At the beginning of 2022, Sichuan Hushan Electric Appliance Co., Ltd. (hereinafter referred to as “Hushan electric appliance”) updated its prospectus. The company plans to land on the main board of Shenzhen Stock Exchange, and plans to issue no more than 60 million new shares, accounting for no less than 25.00% of the total share capital after issuance, and plans to raise 406 million yuan. The sponsor is Huaxi Securities Co.Ltd(002926) .
According to public information, Hushan electric appliance was founded in 2006 and has experienced many equity changes and capital increases in its development process, gradually changing from a wholly-owned subsidiary of Sichuan Jiuzhou Electronic Co.Ltd(000801) ( Sichuan Jiuzhou Electronic Co.Ltd(000801) . SZ) to a wholly-owned subsidiary of Sichuan Jiuzhou Electronic Co.Ltd(000801) Investment Holding Group Co., Ltd. (hereinafter referred to as ” Harbin Jiuzhou Group Co.Ltd(300040) “). Red Star capital Bureau noted that after the reorganization, there were many related parties of the company, and the problems of related party transactions and inter-bank lending of related parties continued during the reporting periodP align = “center” Hushan electric appliance appears at 2019 Beijing International Radio, film and television Exhibition
multiple equity transfers and capital increases
attracted the attention of CSRC
According to the prospectus, Hushan electric had five equity changes before and after. The company, formerly known as Sichuan Hushan Electric Appliance Co., Ltd. (hereinafter referred to as “Hushan Co., Ltd”), was established in 2006 with a registered capital of 90 million yuan, all invested by Sichuan Jiuzhou Electronic Co.Ltd(000801) capital.
Sichuan Jiuzhou Electronic Co.Ltd(000801) formerly known as “Sichuan Hushan”, was listed on Shenzhen Stock Exchange in 1998. Due to poor follow-up operation, it was once “wearing stars and hats”.
At the end of 2006, Sichuan Jiuzhou Electronic Co.Ltd(000801) Electric Appliance Group Co., Ltd. (hereinafter referred to as “Jiuzhou electric appliance”), a wholly-owned subsidiary of Harbin Jiuzhou Group Co.Ltd(300040) replaced the 20% shares of Sichuan Jiuzhou Electronic Co.Ltd(000801) Electronic Technology Co., Ltd. held by Sichuan Jiuzhou Electronic Co.Ltd(000801) with 26.57% shares of Hushan Co., Ltd. held by Sichuan Jiuzhou Electronic Co.Ltd(000801) with cash to make up the difference; Meanwhile, Jiuzhou electric appliance acquired 24.43% of the equity of Hushan Co., Ltd. in cash.
Through replacement and cash acquisition, Jiuzhou electric appliance obtained 51% of the equity of Hushan Co., Ltd., that is, the equity of 45.9 million yuan, with a price of 460154 million yuan.
In May 2010, Sichuan Jiuzhou Electronic Co.Ltd(000801) and Jiuzhou electric appliance were reorganized again Sichuan Jiuzhou Electronic Co.Ltd(000801) will replace 49% of the equity of Hushan Co., Ltd. with 12.5% of the equity of Shenzhen Jiuzhou held by Harbin Jiuzhou Group Co.Ltd(300040) and make an equivalent replacement at the price of 496322 million yuan determined by both parties through negotiation. Meanwhile, Sichuan Jiuzhou Electronic Co.Ltd(000801) plans to issue 57958183 shares to Harbin Jiuzhou Group Co.Ltd(300040) at the price of 8.59 yuan / share, and purchase the remaining 81.35% equity of Shenzhen Jiuzhou and 69.66% shares of Sichuan Jiuzhou Electronic Co.Ltd(000801) Electronic Technology Co., Ltd., with a total transaction price of 548 million.
