Securities code: Shenzhen Mtc Co.Ltd(002429) securities abbreviation: Shenzhen Mtc Co.Ltd(002429) Announcement No.: 2022005 Shenzhen Mtc Co.Ltd(002429)
Risk warning announcement on holding commercial acceptance bills issued by Evergrande group and its member enterprises
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips: 1. The company has business dealings with Evergrande group and its member enterprises and received the commercial acceptance bill issued by them. After the implementation of the two solutions of stripping Shenzhen zhaochi Supply Chain Management Co., Ltd. (hereinafter referred to as “zhaochi supply chain”) and purchasing 446154% equity of Kunming Fengtai investment Co., Ltd. (hereinafter referred to as “Kunming Fengtai”), the company, As of the date of this announcement, the remaining creditor’s rights receivable of Evergrande group and its member enterprises, such as notes receivable and accounts receivable, totaled 599163713 yuan. 2. In view of the fact that the company’s purchase of 446154% equity of Kunming Fengtai has not been completed and the industrial and commercial change has not been completed, and the transaction is still uncertain, the controlling shareholder of the company Nanchang zhaochi investment partnership (limited partnership) (hereinafter referred to as “Nanchang Zhaotou”) promises that if the matter is not finally completed, Nanchang Zhaotou promises to accept the creditor’s rights (including commercial acceptance bills and accounts receivable) between the company and Evergrande group and its member enterprises at a price not lower than the assessed value. The transaction price is finally determined through negotiation with the company based on the assessed value, and the payment method is cash. Whether Nanchang Zhaotou is the controlling shareholder of the company does not affect the performance of this commitment.
1、 Overview of the company’s business with Evergrande group and its member enterprises
The company has business dealings with Evergrande group and its member enterprises. Evergrande group and its member enterprises purchase LED lamps and other products from the company. Since the second half of 2021, Evergrande group and its member enterprises have had difficulties in capital turnover and cash flow, and their commercial acceptance bills have been overdue in the market. The company has been in contact with Evergrande group and its member enterprises to negotiate and solve the recovery of the company’s notes receivable, accounts receivable and other creditor’s rights receivable, And actively seek other solutions to reduce the relevant risks of the company.
2、 Relevant solutions adopted by the company
As of the date of this announcement, in order to minimize the risk of debt default of Evergrande group and its member enterprises, the company has taken the following relevant measures:
(I) stripping zhaochi supply chain
The company held the 25th meeting of the 5th board of directors on November 15, 2021, and deliberated and passed the proposal on capital increase and share expansion of wholly-owned subsidiaries and abandoning the right to increase capital of wholly-owned subsidiaries, It is agreed that the company, Huizhou maiweixin Power Technology Co., Ltd. and Huizhou Yiwei Technology Co., Ltd. sign the capital increase agreement on Shenzhen zhaochi Supply Chain Management Co., Ltd. (hereinafter referred to as the “capital increase agreement”), and the company waives the preemptive right to subscribe for this capital increase, The two strategic investors subscribed for the newly increased registered capital of zhaochi supply chain of 2884615384 yuan with a total of 3 billion yuan, and the remaining 115384616 yuan was included in the capital reserve. After the capital increase, the registered capital of zhaochi supply chain increased from RMB 500 million to RMB 3384615384. The company holds 147727% of its equity, and zhaochi supply chain will no longer be included in the scope of the company’s consolidated statements. For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) published by the company on November 16, 2021 Announcement on the resolution of the 25th meeting of the Fifth Board of directors (Announcement No.: 2021056), announcement on capital increase and share expansion of wholly-owned subsidiaries and waiver of capital increase right to wholly-owned subsidiaries (Announcement No.: 2021057) and other relevant announcements.
The assets of zhaochi supply chain include 282669758712 yuan of commercial acceptance bills issued by Evergrande group and its member enterprises. As of December 3, 2021, zhaochi supply chain has received a capital increase of 3 billion yuan, and has completed the industrial and commercial change procedures of registered capital for capital increase and share expansion. The shareholding ratio of the company has changed from 1000000% to 147727%. Zhaochi supply chain has become a joint-stock subsidiary and is no longer included in the scope of the company’s consolidated statements. Zhaochi supply chain has repaid all the debts of the company after receiving the capital increase, and the company has no creditor’s right and debt relationship with zhaochi supply chain. For details, please refer to the progress announcement on capital increase and share expansion of wholly-owned subsidiaries (Announcement No.: 2021067) disclosed by the company on December 3, 2021.
