A few years ago spent 2 billion yuan to buy assets, why 1 yuan transfer?
On the evening of March 21, Dongguan Kingsun Optoelectronic Co.Ltd(002638) issued a letter of concern in reply to the announcement that the company's education and training business has suffered continuous losses in recent years and can not be operated sustainably at present. The evaluation value of the subject assets to be sold is 0 yuan, which is reasonable, and there is no case of selling the company's assets at a low price and transferring benefits.
On March 15, Dongguan Kingsun Optoelectronic Co.Ltd(002638) announced that it planned to transfer 1 yuan of 2 billion yuan of education and training business to related parties. On the same day, the company received a letter of concern from Shenzhen Stock Exchange, and the company's share price also fell by more than 7%.
education and training business losses for consecutive years
According to the previous announcement, Dongguan Kingsun Optoelectronic Co.Ltd(002638) plans to transfer 100% equity of Guangzhou Longwen Education Technology Co., Ltd. (hereinafter referred to as "Guangzhou Longwen") and 99% equity of Beijing longwenyun Education Technology Co., Ltd. (hereinafter referred to as "Beijing longwenyun") to Zhuhai Huizhuo enterprise management partnership (Limited partnership) (hereinafter referred to as "Zhuhai Huizhuo") for a consideration of 1 yuan. According to the evaluation report, the evaluation value of the two target companies is 0 yuan.
Dongguan Kingsun Optoelectronic Co.Ltd(002638) responded that due to the comprehensive impact of various adverse factors such as tightening industrial regulatory policies, repeated covid-19 epidemic and intensified industrial competition, the company's operating costs increased and its operating income decreased, resulting in continuous losses in the company's education and training business in recent years, and the relevant net assets have been negative.
According to the data, as of the benchmark date of November 30, 2021, the audited total assets of Guangzhou Longwen (parent company) were 317188400 yuan, total liabilities 362986800 yuan and net assets - 45798400 yuan; After audit, Beijing longwenyun (parent company) has total assets of 7.8281 million yuan, total liabilities of 3629868 million yuan and net assets of -457984 million yuan.
Dongguan Kingsun Optoelectronic Co.Ltd(002638) also said that at present, the difficulty of achieving breakeven in education and training business has greatly increased. At the same time, the company may also face the cost and cash flow pressure caused by student refund, employee dismissal, compensation for breach of lease contract, business transformation and other factors. The company believes that although the transaction pricing is significantly lower than that in 2016, it is reasonable.
Source: company announcement
education and training business cannot be operated continuously
Dongguan Kingsun Optoelectronic Co.Ltd(002638) , formerly known as Qinshang optoelectronics, was listed on the small and medium-sized board in December 2011. The company's main business is led lighting. It is the first listed company in A-Shares to focus on LED lighting. In 2016, Dongguan Kingsun Optoelectronic Co.Ltd(002638) acquired 100% equity of Guangzhou Longwen by issuing shares and paying cash at a price of 2 billion yuan, and made a large-scale entry into the field of education and training at that time.
Since then, Dongguan Kingsun Optoelectronic Co.Ltd(002638) continues to be overweight. According to incomplete statistics, since 2016, Dongguan Kingsun Optoelectronic Co.Ltd(002638) has invested 4 billion yuan in the field of education and acquired 7 education companies in total.
However, the education and training business acquired at a high premium is not only losing money for years, but now it is difficult to continue to operate. According to the data, the original shareholders of Guangzhou Longwen promised to achieve a total net profit of 564 million yuan from 2015 to 2018, but the final net profit was only 295 million yuan, and the performance completion rate was only 52.24%.
It is worth noting that the announcement shows that the net loss of Guangzhou Longwen education in 2019 was 23.29 million yuan, and the loss expanded to 114 million yuan in 2020; From January to November 2021, the net loss was 120375 million yuan.
Dongguan Kingsun Optoelectronic Co.Ltd(002638) said that affected by the "double reduction" policy, Guangzhou Longwen and Beijing longwenyun will be difficult to open discipline training business in the future. Even if the original discipline training business is retained, its charging level will be limited. According to the current charging level of off campus training guidance price in various cities, it is difficult for the company to maintain the balance of business and loss, and the relevant business cannot be operated sustainably.
company: no transfer of interests
In response to the question that the subject asset appraisal value concerned by the market is 0 yuan, Dongguan Kingsun Optoelectronic Co.Ltd(002638) said that the asset appraisal was finally conducted using the asset-based method. As of the benchmark date of November 30, 2021, the net asset appraisal value of Guangzhou Longwen was -123 million yuan and that of Beijing longwenyun was -89.433 million yuan.
Dongguan Kingsun Optoelectronic Co.Ltd(002638) said that according to the company law, a limited liability company only bears limited liability to the company to the extent of its shareholders' capital contribution. Therefore, it is reasonable that the assessed value of the net assets of Guangzhou Longwen and Beijing longwenyun is 0 yuan.
Dongguan Kingsun Optoelectronic Co.Ltd(002638) also said that the counterparty of this transaction is Zhuhai Huizhuo. Except that Jia Xi, the company's director and deputy general manager, holds 30% equity of Zhuhai Zhourui, the executive partner of Zhuhai Huizhuo, and serves as the manager of Zhuhai Zhourui, Zhuhai Huizhuo has no other related relationship with the company, and has no related relationship with the controlling shareholder, actual controller and their related persons (except the company). There is no transfer of interests to the controlling shareholder, actual controller and their related persons in this transaction.