So far, Sichuan Jiuzhou Electronic Co.Ltd(000801) has become the capital platform of Harbin Jiuzhou Group Co.Ltd(300040) for integrating digital audio and video industry. At the end of 2010, Sichuan Jiuzhou Electronic Co.Ltd(000801) officially changed its name and “Sichuan Hushan” became history.
In 2017, Hushan Co., Ltd. increased its capital and implemented the shareholding of the team at the same time. Absorb two Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) funds, Dinghao industry, investor Liang Zheng and employee stock holding platform Shenghua enterprise, Shengwei enterprise, Shengxing enterprise, Shengbo enterprise and Shenghui enterprise as the new shareholders of Hushan Co., Ltd.
After Hushan Electric Co., Ltd. was changed into a joint-stock company, in 2020, Jiuzhou electric transferred 19% of its shares in Hushan electric to xingmian fund at a price of 2.84 yuan / share and a total transfer price of 970938 million yuan.
At present, Harbin Jiuzhou Group Co.Ltd(300040) directly holds 44.10% of the equity of Hushan electric appliance and controls 19% of the shares of the company through controlling xingmian fund, controlling 63.10% of the shares of the company in total, and is the controlling shareholder of the company. Mianyang SASAC holds 3 Yunding Technology Co.Ltd(000409) 0.00% equity and is the actual controller of the company. In addition, Harbin Jiuzhou Group Co.Ltd(300040) also holds 47.6% shares of Sichuan Jiuzhou Electronic Co.Ltd(000801) .
The frequent equity transfer attracted the attention of the CSRC and became the key question in the feedback CSRC requires the company to explain the pricing method and basis of each equity transfer, the reasons for the different transfer prices, whether they comply with the provisions of relevant laws and regulations and the articles of association, whether necessary procedures have been performed, and whether the equity transfer involves share payment
At the same time, the employee stock ownership platform has also been mentioned CSRC requires the company to explain the source and legitimacy of employee capital contribution, whether the issuer and its related parties provide loans, whether there is holding on behalf, etc
related party transactions are frequent
there are also problems such as inter-bank lending of related parties
After the reorganization, there are many related parties of Hushan electric appliance 20182020 and the first half of 2021 (reporting period), the company’s related party transactions and inter-bank lending of related parties continued to exist
According to the prospectus, during the reporting period, the amount of connected transactions involving Hushan electric as the seller was 3.4712 million yuan, 7.5603 million yuan, 5.1507 million yuan and 3.4844 million yuan respectively; The amounts of related party transactions involved as the purchaser are 5106900 yuan, 4296700 yuan, 8012400 yuan and 4745400 yuan respectively; The total amount is 8.5781 million yuan, 11.857 million yuan, 131631 million yuan and 8.2298 million yuan respectively.
Hushan electric explained that the reason for the related sales was that some companies of Harbin Jiuzhou Group Co.Ltd(300040) purchased products from the company for office and production needs; Sichuan Guangxin Technology Co., Ltd. and Chengdu xiangronghe Technology Co., Ltd., controlled by Pan Zirong, the younger brother of the chairman of the company, are the regional distributors of Hushan electric appliance in Chengdu. They purchase digital sound reinforcement system, digital broadcasting system and digital conference system from Hushan electric appliance for sale.
In addition, Hushan electric appliance also has problems such as fund lending, collection and payment on behalf of related parties, financial assistance and so on
At the beginning of 2018, the company’s cash management balance in Jiuzhou electric appliance was 939652 million yuan, and the loan amount in the same year was 136 million yuan. Hushan electric appliance said that on April 18, 2018, the company standardized the above-mentioned inter-bank lending, terminated the above-mentioned cash management business, and recovered all the inter-bank lending funds and corresponding interest.
