At 11:00 p.m. on March 18, the reply of Misho Ecology & Landscape Co.Ltd(300495) concern letter came slowly. Although the previous "toothpaste squeezing" delayed reply was changed, investors still shouted to wait for the reply until they were "tired".
This letter of concern is the third letter of concern from Shenzhen Stock Exchange on the transfer of suppliers' creditor's rights and the repayment of funds occupied by controlling shareholders. However, there are inconsistencies in the latest reply. The previous letter of concern replied that the suppliers transferring Misho Ecology & Landscape Co.Ltd(300495) receivable creditor's rights are not related to the listed company, but in this reply, it said that one of the suppliers is a wholly-owned subsidiary of the listed company.
It is worth noting that the wholly-owned subsidiary Chongqing highland Landscape Design Co., Ltd. (hereinafter referred to as "Chongqing highland"), which is one of the above suppliers, transferred the creditor's rights at a discount with a third party, and the difference of RMB 6.4255 million was repaid by the controlling shareholder as the debtor. If the transaction is fair, why should the price difference with the third party be borne by the controlling shareholder?
The contents of the announcement were contradictory, and the creditor's rights transaction was complicated. Misho Ecology & Landscape Co.Ltd(300495) was questioned and took out a confused account.
contradictory relationship
or there is a letter Phi violation
In October 2021, Misho Ecology & Landscape Co.Ltd(300495) signed the strategic cooperation agreement with Beijing Zhiyun Asset Management Co., Ltd. after the signing of the strategic cooperation agreement, Misho Ecology & Landscape Co.Ltd(300495) coordinated and organized the company's suppliers to hold a creditor's meeting, and 67 suppliers transferred a total of 595 million yuan of creditor's rights to Zhengzhou Zhiyun Youyan enterprise management center (limited partnership) (hereinafter referred to as "Zhiyun Youyan"), and the creditor of the company was changed to Zhiyun Youyan after the transfer of creditor's rights.
In December 2021, Wang Yingyan, the controlling shareholder of Misho Ecology & Landscape Co.Ltd(300495) received a loan of 595 million yuan from Yantai Zhiyun Youyi No. 1 Investment Center (limited partnership) (hereinafter referred to as "Zhiyun Youyi") to repay the funds occupied by the listed company. After receiving the repayment from the controlling shareholder, the company immediately paid 595 million yuan to Zhiyun Youyan.
Shenzhen Stock Exchange has issued inquiry letters to Misho Ecology & Landscape Co.Ltd(300495) three times on the above matters. The reporter of Securities Daily noted that on January 27, 2022, the announcement on the reply to the letter of concern to Shenzhen Stock Exchange disclosed by Misho Ecology & Landscape Co.Ltd(300495) showed that 67 suppliers were not related parties of the company. After inquiry, Chongqing highland is a wholly-owned subsidiary of the company. Such an obvious relationship will not be disclosed until the reply to this inquiry letter.
Xu Feng, a lawyer of Shanghai Jiucheng law firm, said in an interview with the reporter of Securities Daily: "the disclosure that there is no relationship with its own subsidiary is an obviously misleading statement, which also makes people suspect that it is eager to explain and ignore the basic facts in the relevant operation."
As for the reason why Chongqing highland, a wholly-owned subsidiary, appeared among the 67 creditors, Misho Ecology & Landscape Co.Ltd(300495) said that on November 24, 2021, Misho Ecology & Landscape Co.Ltd(300495) urgently needed 6 million yuan of capital to repay Bank Of Jiangsu Co.Ltd(600919) due loans. Without other financing channels, the company's management arranged the above-mentioned transfer of Chongqing Highland's creditor's rights.
Misho Ecology & Landscape Co.Ltd(300495) believes that Bank Of Jiangsu Co.Ltd(600919) as the basic household of Meishang ecology, the lead arranger of the debt Committee and the investor of bonds (with an investment amount of 100 million), maintaining the relationship with Bank Of Jiangsu Co.Ltd(600919) is very important for the company.
