Due to the announcement of related party transactions, Yinyi Co.Ltd(000981) received the attention letter from the exchange.
On March 23, the Shenzhen Stock Exchange disclosed a letter of concern about Yinyi Co.Ltd(000981) , asking questions one by one about the overvalued value, potential benefit transmission and other issues involved in the company’s relevant acquisitions.
Yinyi Co.Ltd(000981) the latest report is 1.48 yuan / share, with a market value of 14.8 billion yuan.
acquisition of xiaolinggou is questionable
On March 15, Yinyi Co.Ltd(000981) disclosed that Ningbo, a wholly-owned subsidiary of the company, knew that enterprise management planned to acquire 5.2% equity of xiaolinggou travel held by Jiaxing Jiale for 260 million yuan. After evaluation, the valuation of xiaolinggou travel is 5.844 billion yuan.
As a new energy vehicle direct rental travel platform, with a valuation of nearly 6 billion yuan, can xiaolinggou’s travel qualification be supported?
It is disclosed that in 2020 and 2021, the net assets of xiaolinggou travel were – 167 million yuan and – 315 million yuan, the operating income was 368 million yuan and 319 million yuan, the net profit was – 119 million yuan and – 150 million yuan, and the net cash flow from operating activities was 385 million yuan and 59 million yuan.
Under the background that the above main financial data of xiaolinggou travel show a downward trend, and the net assets and net profit are negative, the overvalued value has attracted the attention of Shenzhen Stock Exchange. In this regard, the Shenzhen stock exchange requires the company to explain the reasons for the negative net profit and net assets of xiaolinggou travel in recent years, whether there is uncertainty in the ability of sustainable operation, and explain the fairness of its valuation of 5.844 billion yuan.
It is also disclosed that other payables of xiaolinggou travel in 2020 and 2021 were 597 million yuan and 669 million yuan respectively, accounting for 54.72% and 72.17% of total assets respectively. In this regard, the Shenzhen stock exchange requires the company to explain the specific contents of other payables for xiaolinggou’s travel, as well as the reasons why other payables account for a high proportion of total assets and continue to grow. Is it industry practice.
Moreover, the Shenzhen Stock Exchange also requires the company to explain whether to provide financial support to the restructuring investors in essence in combination with the relationship between the above subjects, the main shareholders of zihehuixin and the restructuring investor zihejinxin.
It is worth mentioning that Yinyi Co.Ltd(000981) did not disclose the corresponding performance commitment and other detailed indicators in the acquisition announcement. In view of this situation, the Shenzhen stock exchange requires to explain whether there is any situation that damages the interests of listed companies.
need to explain the important shareholders of both parties
whether there are property rights and other relationships
On March 15, the company also simultaneously disclosed that its wholly-owned subsidiary, Western venture capital, plans to acquire 99% of Zihe Huixin held by Ningbo Zhongheng for 301 million yuan. According to the investigation, the current investment project of zihehuixin is Zhejiang Hexin, and the former holds 268687% equity of Zhejiang Hexin. Ningbo Chancheng has been the limited partner of Zihe Huixin in the past 12 months, and ye Ji, the actual controller of Ningbo Chancheng, is Yinyi Co.Ltd(000981) new actual controller.
One background is that ye Ji’s entry comes from Yinyi Co.Ltd(000981) previous restructuring plan. Retrospective announcement: in June 2020, Ningbo intermediate people’s court ruled to accept the reorganization application of Yinyi Co.Ltd(000981) and Yinyi Co.Ltd(000981) officially entered the reorganization procedure; In December 2020, Yinyi Co.Ltd(000981) signed the reorganization investment agreement with reorganization investor zihejinxin. That month, Ningbo intermediate people’s court also ruled to approve the reorganization plan of Yinyi Co.Ltd(000981) and terminate the reorganization procedure of Yinyi Co.Ltd(000981) in the same month.
According to the reorganization plan, when all investment funds are paid and the conversion of capital reserve into shares is completed, the shareholding proportion of zihejinxin reaches 29.89%, and becomes the Yinyi Co.Ltd(000981) controlling shareholder in one fell swoop. As the executive partner of zihejinxin, ye Ji became the new actual controller of Yinyi Co.Ltd(000981) and completed the reorganization of Yinyi Co.Ltd(000981) board of directors. To participate in the reorganization, zihejin core needs to spend 3.2 billion yuan. Under the huge pressure, the whole reorganization process is not smooth. The main problem lies in the timely payment of the huge amount of money by zihejin core.