(II) purchase 446154% equity of Kunming Fengtai
At the 27th meeting of the 5th board of directors held on December 7, 2021, the company deliberated and approved the proposal on asset purchase and foreign investment, and agreed to sign the equity transfer agreement with Shenzhen beirongxin Investment Development Co., Ltd. (hereinafter referred to as “beirongxin”), Beirongxin purchased 446154% equity of Kunming Fengtai (hereinafter referred to as the “underlying equity”). The transaction price is based on the appraisal report of all shareholders’ equity assets of Kunming Fengtai Investment Co., Ltd. (pczpbz [2021] No. S191) issued by Shenzhen Pengxin asset appraisal Land Real Estate Appraisal Co., Ltd. through negotiation, the final price of the subject equity is 2.9 billion yuan. For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) published by the company on December 9, 2021 Announcement on the resolution of the 27th meeting of the Fifth Board of directors (Announcement No.: 2021069), announcement on the purchase of assets and foreign investment (Announcement No.: 2021070) and other relevant announcements.
The company signed the equity transfer agreement with beirongxin on December 8, 2021. According to the agreement of both parties, the company paid 289432691038 yuan and 567308962 yuan in cash by means of commercial acceptance bills and accounts receivable transfer issued by Evergrande group and its member enterprises, totaling 2.9 billion yuan. Meanwhile, according to the equity transfer agreement, within 30 working days after the signing of the agreement, the equity under this Agreement shall be transferred to the company and the industrial and commercial registration shall be completed. As of the date of this announcement, the industrial and commercial registration of this equity transfer has not been completed. The industrial and commercial registration of this equity transfer has yet to be further promoted and implemented, and there is still uncertainty.
On February 28, 2022, the company received the letter of commitment issued by the controlling shareholder Nanchang zhaochi investment partnership (limited partnership) (hereinafter referred to as “Nanchang Zhaotou”). If Shenzhen Mtc Co.Ltd(002429) purchase of 446154% equity of Kunming Fengtai failed to be completed, in order to minimize the impact on the company, Nanchang Zhaotou promises to accept the creditor’s rights (including commercial acceptance bills and accounts receivable) between Shenzhen Mtc Co.Ltd(002429) and Evergrande group and its member enterprises at a price not lower than the assessed value. The transaction price is finally determined through negotiation with Shenzhen Mtc Co.Ltd(002429) on the basis of the assessed value, and the payment method is cash.
Whether Nanchang Zhaotou is the controlling shareholder of Shenzhen Mtc Co.Ltd(002429) does not affect the performance of this commitment.
3、 Relevant risk tips
In view of the overdue payment of commercial acceptance bills of Evergrande group and its member enterprises due to capital turnover problems, the management of the company analyzed and evaluated the recoverability of the customer’s receivables as of December 31, 2021, and considered that there were obvious signs of impairment, and the company will withdraw the provision for asset impairment according to relevant accounting standards.
4、 Other instructions
1. According to the changes of market environment, the company has strengthened risk management. At present, it only undertakes the relevant business of full cash advance payment of Evergrande group and its member enterprises.
2. The company’s main business operation is stable and its capital is in good condition. In addition to the above, other businesses have maintained steady development. In the future, the company will continue to focus on the development of its main business. On the one hand, it will consolidate the industry position of the company’s smart display and smart home networking ODM business, gradually expand its market share, continue to extend to new display fields such as office, business, education and medical treatment, and build an industrial cluster of smart display industry; On the other hand, take the LED industry chain as the strategic focus of the company’s industrial expansion. With the continuous development of mini LED display technology, the capacity demand of mini LED will grow explosively in the future, P1 Products with a spacing of more than 0 will gradually enter the mature stage, compared with P0.05 X has huge market potential, mini LED has become the main technical direction, and the development of mini / micro LED industry is full of more challenges and possibilities. Based on LED chips, the company further expanded packaging and manufacturing. With years of technology precipitation and product development, the company not only has a place in the promotion of mini led micro spacing display technology, but also has made a comprehensive layout in mini LED backlight technology, product scheme, supply chain support and application market. Through cooperation with BOE, Skyworth, Konka, TCL, Samsung, TPV With the close cooperation of sharp and other international well-known manufacturers, we have gradually obtained orders and shipped them one after another. The company will give full play to the vertical integration advantages of the upstream and downstream of the industrial chain, continuously improve the performance contribution of the LED industrial chain to the company, realize the two wheel drive of intelligent display with the core business sector, promote the all-round development of the main business and continuously improve the comprehensive competitiveness of the company.
It is hereby announced
Shenzhen Mtc Co.Ltd(002429) board of directors
March 1, 2002