Pan Helin, CO director and researcher of the digital economy and financial innovation research center of the International Business School of Zhejiang University, said: "it is unreasonable to give priority to the repayment of Bank Of Jiangsu Co.Ltd(600919) the loan. However, if it is due debt and not during bankruptcy liquidation, there is no right to recover the repayment at this time, so although it is unreasonable, there may be no way to recover it in law."
relevant explanations are not reasonable
is actually an inter-bank loan
Shenzhen Stock Exchange believes that the above-mentioned 67 suppliers have transferred their creditor's rights to the company to Zhiyun Youyan, and the company does not have the obligation to pay to the suppliers. The relevant explanation of Misho Ecology & Landscape Co.Ltd(300495) is not reasonable. Please truthfully explain the specific reasons why the company paid Zhiyun Youyan 595 million yuan after receiving the occupied fund returned by the controlling shareholder when the company is short of funds, faces multiple lawsuits and multiple lawsuits are in the implementation stage.
Misho Ecology & Landscape Co.Ltd(300495) said, "although the company is currently facing many economic lawsuits and the expiration of financial institutions, the company believes that repaying the debt and financial debt in litigation disputes with the company is limited and not the best option for the company's business operation from its own operating interests."
By the end of 2021, Misho Ecology & Landscape Co.Ltd(300495) overdue debt was 472 million yuan. Up to now, Misho Ecology & Landscape Co.Ltd(300495) latest accumulated litigation amount is about 1.061 billion yuan.
"The direct payment of 595 million yuan to Zhiyun Youyan is unreasonable, because the repayment priority of general creditors of listed companies is equal. In case of default, all creditors need to be treated fairly, rather than the way of transferring funds, and the way of transferring debt favors one creditor over the other. The view that 'paying litigation debt is not considered to be the best' is also unfair." Pan Helin said.
The reporter noted that the debt receivable of Misho Ecology & Landscape Co.Ltd(300495) subject matter transferred from Chongqing highland to Zhiyun Youyan was 138255 million yuan, the transfer price was 7.4 million yuan, and the discount rate was 53.52%. On November 24, 2021, the branches and subsidiaries of Misho Ecology & Landscape Co.Ltd(300495) received 7.4 million yuan of debt transfer from Chongqing highland and paid 5.9326 million yuan of Bank Of Jiangsu Co.Ltd(600919) loan on that day.
In October 2021, it began to organize the transfer of creditor's rights. The subsidiary transferred its creditor's rights at a high discount. In December, the controlling shareholder repaid the funds occupied by the listed company. In just two months, the listed company paid off the creditor's rights transferred to Zhiyun Youyan in full.
Xu Feng told reporters, "it belongs to the behavior of trading at an obviously unreasonable price, which is suspected of interest transmission. When knowing that the transferee creditor has transferred the creditor's rights at a high discount, it is also suspected of paying off the creditor's rights at the original price. It is doubtful whether there are other interest arrangements behind it. There is a suspicion that the new creditor and controlling shareholder jointly infringe on the interests of the listed company, other shareholders and other creditors."
The reporter checked the announcement and found that Zhiyun preferred and Zhiyun Youyan are limited partnerships under the same control, and Zhiyun preferred holds 99.83% equity of Zhiyun Youyan.
During the interview, a number of insiders told the reporter of Securities Daily that the funds between the listed company and Zhiyun Youyan are actually likely to be bridge funds.
"The listed company was short of funds two months ago, and paid off its debts in full two months later. Moreover, it conducted capital transactions with two related entities, Zhiyun optimization and Zhiyun Youyan. The real probability of a series of transactions between Zhiyun optimization and Zhiyun Youyan, the listed company and the controlling shareholder is inter-bank lending.
”A certified public accountant who declined to be named told the Securities Daily.
series transactions are still in doubt
or pave the way for restructuring
The price difference of the transferred creditor's rights of Chongqing highland, a wholly-owned subsidiary, was 6.4255 million yuan, while Wang Yingyan, the Misho Ecology & Landscape Co.Ltd(300495) controlling shareholder, promised to continue to perform the obligation of repayment as the debtor Misho Ecology & Landscape Co.Ltd(300495) independent directors also believe that in order to better protect the interests of listed companies and minority shareholders, the controlling shareholders should be responsible for the compensation of this part of the price difference.
