After 12 days, Shenzhen Fenda Technology Co.Ltd(002681) (002681. SZ) sold assets again, and its operation of "buying high and selling low" attracted the attention of Shenzhen Stock Exchange. The company received the attention letter issued by Shenzhen Stock Exchange on January 5. In view of the company's previous plan to sell 100% equity of its wholly-owned subsidiary Shenzhen fuchengda Technology Co., Ltd. (hereinafter referred to as "fuchengda") for 502 million yuan, the Shenzhen stock exchange requires the company to explain in detail the rationality and fairness of the pricing of this transaction; Whether there is any situation that the assets of the listed company are disposed of at a low price and the interests of the listed company are damaged by using the evaluation method.
The reporter of economic information daily noted that in 2017, Shenzhen Fenda Technology Co.Ltd(002681) acquired the equity of fuchengda at a transaction price of RMB 2.895 billion, and the purchase price in 2017 was 5.77 times the sale price. The counterparty of this transaction is Shandong maitao Technology Co., Ltd. (hereinafter referred to as "maitao technology"). Maitao technology and its controlling shareholder Zibo Jiagu industrial investment partnership (limited partnership) (hereinafter referred to as "Jiagu investment") were established in December 2021; On the other hand, Shenzhen Fenda Technology Co.Ltd(002681) when acquiring fuchengda in 2017, the income method was used for valuation, and the asset-based method was used for valuation in this sale. In addition, this is the second sale of assets by Shenzhen Fenda Technology Co.Ltd(002681) in December 2021. The company previously announced that it planned to transfer 100% equity of another wholly-owned subsidiary, which was also issued a letter of concern by the Shenzhen Stock Exchange.
counterparties are newly established companies
Shenzhen Fenda Technology Co.Ltd(002681) it is mainly engaged in the R & D, design, production and sales of complete consumer electronics and its core components. It is a vertical integration solution provider in the field of intelligent hardware. The main products include four series: electroacoustic products, intelligent wearable devices, health appliances and precision metal structural parts. It is the mainstream supplier in the above market segments.
Shenzhen Fenda Technology Co.Ltd(002681) the announcement on December 29, 2021 shows that maitao technology has completed the new establishment for the acquisition of fuchengda, and the controlling party is Jiagu investment, which is a newly established company. Maitao technology is 94% owned by Zibo langyun industrial investment partnership (limited partnership) (hereinafter referred to as "langyun investment"); Jinan Hongyue Minghu science and technology innovation and development partnership (limited partnership) holds 6%. Among them, Jiagu investment in langyun investment holds 57.45% and is the controlling shareholder of maitao technology.
Enterprise investigation shows that langyun investment was established on December 23, 2021, of which Zhang long is the actual controller, holds 100% voting rights, and the final beneficial shares are 0.43%; Through direct or indirect shareholding, Wu Peng ultimately benefited 57.02% of the shares. Jiagu investment was established on December 20, 2021. The actual controller is also Zhang long, holding 0.74% and Wu Peng's ultimate beneficial share is 99.26%. Wu Peng was changed to Chairman of fuchengda on December 31, 2021.
According to the announcement, in 2020 and January September 2021, fuchengda achieved an operating revenue of 873 million yuan and 552 million yuan respectively, with a net profit of - 3.7027 million yuan and - 301 million yuan respectively, with a significant increase in losses.
Shenzhen Fenda Technology Co.Ltd(002681) said that the main purpose of the company's external transfer of 100% equity of Fucheng is that the company plans to fully withdraw from the metal parts business, further focus on the main business of intelligent hardware, improve the company's business level and quality, and comply with the company's strategic plan for long-term development.
"buy high and sell low" fuchengda equity
According to the announcement, Shenzhen Fenda Technology Co.Ltd(002681) acquired the equity of fuchengda at the transaction price of RMB 2.895 billion in 2017, and sold the equity of fuchengda at the transaction price of RMB 502 million in 2021.
Shenzhen Stock Exchange pointed out that the purchase price in 2017 is quite different from the sale price, and the purchase price is 5.77 times of the sale price. Shenzhen stock exchange requires the company to explain in detail the rationality and fairness of the pricing of this transaction in combination with the operation and financial status of fuchengda.
According to the asset appraisal report (Beiya Shi Ping Bao Zi [2021] No. 01-1080) issued by Beiya Shi Asset Appraisal Office (special general partnership), taking September 30, 2021 as the appraisal base date and adopting the asset-based method, the appraisal result of the total equity value of fuchengda shareholders is 502 million yuan and the appreciation rate is 171.07%.
In view of the fact that the income method was adopted for the valuation of the purchase in 2017 and the asset-based method was adopted for the valuation of this sale, the Shenzhen stock exchange requires Shenzhen Fenda Technology Co.Ltd(002681) to explain the reasons and rationality of the different valuation basis of the two transactions, and whether there is any situation that the assets of the listed company are disposed of at a low price and the interests of the listed company are damaged by using the valuation method, The assets appraisal institution is requested to check and express clear opinions. SZSE also requires the company to conduct self-examination in accordance with the relevant provisions of Chapter 10 of the stock listing rules, explain whether this transaction constitutes a connected transaction, and please explain whether the counterparty and the original shareholders of fuchengda have a connected relationship or concerted action relationship.
