Securities code: 603023 securities abbreviation: Harbin Viti Electronics Corp(603023) Announcement No.: 2021-065 Harbin Viti Electronics Corp(603023)
After receiving the announcement of the inquiry letter on information disclosure of Harbin Viti Electronics Corp(603023) major asset restructuring plan from Shanghai Stock Exchange, the board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Harbin Viti Electronics Corp(603023) (hereinafter referred to as “the company”) received the inquiry letter on information disclosure of Harbin Viti Electronics Corp(603023) major asset restructuring plan (hereinafter referred to as “the inquiry letter”) No. [2021] 3038 from Shanghai Stock Exchange on December 31, 2021. The specific contents are hereby announced as follows: ” Harbin Viti Electronics Corp(603023) :
After reviewing the plan for issuing shares, convertible corporate bonds, paying cash to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as the plan) submitted by your company, the following problems need further explanation and supplementary disclosure by your company.
According to the plan, the company plans to purchase 100% equity of Shanghai Feier Auto Parts Co., Ltd. (hereinafter referred to as the subject company) at a price of 420 million yuan by issuing shares, convertible bonds and paying cash, It also issued shares to Lishui Nancheng New Area Investment Development Co., Ltd. (hereinafter referred to as Nancheng investment) controlled by the actual controller Lishui Economic and Technological Development Zone Management Committee (hereinafter referred to as the Economic Development Zone Management Committee) to raise 189 million yuan of supporting funds.
1、 About transaction scheme
1. About the lock up period. The plan disclosed that before the transaction, the Management Committee of the economic development zone directly held 21.43% of the equity of the company through Lishui Jiuyou equity investment fund partnership (limited partnership) (hereinafter referred to as Lishui Jiuyou Fund). After the completion of the transaction, the shareholding ratio of Lishui Jiuyou fund will be diluted to 18.09%, and Nancheng investment will hold 8.58% of the equity of the company through subscription of supporting funds, The total shareholding ratio of the Management Committee of the economic development zone will rise to 26.66%. The company is requested to supplement and disclose the lock-in period arrangement of shares held by Lishui Jiuyou fund by the Management Committee of the economic development zone before this transaction, and explain whether the relevant arrangements meet the requirements of the reorganization measures and the acquisition management measures. Financial advisers and lawyers are invited to express their opinions.
2. Regarding the voting rights of former controlling shareholders. According to the plan, before this transaction, Chen Zhenhua and Chen Qinghua jointly held 32.66% of the shares of the company and retained 5% of the voting rights. This transaction will not affect their 5% voting rights. In view of the dilution of the shareholding ratio of the two persons caused by this transaction, please supplement whether the specific number and proportion of shares of listed companies retained by Chen Zhenhua and Chen Qinghua after the completion of this transaction are consistent with the previous plan. Financial advisers and lawyers are invited to express their opinions.
3. On performance commitments and compensation arrangements. The plan disclosed that the compensation obligation will be triggered when the cumulative net profit realized by the target company during the performance commitment period is lower than 95% of the total profit commitment. At the same time, the listed company agrees to reward 60% of the profit of the target company exceeding the cumulative committed net profit to the core management team members who will continue to remain in the target company at the expiration of the performance commitment period. The company is requested to make supplementary disclosure: (1) the reason and rationality of exemption from compensation when the total performance reaches 95% of the commitment, and whether there is a risk of insufficient compensation; (2) The main considerations of setting up excess performance awards, relevant accounting treatment and its possible impact on listed companies; (3) Personnel composition and identification standards of “core management team”. Financial consultants and accountants are invited to express their opinions.
4. About subsequent integration. According to the plan, after the completion of this transaction, the original management organization and management personnel will still be used in principle. The assets and personnel of the target company and its subsidiaries will be included in the operation and management system of the listed company, and the business scope of the company will be expanded to the field of automotive interior parts. The company is requested to: (1) analyze whether the company and the target company have business collaboration in specific products, markets, technologies and other ways, and explain the specific implementation plan to be adopted to realize business collaboration; (2) Supplement and disclose the basic information of the existing management personnel and core business personnel of the subject company, the changes during the reporting period, and the measures to be taken by the company to maintain the stability of core personnel; (3) In combination with the company’s current operation, management, income scale and the integration plan of this transaction in terms of business, assets, finance and personnel, explain whether the company has the necessary personnel and experience reserves to control and manage the operation of the target assets, and whether it can effectively control the target assets after acquisition. The financial advisor is invited to comment.
