Reply to the letter of concern of Shenzhen Stock Exchange
All members of the board of directors of the company guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Yinyi Co.Ltd(000981) (hereinafter referred to as "the company" or "Yinyi shares") received the letter of concern on Yinyi Co.Ltd(000981) from the second Department of management of listed companies of Shenzhen Stock Exchange on March 23, 2022 (company department's attention letter [2022] No. 180, hereinafter referred to as "attention letter"). The company has carefully checked the matters involved in the letter of concern, and now announces the relevant replies as follows:
Item 1: according to the appraisal report on the value of all shareholders' equity of xiaolinggou Travel Technology Co., Ltd. on December 31, 2021 (hereinafter referred to as the "appraisal report") issued by Zhongshui Zhiyuan Assets Appraisal Co., Ltd. and the audit report on xiaolinggou Travel Technology Co., Ltd. (merger) (hereinafter referred to as the "audit report") issued by Zhejiang Tianping Certified Public Accountants (special general partnership), The valuation of xiaolinggou travel is 5.844 billion yuan. In 2020 and 2021, the net assets of xiaolinggou travel are - 167 million yuan and - 315 million yuan, the operating income is 368 million yuan and 319 million yuan, the net profit is - 119 million yuan and - 150 million yuan, and the net cash flow from operating activities is 385 million yuan and 59 million yuan.
(I) the above main financial data of xiaolinggou travel show a downward trend, and the net assets and net profit are negative. Please explain the fairness of its valuation of 5.844 billion yuan in combination with xiaolinggou travel operation and the development of its industry.
(II) supplementary disclosure of the actual business data of xiaolinggou travel in 2020 and 2021 with reference to the valuation parameters, and quantitative analysis to explain the basis and rationality of the relevant assumptions in the evaluation report, whether they comply with the business logic, and whether they fully consider the current business and financial situation of xiaolinggou travel.
(III) supplementary disclosure of the specific calculation process of xiaolinggou travel valuation, including but not limited to the source of various parameters in the calculation formula, its calculation process and final calculation results.
(IV) in combination with the valuation of this transaction and the current overall operation of xiaolinggou travel, explain whether there are major risks in this transaction, the reasons and rationality for not setting performance commitments or relevant arrangements, and whether there are situations that damage the interests of the listed company.
(V) the appraisal institution gives clear opinions
reply:
Recently, Ningbo Zhizhi Enterprise Management Co., Ltd., a wholly-owned subsidiary of the company, received a letter from xiaolinggou travel, which mentioned that according to Article 26 of the articles of association of xiaolinggou travel, "for the equity transferred with the consent of shareholders, other shareholders have the preemptive right under the same conditions", at present, other shareholders of xiaolinggou travel have raised objections to this equity transfer. Accordingly, after careful study, the company decided to terminate the acquisition. If the subsequent company is still willing to continue to promote the transaction, the company will re demonstrate the relevant matters and timely perform the corresponding review procedures and information disclosure obligations in strict accordance with the relevant provisions. For details, please refer to the announcement on the progress of terminating the acquisition of assets and related party transactions (Announcement No.: 2022025) disclosed on the same day as this reply.
Item 2: according to the audit report of xiaolinggou travel, the net assets of xiaolinggou travel in 2020 and 2021 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. 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 the total assets respectively.
(I) explain the reasons why the net assets of xiaolinggou travel continue to be negative and its impact on the production and operation of the company, whether there is uncertainty about the sustainable operation ability of xiaolinggou travel, and whether there are situations of overdue debts, litigation, bank accounts and other assets frozen in xiaolinggou travel. If so, please explain in detail. (II) the net profit of xiaolinggou travel in 2020 and 2021 was negative and continued to decline. At the same time, the operating income and net cash flow from operating activities showed a downward trend.
(III) explain the specific contents of other payables of xiaolinggou, whether it is industry practice that the amount is large, and the reason why other payables account for a high proportion of total assets and continue to grow.
(IV) the accountant shall check and give clear opinions.
reply:
See the reply to Item 1 for details.
Item 3: please clarify whether the top six shareholders of xiaolinggou travel disclosed in the announcement on asset acquisition and related party transactions have relations with the directors, supervisors, senior managers 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. Ask a lawyer to check and express clear opinions.
reply:
See the reply to Item 1 for details.
Item 4: the announcement on foreign investment and related party transactions in cooperation with professional institutions shows that in August 2021, Ningbo industrial city controlled by Ye Ji, the actual controller of your company, transferred 99% of the property share of zihehuixin held by it to Ningbo Zhongheng at the price of 0 yuan. Up to now, Ningbo Zhongheng has paid 301 million yuan to zihehuixin.
reply:
1、 Explain the business logic of the above transaction arrangement. It is reasonable for Ningbo Zhongheng to transfer the above corresponding shares after the paid in capital contribution of 301 million yuan.
