The second purchase of the same asset subject matter under actual control is suspected of hollowing out the assets of Zebao, a subsidiary of cross-border e-commerce.
Recently, Guangdong Saca Precision Manufacturing Co.Ltd(300464) released a forecast loss of 1.24-1.42 billion yuan in 2021. The change in performance was mainly due to the impact of the “Amazon title” incident on the cross-border e-commerce subsidiary Zebao, which impacted the company’s performance in the second half of 2021. The company’s consumer electronics sector is expected to achieve an operating revenue of about 2.6 billion yuan in 2021, a year-on-year decrease of 46%.
The reporter read the announcement materials and learned that Guangdong Saca Precision Manufacturing Co.Ltd(300464) had the clue of abnormal fundamentals of the company long before the cross-border e-commerce business encountered the Amazon Title issue. The founding team of Zebao resigned from their posts and reduced their shares one after another under the condition of exceeding the performance of the gambling industry, and the litigation dispute with Guangdong Saca Precision Manufacturing Co.Ltd(300464) actual controller Cai Gengxi was also in court.
The former financial staff of Xinghui disclosed to the 21st Century Business Herald reporter that Guangdong Saca Precision Manufacturing Co.Ltd(300464) about the acquisition of a company called cells with cash of 35.66 million yuan disclosed in the 2021 semi annual report, in fact, it has been an enterprise actually controlled by Zebao as early as 2019 Guangdong Saca Precision Manufacturing Co.Ltd(300464) Dong Jinlian told reporters that the actual control of cells was not true.
Second acquisition of the same subject matterh4>
Although since the first half of 2021, the cross-border e-commerce sales business of Zebao has stagnated due to suspected violation of the operating rules of Amazon platform, the parent company Guangdong Saca Precision Manufacturing Co.Ltd(300464) continues to increase its weight to develop Amazon business. According to the disclosure of the 2021 semi annual report, Guangdong Saca Precision Manufacturing Co.Ltd(300464) on May 31, 2021, it acquired an American company called cells with cash of US $5.6 million (equivalent to about 35.66 million yuan).
However, according to the former senior management of the company and the insider of the transaction, as early as 2019, Zebao has purchased and actually controlled cells. The reason for the acquisition of cells is mainly to pay attention to the personal relationship between Dong Baichen, founder of cells, and Amazon. As a supplier of Amazon’s official self-supporting business, cells can help Zebao develop new cross-border e-commerce business.
The announcement did not specify more details about the acquisition of cells. The above-mentioned former star emblem financial staff disclosed that Guangdong Saca Precision Manufacturing Co.Ltd(300464) purchased cells from a Hong Kong company called enterwin tech international Moreover, Cai Gengxi, the actual controller of Guangdong Saca Precision Manufacturing Co.Ltd(300464) and LV Yali, the chief financial officer, both know that Zebao actually acquired and controlled the transaction of cells in 2019.
When the reporter called Cai Gengxi to understand the details of the above acquisition transaction, Cai Gengxi responded that it was inconvenient to be interviewed and suggested to contact the Secretary directly.
Guangdong Saca Precision Manufacturing Co.Ltd(300464) Dong Jinlian told reporters that the actual control of cells is not true
“there is no actual control (cells). If there is actual control, why buy again? This is the basic logic. If there is actual control, we have to consolidate the statements in accordance with the accounting standards. Normally, a company’s acquisition and merger needs to be reviewed by the board of directors. However, there is no approval record (before the acquisition of cells), which is the operation of the original person, and we do not know it.” Lu Jinlian told reporters
According to the share exchange agreement reached between Zebao and Dong Baichen on the transactions of cells in 2019, at that time, cells was an American enterprise wholly owned and actually controlled by Dong Baichen. Zebao obtained all relevant rights and interests of cells from Dong Baichen at the price of 13 million yuan, and Dong Baichen obtained Guangdong Saca Precision Manufacturing Co.Ltd(300464) specific shares of the parent company accordingly. It is agreed that the replacement transaction will not make industrial and commercial changes to cells for the time being, but it has been actually controlled by Zebao.
After cells was acquired by Zebao in 2019, Dong Baichen continued to manage cells as vice president of Zebao company.
Guangdong Saca Precision Manufacturing Co.Ltd(300464) director Sun Caijin, founder of Zebao, confirmed to the reporter the evidence of actual control over the companies: “first, the shares promised to Dong Baichen have been cashed and transferred to his name. Dong Baichen also joined the company, and I appointed him to manage the companies; second, the finance and work of the companies are actually controlled by Zebao.”
However, under the actual fact that it has been sold to Zebao, cells was purchased by the Hong Kong company of enterwin tech international. At this time, all relevant interests of cells have been owned by Zebao, so the transferred cells have no actual value.
According to the public industrial and commercial information, enterwin is a company owned by Jiang Yongzhong, and Jiang Zhijia, a family member of Jiang Yongzhong, is one of the shareholders of Guangdong Saca Precision Manufacturing Co.Ltd(300464) raising shares in 2019, holding 7.5282 million shares, accounting for 2.13% of the shares of the listed company. In addition, in the fourth quarter of 2020, Jiang Zhifeng, another son of Jiang Yongzhong, held Guangdong Saca Precision Manufacturing Co.Ltd(300464) 4 million shares, accounting for 1.38% of the total shares.