2、 About the subject company
5. About financial data. According to the plan, from January to September in 2019, 2020 and 2021, the target company achieved operating revenue of 734 million yuan, 677 million yuan and 644 million yuan respectively, and net profit of 11.9221 million yuan, 34.4235 million yuan and 139.105 billion yuan. The company is requested to: (1) supplement and disclose the net profit of the subject company after deducting non recurring profits and losses during the reporting period, and explain the main components of non recurring profits and losses; (2) In combination with the industry development and upstream and downstream changes of the target company, explain the reasons for the large profit fluctuation of the target company in recent years; (3) Explain whether the profit level of the target company is significantly different from that of comparable companies in the same industry in combination with the target company’s business model, gross profit margin level of main products, main costs, etc; (4) Supplementary disclosure of the net cash flow from operating activities of the subject company during the reporting period, and an explanation of whether it matches the net profit; (5) The profit of the target company in the first three quarters of 2021 is far from the promised profit of 40 million yuan in 2022. In combination with the current orders in hand and industry development of the target company, the realizability of the performance commitment of the target company is supplemented. Financial consultants and accountants are invited to express their opinions.
6. About asset mortgage and lease. The plan shows that the two plants of the subject company located in Zhuangwu Road, Fengxian District are in mortgage status, and there are many leased properties at the same time. The company is requested to make supplementary disclosure: (1) specific information of plant mortgage, including mortgagee, financing amount and purpose, debt maturity time, whether there is repayment risk and its impact on the production and operation of the subject company; (2) Whether the lessor has the right to lease, and whether the subject company has the risk of being unable to continue to lease the leased property. Financial advisers and lawyers are invited to express their opinions.
7. About customers. According to the plan, the target company, as a secondary supplier, is responsible for the production and manufacturing of key parts, and has established cooperative relations with auto parts assembly enterprises such as Yanfeng system and Faurecia. The company is requested to make supplementary disclosure: (1) the cooperation mode between the target company and downstream primary suppliers, including but not limited to the establishment method of cooperation relationship, specific cooperation content, pricing basis, credit policy, settlement method and the company’s bargaining power; (2) The basic information of the top five customers during the reporting period, including name, relationship, sales revenue and proportion, indicating whether the target company is dependent on major customers. Financial consultants and accountants are invited to express their opinions. 8. About suppliers. According to the plan, the main raw materials used by the target company for production are plastic particles and metal parts. In the first half of 2021, the price of plastic particles increased compared with the annual average purchase price in 2020. The company is requested to make supplementary disclosure: (1) during the reporting period, the name of major suppliers, whether there is a relationship, procurement content, procurement amount and proportion, indicating whether the materials required for production are stable and whether there is significant dependence on a single supplier; (2) Whether the main customers and suppliers of the subject company overlap during the reporting period, if so, please explain the reasons and commercial rationality; (3) Quantitatively explain the impact of the recent rise in raw material prices on the financial performance of the target company. Financial consultants and accountants are invited to express their opinions.
9. About pending litigation. The plan disclosed that the subject company had three pending lawsuits with a lawsuit amount of more than 1 million yuan as the plaintiff in 2021, which were sales contract disputes with Magna seat company, and the plaintiff asked Magna seat company to compensate a total of 6223700 yuan. The company is requested to disclose the specific causes and latest progress of the above pending litigation, and explain the possible impact of the litigation matters on the business and finance of the subject company and the countermeasures to be taken. Financial consultants and accountants are invited to express their opinions.
10. About history. The plan disclosed that on June 10, 2020, Du Chengde and Ling long respectively transferred all their shares to LV Zhuxin. The company is requested to disclose the main background and transaction pricing of the equity transfer.
3、 Other
11. About the company’s share price. The company planned a major asset restructuring. The share price rose by the limit the trading day before the suspension. After the resumption of trading and the disclosure of the restructuring plan, the share price rose by the limit for three consecutive trading days. The company is requested to make supplementary disclosure: (1) the specific planning process, important time nodes and relevant personnel involved in the transaction; (2) Explain whether the directors, supervisors and senior managers of the company, major shareholders holding more than 5% and their directors, supervisors and senior managers have bought and sold the company’s shares six months before the suspension of trading and since the resumption of trading; (3) Whether there is any disclosure of inside information in this restructuring transaction. The financial advisor is invited to comment.
Please make disclosure immediately after receiving this inquiry letter, reply to our department in writing for the above problems within 5 trading days, and modify the reorganization plan accordingly. ”
In response to the above inquiries, the company and relevant parties will timely respond to the relevant issues involved in the inquiry letter in accordance with the requirements of Shanghai Stock Exchange, and fulfill the obligation of information disclosure.
The information disclosure media designated by the company is the website of Shanghai Stock Exchange (website: www.sse. Com.. CN) All information of the company in China Securities Journal, Shanghai Securities News, securities daily and securities times shall be subject to the information published in the above designated media. Please pay attention to the company’s announcement and pay attention to investment risks.
It is hereby announced.
Harbin Viti Electronics Corp(603023) board of directors December 31, 2021