Under the interweaving of various related relationships, Yinyi Co.Ltd(000981) plans to acquire 99% of Zihe Huixin, which is particularly “eye-catching”. Relevant announcements show that as early as August 2021, Ningbo industrial city controlled by Ye Ji transferred 99% of its property share of Zihe Huixin to Ningbo Zhongheng at the price of 0 yuan. Up to now, Ningbo Zhongheng has contributed 301 million yuan to Zihe Huixin.
In this regard, the Shenzhen stock exchange requires the company to explain the business logic of the above transaction arrangement, the rationality of Ningbo Zhongheng transferring the above corresponding share after the paid in capital contribution of 301 million yuan, and the necessity of purchasing 99% of the property share of Zihe Huixin.
In addition, the company is also required to combine the relationship between the above subjects, the main shareholders of zihehuixin and the restructuring investor zihejinxin to provide financial support for the restructuring investors in essence.
Some legal persons believe that, in view of the fairness problems, profit adjustment problems, interest transmission and other problems existing in the affiliated exchanges in the actual operation cases may have a bad impact on the listed companies, the affiliated transactions of listed companies have always been an important aspect of regulatory attention.
It is also disclosed that Xu Bing, the current director of Yinyi Co.Ltd(000981) is the current director of xiaolinggou travel. Based on this, the Shenzhen stock exchange requires the company to disclose whether the top six shareholders of xiaolinggou travel have relations with the directors, supervisors and senior management personnel of the listed company and the top ten shareholders of the listed company in terms of property rights, business, assets, creditor’s rights and debts, as well as other relations that may cause the listed company to tilt its interests.
Geely
On the eve that the Yinyi Co.Ltd(000981) related acquisition was concerned by the supervision, it announced that it planned to participate in the reorganization of Zhidou automobile in the same dilemma with 400 million yuan, which attracted the attention of the outside world.
Statistics show that Zhidou automobile is jointly established by xindayang Electromechanical group, Geely Holding Group, Ninghai Yinshi investment fund, Jinshajiang venture capital fund, etc. its core assets are the independent new energy passenger vehicle production qualification owned by its wholly-owned subsidiary Lanzhou Zhidou. However, affected by the decline of new energy vehicle subsidies in 2018, the sales volume decreased year by year. At the same time, it was deeply involved in the storm of salary arrears and so on. Finally, it came to the situation that it was necessary to find a glimmer of vitality with the help of bankruptcy reorganization.
In that case, Yinyi Co.Ltd(000981) why make such a choice? The shareholders behind the two companies may be able to give some reference.
After Yinyi Co.Ltd(000981) signed the investor restructuring agreement, the number of shareholders of zihejinxin reached 8. After penetration, in addition to Haier Group and state-owned shareholders, Li Shufu also appeared, and the shareholders behind Zhidou automobile also included Geely Holding Group.
Coincidentally, the above-mentioned xiaolinggou travel is not only an enterprise invested by Geely, but also Zhidou automobile is its sixth largest shareholderP align = “center” source: tianyancha
Yinyi Co.Ltd(000981) , which has various relationships with Geely, has aroused countless conjectures for a while.
One detail is that on March 23, after receiving the letter of concern from Shenzhen Stock Exchange, the company replied to more than 20 questions in a row on the interactive platform, many of which involved the “car making plan”. For example, “the company reorganized Zhidou automobile and won the new energy Dual Certificate. Are you ready to create your own brand or jointly build a car with other enterprises?” “Does the company intend to cooperate with Geely’s new energy vehicle strategy?” wait. In this regard, the company did not give a positive reply.
Whether Yinyi Co.Ltd(000981) previously restructured to gradually divest the real estate business or this acquisition operation, the company’s external caliber has always been “committed to the transformation to a high-tech company and unswervingly practice and develop the new energy strategy”.
But for a company born in the real estate industry, it is very difficult to achieve such a goal. At the end of January this year, the company issued a performance forecast. It is expected that the net profit loss in 2021 will be 2.3 billion yuan to 1.9 billion yuan, with a year-on-year change of – 111.5% to – 74.71%.