According to the semi annual report of Guangdong Saca Precision Manufacturing Co.Ltd(300464) 2021, the book receivables of cells when acquired by the listed company were 25.32 million yuan. A number of employees of Zebao confirmed to reporters that these accounts receivable are all the accounts receivable from Amazon on behalf of Zebao. Since the substantial acquisition by Zebao, cells has no actual business and exists only as a collection and payment shell company between Zebao and Amazon.
Therefore, the listed company Guangdong Saca Precision Manufacturing Co.Ltd(300464) again spent 35.66 million yuan to buy cells from the enterprise entwin indirectly related to the shareholders. According to the former senior management of Zebao company, Guangdong Saca Precision Manufacturing Co.Ltd(300464) bought cells with the capital of 5.6 million US dollars in the account of Zebao Hong Kong company. The second purchase of the same asset subject matter under actual control is suspected of hollowing out Zebao assets.
The founding team of Zebao left, and senior executives complained about disputes H4 / H4
Another focus of the company’s fundamentals is the change of management personnel.
The reporter noted that in September 2020, Guangdong Saca Precision Manufacturing Co.Ltd(300464) issued a personnel change announcement, which showed that sun Caijin and Zhu Jiajia, the founders of Zebao, resigned as directors of the company and did not hold any position in the company after their resignation. The industrial and commercial information of the person in charge of Zebao was also changed from sun Caijin to CAI Gengxi in August of the same year. In addition, sun Caijin has been reducing the shares of listed companies since 2021. At present, public information shows that the shareholding ratio has been reduced to 6.51%.
Sun Caijin told reporters: “the main thing is that they want to take over Zebao. The other party asked me to leave.”
In fact, the founding team left at a time when the cross-border e-commerce market was hot and Zebao’s performance was rising.
Zebao is a star enterprise in the field of export cross-border e-commerce. Founded by sun Caijin in 2007, it is mainly engaged in the design, R & D and sales of consumer electronic products. It has its own brands such as ravpower and taotronics, which are mainly sold through overseas e-commerce platforms such as Amazon. It was acquired by the listed company Guangdong Saca Precision Manufacturing Co.Ltd(300464) at the end of 2018. At that time, Guangdong Saca Precision Manufacturing Co.Ltd(300464) the main business of hardware manufacturing was under pressure, and the annual net profit decreased sharply. After the acquisition of Zebao to form a dual main business driven operation mode of “precision manufacturing + brand operation”, the profitability of the listed company continued to improve.
According to the performance gambling agreement signed by Guangdong Saca Precision Manufacturing Co.Ltd(300464) and all shareholders of Zebao in 2018, Zebao promises that the net profit from 2018 to 2020 will not be less than 108 million yuan, 145 million yuan and 190 million yuan respectively. In the end, Zebao exceeded the performance in three years, with a net profit of 247 million yuan in 2020, which was 57 million yuan higher than the promised number, and achieved 130% of the promised net profit in that year.
However, when the performance bet was over fulfilled, the founding team of Zebao left. People familiar with the matter told reporters that Zebao had actually completed the performance gambling of that year ahead of schedule in the middle of 2020. According to the commitment, the original shareholders of Zebao could obtain excess performance rewards at the end of that year, but sun Caijin, the then chairman, took the initiative to leave Zebao, which he founded without waiting for the end of the year. Several other early senior executives of Zebao also left later, and the core team familiar with cross-border e-commerce business was basically out. Two Ze Baoyuan executives confirmed to reporters that the excess performance awards have not been fulfilled so far.
According to an arbitration application submitted by sun Caijin to the Shenzhen International Arbitration Court obtained by the reporter, in August 2020, sun Caijin and CAI Gengxi signed a handover agreement to discuss the handling of share pledge and performance gambling arrangement after leaving Zebao. It was agreed that CAI Gengxi would remove the share pledge guarantee provided by sun Caijin for Guangdong Saca Precision Manufacturing Co.Ltd(300464) as soon as possible after the handover. After the signing of the handover agreement, the above matters have not been implemented so far. Sun Caijin has applied to the Shenzhen International Arbitration Court for an award. Cai Gengxi repaid 159 million yuan of bank loan principal, unpaid interest payable and compensation on behalf of Guangdong Saca Precision Manufacturing Co.Ltd(300464) to release the pledge guarantee of 15 million shares held by Guangdong Saca Precision Manufacturing Co.Ltd(300464) .
This is just a corner of many litigation disputes between the founder of Zebao and CAI Gengxi, the actual controller of Guangdong Saca Precision Manufacturing Co.Ltd(300464) listed company.
According to the announcement on the company’s lawsuit newly disclosed by Guangdong Saca Precision Manufacturing Co.Ltd(300464) on January 26, 2022, the listed company plans to perform the obligation of compensation to the gambling party for the restructuring performance of Zebao’s previous relevant overseas taxes and fines. The cause of this lawsuit is that it is found that Zebao’s cross-border e-commerce business failed to declare VAT tax in full from January 2015 to August 2019, including before Zebao was Guangdong Saca Precision Manufacturing Co.Ltd(300464) acquired. The French tax department has issued a tax payment notice to Zebao Hong Kong Branch, with a total amount of 4.95 million euros.
