in the portfolio of related parties, the total accounts receivable within 6 months is 30.6153 million yuan; In the aging portfolio, the accounts receivable within 6 months totaled 3.4123 million yuan, and the two totaled 34.0276 million yuan.
According to the above, in the first half of 2019, the accounts receivable of rationian Zhizao within six months was 34.0276 million yuan, more than 1.5 million yuan higher than the operating income of 32.4705 million yuan in the first half of the year.
In addition, the notes to the 2019 annual report show that the balance of accounts receivable at the end of the period of allotment smart manufacturing is 30.4773 million yuan, of which 15.4918 million yuan is within three months and 382500 yuan is within four to six months, that is, the balance of accounts receivable in the second half of the year (within six months) is 15.8743 million yuan, which is 4.1805 million yuan higher than the operating income in the second half of the year (11.6938 million yuan).
In other words, whether in the first half or the second half of 2019, the revenue, accounts receivable and financial and accounting cross check relationship of ratione smart manufacturing are inconsistent.
However, it should be noted that the accounts receivable in the same period is greater than the operating income, which may also be related to whether the tax is included or not, but the difference ratio of this part is usually not much different. It makes sense to explain the situation in 2019 by the difference of "tax included". However, the same situation also appears in the 2020 annual report of rationian Zhizao, and the difference between operating revenue and accounts receivable in the same period is greater.
According to the corresponding performance report, in the first half of 2020, the revenue of rationian Zhizao was 18.1176 million yuan and the annual revenue was 39.8221 million yuan. According to the calculation, the revenue of rationian Zhizao in the second half of 2020 was 21.7045 million yuan.
First of all, by the end of 2020, the balance of accounts receivable within the first three months and within four to six months of rationday smart manufacturing was 29.2657 million yuan, and 2.2161 million yuan. Therefore, the accounts receivable from the second half of the year reached 31.4817 million yuan, exceeding the operating revenue of the same period (21.7045 million yuan) by 9.772 million yuan, which accounted for 45% of the revenue in the second half of the year.
The same is true for the first half of 2020. According to the data disclosed in the 2020 semi annual report of Peitian Zhizao, the accounts receivable within three months is RMB 1985.89 million and the accounts receivable within four to six months is RMB 214400. Therefore, the accounts receivable in the first half of the year reached RMB 2007.32 million, which is also greater than the operating revenue of RMB 18.1176 million in the first half of the year.
On the other hand, throughout the year, rationian Zhizao did not actually receive much collection immediately: the balance of accounts receivable at the end of 2020 was 42.9892 million yuan, of which accounts receivable within one year was 39.2316 million yuan, which was only 59000 yuan compared with the total revenue realized in that year (39.8221 million yuan).
question 3: is there any guarantee for the future market of core products?
Anhui Tatfook Technology Co.Ltd(300134) in the reply letter, it is introduced that the revenue of Peitian Zhizao mainly comes from the sales of horizontal machining center th800 and horizontal machining center TH1200 series.
For the horizontal machining center th800, from 2016 to 2020, tianzhizao sold 20, 127, 107, 34 and 30 sets respectively.
As for the reasons for the large fluctuation of the above sales data, Anhui Tatfook Technology Co.Ltd(300134) said in its reply that the ball screw and guide rail, the key parts required for th800 products, have high requirements for accuracy. The shortage of the above key parts in 2019 led to a significant decline in the production and sales of th800 horizontal machining center.
The sales performance fluctuates greatly, let alone for the time being. The reporter found that the related sales of rationian Zhizao accounted for 46.73% in 2016, but could not find out whether there were related sales of horizontal machining center th800. However, from 2017 to 2020, the number of horizontal machining centers th800 sold by tianzhizao to related parties is 94, 40, 37 and 0 respectively. Therefore, even if the product was not sold to related parties in 2016, in the past five years, tianzhizao has sold 171 sets of the product to related parties, with a total external sales of only 147 sets, with an average annual external sales of less than 30 sets.