However, the above unnamed CPA told reporters: "if the transaction is fair, in the case that the controlling shareholder has no relationship with the third party Zhiyun Youyan and there are no other transactions, it is unreasonable for the controlling shareholder to return the above price difference of 6.4255 million yuan as the debtor, and there may be a package deal between the controlling shareholder and the third party."
Shenzhen Stock Exchange also asked whether the repayment of borrowed funds from Misho Ecology & Landscape Co.Ltd(300495) controlling shareholders to the company, the transfer of creditor's rights of suppliers and the repayment of the company to Zhiyun Youyan are preconditions for each other and a package arrangement. In this regard, Misho Ecology & Landscape Co.Ltd(300495) firmly denied, saying that "the company's repayment and the transfer of supplier's creditor's rights do not belong to a package arrangement."
From the situation of funds occupied by the controlling shareholders disclosed in Misho Ecology & Landscape Co.Ltd(300495) disclosure, assuming that Zhiyun preferred failed to provide a loan of 595 million yuan to the controlling shareholders in December 2021, the balance of funds occupied by the controlling shareholders to the listed company will be as high as 895 million yuan. After the controlling shareholder Wang Yingyan returned the funds borrowed from Zhiyun preferred to the listed company, the amount of funds occupied was quickly and significantly reduced, and the balance of funds not yet occupied was only about 300 million yuan. However, due to the price difference of 6.4255 million yuan, the company will "the controlling shareholder has returned the total principal of 691 million yuan of the funds occupied by the listed company. At present, the controlling shareholder has not returned all 991 million yuan of the company's funds, and the remaining principal is about 300 million yuan." The correction is "the controlling shareholder has returned the total principal of 685 million yuan of the funds occupied by the listed company. At present, the controlling shareholder has not returned all 991 million yuan of the company's funds, and the remaining principal is 306 million yuan."
Kuang Yuqing, the founder of lens research, told the Securities Daily: "the transfer price of creditor's rights is the result of negotiation between the two sides, as long as the creditor thinks it is reasonable. If the transaction is fair, it is unreasonable for the controlling shareholder to bear this part of the price difference. If the controlling shareholder bears this part of the funds, it is difficult to make people not think that there is a package deal arrangement behind it, which paves the way for the transfer and reorganization of the company's control in the future."
The reporter noted that if 6.4255 million yuan is repaid by the controlling shareholder, the debt risk of the controlling shareholder itself will be further increased. At present, 99.99% of the shares of listed companies held by controlling shareholders have been pledged and 100% of the shares have been frozen by the judiciary. Moreover, the listed company returned by the controlling shareholder occupies about 600 million yuan of funds for its external loans.
Pan Helin said: "The purpose of the controlling shareholder is to replace the debt of the listed company by assuming the debt. Through this replacement, the financial report of the listed company will be improved, so as to drive the stock price of the listed company. The rise of the stock price will eventually enable the controlling shareholder to improve the liquidity by selling the equity of the listed company. However, the question is whether there are secondary market investors willing to pay for this kind of conspiracy? This is to ask No. In fact, the key to Meishang is to find ways to get out of trouble in operation. If there is self hematopoietic ability and investors of listed companies are willing to take over the offer, it is possible to finally solve the debt problem through the transfer of control. "
An investor who asked not to be named told the Securities Daily, "this series of transactions full of logical flaws seem to be tailored by listed companies and actual controllers for the future stock and debt restructuring and control transfer. It may only be the first step in shell selling and shell buying transactions."
It is worth mentioning that except for Chongqing highland, the transfer price and payment method of creditor's rights of the remaining 66 suppliers and the actual total transfer amount of creditor's rights of 67 suppliers of RMB 595 million have not been announced. Is there a high discount transfer in the transfer of other suppliers? In the reply to the attention letter on March 18, Zhiyun Youyan only said that since the transfer price and payment method of creditor's rights are the specific contents of the agreement between it and the transferor, both parties agreed to keep the above contents confidential and inconvenient to disclose to the public.