As early as the beginning of 2020, Mr. Ye Ji, the actual controller of our company, began to lay out the semiconductor industry. For details, see Jiaxing Economic and Technological Development Zone (International Business District) released on April 7, 2020 http://www.jiaxing.gov.cn. The relevant report entitled "Jiaxing Industrial City Semiconductor Industrial Park project signed and settled in our district" on.
According to the above planning arrangement, in August 2020, Ningbo Chancheng Ecological Construction Group Co., Ltd. (hereinafter referred to as "Ningbo Chancheng") and SMIC Zihe venture capital (Jiaxing) Co., Ltd. (renamed "SMIC Zihe private equity fund management (Zhejiang) Co., Ltd.) controlled by Mr. Ye Ji, Hereinafter referred to as "Zhongxin Zihe") jointly established Jiaxing Zihe Huixin equity investment partnership (limited partnership) (hereinafter referred to as "Zihe Huixin"), with a total subscribed capital of 1005 million yuan. Since then, the total subscribed capital contribution of Zihe Huixin has been reduced from 1005 million yuan to 40 million yuan, including 4 million yuan subscribed by Zihe of Zhongxin and 396 million yuan subscribed by Ningbo Industrial City (0 yuan paid in).
In October 2020, Jiaxing zihejinxin equity investment partnership (limited partnership) (hereinafter referred to as "zihejinxin") controlled by Mr. Ye Ji officially became the reorganization investor of the company, with a total investment quotation of 3.2 billion yuan.
Since then, Mr. Ye Ji has focused on participating in matters related to the company's reorganization.
In January 2021, Zhejiang Hexin integrated circuit Co., Ltd. (hereinafter referred to as "Zhejiang Hexin"), the main investment project of zihexin, was established with a registered capital of 990 million yuan, of which zihexin subscribed 266 million yuan and held 268687% of its equity. Zhejiang Hexin is initiated and established by a senior professional team in China's integrated circuit packaging and testing industry. The project is strongly supported by local government funds, industry and strategic investment, and is committed to becoming a leading integrated circuit advanced packaging and testing service provider in China.
In August 2021, due to the twists and turns in the reorganization process of the company, in order to avoid affecting the normal development of Zhejiang Hexin, Ningbo industrial city signed the property share transfer agreement with Ningbo Zhongheng, and Ningbo Industrial City transferred 99% of the property share of zihexin held by it to Ningbo Zhongheng at the price of 0 yuan. Because Ningbo industrial city has not paid in the capital contribution, it is transferred at the price of 0 yuan. At the same time, because Ningbo industrial city is very optimistic about the development prospects of semiconductor and new energy vehicle industries, has a deep understanding and understanding of the development and integration of these two industries in the future, and has formulated a long-term strategic plan on how to develop and coordinate the two industries, both parties also agreed that Ningbo industrial city or its designated relevant parties have the right to repurchase these shares of Zihe Huixin.
In December 2021, the company completed the election of the new board of directors, and Mr. Ye Ji was officially elected as the chairman of the company. The company's new energy development strategy was further clarified. As an important strategic platform of Ningbo industrial city and the leading shareholder of Ningbo Kangqiang Electronics Co.Ltd(002119) (stock abbreviation: Ningbo Kangqiang Electronics Co.Ltd(002119) , stock code: Ningbo Kangqiang Electronics Co.Ltd(002119) ) in the subdivided industry of semiconductor packaging materials, Ningbo prisseth Electronics Co., Ltd., a wholly-owned subsidiary of the company, Zhejiang Hexin can help Ningbo Kangqiang Electronics Co.Ltd(002119) obtain better and faster development opportunities both in technology and market, Moreover, it also has a significant synergistic effect on the strategic layout of the company's new energy vehicle direction. Therefore, the company's repurchase of the above shares of Zihe Huixin is the best choice based on the overall strategic layout in the future. However, considering that the scheme of converting capital reserve into share capital in the company's reorganization plan was not completed at that time, the reorganization investor zihejinxin had not yet become the controlling shareholder of the company, and the conditions for convening the board of directors and general meeting of shareholders were not mature, in order to ensure the fairness of the company's voting procedures, the repurchase was carried out after the scheme of converting capital reserve into share capital in the company's reorganization plan was implemented.
In January 2022, because zihehuixin needs to make capital contribution to Zhejiang Hexin in January 2022 according to the investment agreement and other agreements, Ningbo Zhongheng, the limited partner of zihehuixin, made a paid in capital contribution of 301 million yuan in January 2022, and then zihehuixin made a paid in capital contribution to Zhejiang Hexin.