However, in the reply letter, Anhui Tatfook Technology Co.Ltd(300134) predicts that the sales volume of th800 in horizontal machining center will be 100, 110 and 120 in the next three years (2022-2024).
Similarly, the horizontal machining center TH1200, another core product of Bertrand Zhizao, has been sold since 2018. The sales volume of this product from 2018 to 2020 is 17, 19 and 29 respectively. At the same time, the sales volume to related parties in recent years is 10, 10 and 13 respectively. Therefore, the actual number of horizontal machining centers TH1200 sold by Bertrand Zhizao is 32, The average annual sales volume is less than 11 sets. In the reply letter, Anhui Tatfook Technology Co.Ltd(300134) predicts that the sales volume of TH1200 horizontal machining center will reach 60 sets, 70 sets and 80 sets from 2022 to 2024.
For the above prediction of future performance, in the reply letter, Anhui Tatfook Technology Co.Ltd(300134) said that there were 132 orders in hand for th800 of horizontal machining center of Peitian Zhizao from January to November 2021. The above orders are expected to be accepted and recognized this year, and the sales of th800 of horizontal machining center in 2021 has been fully improved.
It should be noted that in 2017, Anhui Tatfook Technology Co.Ltd(300134) disclosed that the wholly-owned subsidiary Anhui Dafu Electromechanical Technology Co., Ltd. (hereinafter referred to as Dafu electromechanical) planned to purchase a total of 200 th800 horizontal machining centers from Peitian Zhizao, Anhui Tatfook Technology Co.Ltd(300134) disclosed in the latest reply that Peitian Zhizao sold a total of 77 sets of this product to Dafu electromechanical from 2018 to 2020. Anhui Tatfook Technology Co.Ltd(300134) and the historical announcement of Peitian Zhizao did not disclose the sales data of Peitian Zhizao to Dafu electromechanical in 2017.
However, the reporter found that according to the 2017 annual report of Peitian Zhizao, Dafu electromechanical was its largest customer in the year, with sales of 56.7322 million yuan; Meanwhile, the annual report of Anhui Tatfook Technology Co.Ltd(300134) 2017 was inquired by the exchange. In the reply letter of Anhui Tatfook Technology Co.Ltd(300134) , it was mentioned that the total purchase from Peitian Zhizao in this year was 56.8379 million yuan, of which the core content was the purchase of 94 th800 products of horizontal processing center. As Dafu Electromechanical is a wholly-owned subsidiary of Anhui Tatfook Technology Co.Ltd(300134) and the gap between the above two data is small (about 100000 yuan), it is basically certain that in 2017, Peitian Zhizao sold 94 th800 products of horizontal machining center to Dafu Electromechanical.
Based on the above, 171 units are sold in the purchase plan of 200 units. Therefore, if the purchase plan continues, there are 29 related party transactions to be sold; In addition, in August this year, Anhui Tatfook Technology Co.Ltd(300134) just announced that its holding subsidiary Shenzhen Dafu Precision Industry Co., Ltd. (hereinafter referred to as Dafu Precision Industry) plans to purchase 24 horizontal machining centers th800 from Peitian intelligent manufacturing.
For the prediction of the future sales of TH1200 horizontal machining center, Anhui Tatfook Technology Co.Ltd(300134) also explained in the reply that the historical annual sales volume of the product has maintained a steady upward trend.
On December 28, the reporter of the daily economic news contacted Anhui Tatfook Technology Co.Ltd(300134) and Peitian Zhizao many times by telephone and e-mail. No one answered the public telephone of Anhui Tatfook Technology Co.Ltd(300134) , while Peitian Zhizao suggested that there was a line fault. That afternoon, the reporter contacted the Anhui Tatfook Technology Co.Ltd(300134) Secretary through his mobile phone number, but he said that the company did not accept a telephone interview. The reporter also informed the Secretary of the specific interview needs and the information of the interview letter sent by e-mail, but he had not received a reply as of press time.
(Daily Economic News)