Sichuan Jiuzhou Electronic Co.Ltd(000801) Digital Technology Co., Ltd. also borrowed from Hushan electric appliance due to capital week. At the beginning of 2018, the loan balance was 9 million yuan. In order to solve the problem of fund occupation by related parties, Sichuan Jiuzhou Electronic Co.Ltd(000801) Digital Technology Co., Ltd., Jiuzhou electric appliance and Hushan electric appliance signed a tripartite agreement on debt transfer, which agreed that Jiuzhou electric appliance would pay the principal and interest of fund occupation to Hushan electric appliance on behalf of Sichuan Jiuzhou Electronic Co.Ltd(000801) Digital Technology Co., Ltd.
On December 13, 2019, the company received 10.156 million yuan from Jiuzhou electric appliance, including 9 million yuan of principal and 1.156 million yuan of interest.
In response to the related party transactions, Hushan electric appliance said that the company’s regular related party transactions mainly include purchasing goods, receiving transportation services and other labor services from related parties, selling goods and providing labor services to related parties. The amount and proportion of related party transactions are relatively low, there is no obvious unfair situation, and has little impact on the company’s financial situation and operating results. Sporadic related party transactions mainly include leased assets and fund lending. These related party transactions are not obviously unfair and have no significant impact on the company’s financial status and operating results.
However, it is not difficult to see that there are certain hidden dangers in complex related party transactions and the appointment of relatives of senior executives of the company.
2021 performance or current fluctuation
tax preference accounts for a high proportion
Red Star capital Bureau noted that the performance of Hushan electric appliance increased steadily from 2018 to 2020, but the performance may fluctuate in 2021.
According to the prospectus data, during the reporting period, the operating revenue of Hushan electric appliance was 393 million yuan, 430 million yuan, 571 million yuan and 188 million yuan respectively; The net profit attributable to the parent company was 372465 million yuan, 458468 million yuan, 87.53 million yuan and 297191 million yuan respectively.
However, according to the unaudited financial data of Hushan electric, from January to September 2021, the company achieved a revenue of 332 million yuan, a year-on-year increase of 5.42%; The net profit attributable to the parent company was 497342 million yuan, a year-on-year decrease of 13.27%; The net profit deducted from non parent company was 445452 million yuan, a year-on-year decrease of 6.17%.
Hushan electric appliance expects its revenue to be 480500 million yuan in 2021, a year-on-year decrease of 12.36% – 15.87%; The net profit attributable to the parent company was 70-75 million yuan, a year-on-year increase of 12.73% – 18.55%; Net profit deducted from non parent company was 65-70 million yuan, a year-on-year decrease of 7.77% – 14.35%
During the reporting period, Hushan electric appliance enjoyed the high-tech enterprise income tax and paid the enterprise income tax at the reduced tax rate of 15%, which will last until 2022.
Enjoy preferential policies, such as the levy and refund policy for the part of software enterprise value-added tax exceeding 3%, the tax rate of high-tech enterprise income tax reduced by 15%, and the levy and refund policy for the part of software enterprise value-added tax exceeding 3%.
During the reporting period, Hushan electric appliance enjoyed the above corporate income tax and value-added tax preferences, with a total amount of 5.4696 million yuan, 6.0902 million yuan, 146752 million yuan and 8.8849 million yuan respectively, accounting for 12.97%, 11.53%, 14.57% and 25.48% of the total profits of the current period, and 14.71%, 13.03%, 16.77% and 29.90% of the net profits of the current period. Hushan electric frankly said that if the tax rate is adjusted after the expiration of the preferential period due to changes in national tax policies, it will have an adverse impact on the company’s annual profit level in the future.
The tax preference enjoyed by Hushan electric appliance has also attracted the attention of the CSRC in the feedback, the CSRC asked the company to disclose the impact of the above preferential tax policies on the net profit of the enterprise, whether Hushan electric appliance relies on the above preferential tax policies, and whether the above preferential tax policies are sustainable
Red Star capital Bureau will also continue to pay attention to whether the IPO of Hushan electric appliance can pass smoothly. (for more information about Hushan Electric’s IPO, please refer to the link: “Hushan Electric’s impact on deep main board: military business accounts for a high proportion, but it may face a” three-year ban ” ” )