On February 25, 2022, after the company completed the plan of converting the capital reserve into share capital in the reorganization plan, the company began to purchase the shares of Zihe Huixin. On March 11, 2022, the company held the second interim meeting of the eighth board of directors to consider the acquisition of zihehuixin shares. This transaction can be implemented only after the related directors withdraw from voting and will be submitted to the general meeting of shareholders (zihejinxin withdraw from voting) for deliberation and approval. The pricing of this transaction is based on the net assets of the audit report issued by an accounting firm qualified for securities and futures, The transaction price is fair.
In conclusion, the company believes that this transaction is in line with business logic and the transaction process is reasonable and fair.
2、 Explain the necessity of purchasing 99% of the property share of Zihe Huixin in combination with the current main business operation and financial status of your company.
(I) current main business operation and financial status of the company
1. Current main business operation of the company
At present, the company's main businesses include high-end manufacturing industry and real estate industry. The high-end manufacturing industry is mainly the R & D, production and sales of auto parts. Among them, its Belgian bonge company is committed to the R & D and production of hybrid and pure electric powertrain systems, and ranks among the top in the world in R & D and technology in related fields, Bunch and strantis group, one of the top four car companies in the world, successively established two joint ventures in 2019 and 2020 to develop and produce hybrid powertrain systems for new energy vehicles; Arc company of the United States is the second largest independent gas generator manufacturer in the world. It is mainly engaged in the development, production and sales of automobile airbag gas generator. At the same time, the company has been deeply engaged in real estate for more than 20 years. The real estate business involves real estate development, sales agency, property management, star hotels, etc. as a professional real estate development enterprise, the company has national first-class real estate development qualification, with Ningbo as the headquarters and cross regional development.
In addition, the company actively makes equity investments in new energy and semiconductors. In addition to Ningbo prisseth Electronics Co., Ltd., a wholly-owned subsidiary of the company, which is the largest shareholder of Ningbo Kangqiang Electronics Co.Ltd(002119) (stock code Ningbo Kangqiang Electronics Co.Ltd(002119) ), the company has invested in rongbai lithium battery (Stock Code: Ningbo Ronbay New Energy Technology Co.Ltd(688005) ) through Shanghai Jinpu Lingang intelligent technology equity investment fund partnership (limited partnership) Enterprises listed and to be listed in new energy fields such as Guofu hydrogen energy, and enterprises listed and to be listed in semiconductor materials and chips fields such as Montage Technology Co.Ltd(688008) (Stock Code: Montage Technology Co.Ltd(688008) ), shengmei semiconductor (Stock Code: Tianjin Hi-Tech Development Co.Ltd(600082) ), YongSi Electronics (Kechuang board has passed the meeting), stevi (Kechuang board has passed the meeting), canxin semiconductor, Xinhua semiconductors, Zhanxin electronics, Tianyi Hexin, etc. 2. Current financial situation of the company
As of the date of this reply, the restructuring investment paid by the company's manager to the creditors and the company has accumulated 2.606 billion yuan, of which the company has paid off 122 million yuan of ordinary creditor's rights under 1.2 million yuan and 119 million yuan of principal and interest guaranteed by property according to the restructuring plan. The remaining investment funds are disbursed according to the daily production and operation activities of the company. In addition, the company actively promotes the revitalization of stock assets. At present, the cash flow of the company is relatively abundant.
At the same time, according to the reorganization plan, the company has completed the debt repayment with shares of some ordinary creditor's rights, and the corresponding debt repayment amount is RMB 2.056 billion. Subsequently, the company will continue to communicate with relevant creditors to implement the remaining debt repayment with shares. After the remaining debt to equity swap is completed, the company's asset liability structure will be further optimized.
(II) explain the necessity of purchasing 99% of the property share of Zihe Huixin.
1. The development prospect of semiconductor industry is huge
Semiconductors are widely used in various fields such as new energy vehicles, intelligent manufacturing, consumer electronics and communication interconnection. Although affected by the epidemic and "lack of core", the global semiconductor industry generally maintained a trend of rapid development in 2021. The "new infrastructure" represented by new energy, electric vehicles, 5g network, high-speed rail and industrial Internet of things led to the rapid growth of the semiconductor industry, with huge space for industry development. At the same time, with the increasing penetration of new energy vehicles and intelligent vehicles, most semiconductor manufacturers have made efforts in the automotive field. The global sales of automotive semiconductors continue to grow, and the automotive semiconductor industry will usher in a golden period of development.
2. Zhejiang Hexin is a semiconductor technology innovation company established by a senior professional team in the industry and mainly participated by local government funds
Zhejiang Hexin is a semiconductor technology innovation company initiated by a senior professional team in China's integrated circuit packaging and testing industry and mainly participated by local government funds. It is committed to becoming a leading integrated circuit advanced packaging and testing service provider in China. The company's main business development direction in the future is analog chip, power management chip, digital and logic chip