In addition, the Shenzhen Stock Exchange also paid attention to the performance compensation commitments between the company and fuchengda.
The announcement shows that according to the special audit report on the achievement of performance commitments of Shenzhen fuchengda Technology Co., Ltd. in 2019 disclosed on Shenzhen Fenda Technology Co.Ltd(002681) April 30, 2020, the amount to be compensated by the original shareholders of fuchengda is 1.935 billion yuan. According to the announcement on the completion of the implementation of performance compensation share repurchase and cancellation disclosed by the company on July 15, 2020, the actual compensation amount paid by the original shareholders of fuchengda is 1.78 billion yuan, which is still 155 million yuan different from the above compensation amount. In the announcement of the company's reply to the letter of concern of Shenzhen Stock Exchange on October 23, 2020, the company and its controlling shareholders will solve the above performance compensation commitments through negotiation with the original shareholders of fuchengda before November 29, 2022. If the original shareholders of fuchengda fail to fully compensate the above difference, Xiao Fen, the controlling shareholder and actual controller of the company, promises to bear the guarantee liability for the unrecovered amount or shares of the company.
In this regard, the Shenzhen stock exchange requires the company to explain whether it has made arrangements for the outstanding performance commitment of RMB 155 million in this transaction, the negotiation between the company and the original shareholders of fuchengda, the progress of recovery so far, the specific measures taken to recover the above funds, and the expected time to recover the above funds.
successive sales of loss making subsidiaries
The reporter of economic information daily noted that Shenzhen Fenda Technology Co.Ltd(002681) , which was in a loss state in the first three quarters of 2021, had twice sold assets in December 2021. The two announcements were 12 days apart, and both asset sales were concerned by Shenzhen Stock Exchange.
The financial report shows that from January to September 2021, Shenzhen Fenda Technology Co.Ltd(002681) achieved an operating revenue of 2.975 billion yuan, a year-on-year increase of 18.66%, and the net profit attributable to shareholders of listed companies was -147 million yuan, ending profit to loss year-on-year.
It is worth noting that Shenzhen Fenda Technology Co.Ltd(002681) was subject to "delisting risk warning" on May 6, 2020 because the audited net profit in 2018 and 2019 was negative. The delisting risk warning was not revoked until April 13, 2021, and the stock abbreviation was changed from "* ST Fenda" to " Shenzhen Fenda Technology Co.Ltd(002681) ".
Can the successive sale of Shenzhen Fenda Technology Co.Ltd(002681) of loss making subsidiaries turn the tide and turn losses into profits?
Shenzhen Fenda Technology Co.Ltd(002681) it was announced on December 17, 2021 that the company planned to transfer 100% equity of its wholly-owned subsidiary Dongguan oupengda Technology Co., Ltd. (hereinafter referred to as "Dongguan oupengda") to Dongguan Shien Technology Investment Co., Ltd. (hereinafter referred to as "Shien technology") at a total price of 601 million yuan.
This transaction also attracted the attention of the Shenzhen Stock Exchange. The Shenzhen Stock Exchange issued a concern letter on December 21, 2021, requiring Shenzhen Fenda Technology Co.Ltd(002681) to explain the reasons and necessity for the transfer of the equity of the target company in combination with the establishment purpose of the target company, the process of the company obtaining the target company, the operation after owning the equity of the target company, and the impact of the target company on the company's production, operation and financial statements.
Shenzhen Fenda Technology Co.Ltd(002681) on December 28, 2021, the reply to the letter of concern from Shenzhen Stock Exchange said that Dongguan oupengda's main business is the production and sales of metal appearance parts and structural parts, house leasing and property management. In 2019, 2020 and January September 2021, Dongguan oupengda's operating revenue was RMB 0, 54.369 million and 73.4089 million respectively, and the net profit was -1224300 yuan, - 28.394 million yuan and -399600 yuan, The income scale is small and is still in a state of continuous loss.
According to the announcement, the company expects that the sale of Dongguan oupengda equity will increase the company's net profit by 201 million yuan, and the sale of fuchengda equity will increase the company's net profit by 61.5909 million yuan.
No progress has been announced on the payment of transaction funds by Shien technology. However, from the previous reply report, the company has explained. According to the promotion arrangement of this equity transfer, the equity delivery of Dongguan oupengda is expected to be completed in the first half of 2022. Therefore, the income recognized in this equity transfer is expected to belong to 2022.
Shenzhen Fenda Technology Co.Ltd(002681) on January 1, 2022, it was announced that the company had recently received the initial transaction payment of 256 million yuan from maitao technology. In the attention letter issued by Shenzhen Stock Exchange on January 5, 2022, the company is required to further explain the reasons for the sale of fuchengda's equity, and clearly explain the accounting period to which the transfer income is expected to be recognized in combination with the rights, obligations and risk transfer arrangements of fuchengda.
On January 6, 2022, Shenzhen Fenda Technology Co.Ltd(002681) closed at 3.93 yuan / share, down 0.25%.
(economic reference network)
