Recently, Vanjee Technology Co.Ltd(300552) ( Vanjee Technology Co.Ltd(300552) . SZ) threw out a 572 million yuan related merger and acquisition, which plans to turn the Wanji space of assets under the controlling shareholder zhaijun into the company's own property. In response to this transaction, Shenzhen Stock Exchange issued a letter of concern to Vanjee Technology Co.Ltd(300552) on the 13th.
The attention letter mentioned that the trading partner Beijing liteng Sunshine Technology Development Co., Ltd. (hereinafter referred to as liteng sunshine) was once listed as a restricted high consumption enterprise by Beijing Haidian District People's court, and the connected restricted consumption object was Zhai Jun. The reporter of "daily economic news" noted that this consumption restriction order originated from a dispute over a property service contract.
The attention letter also mentioned that Vanjee Technology Co.Ltd(300552) said that a major reason for the transaction was the growth of the total number of the company and the need to expand office space. At the end of 2021, the number of employees of Vanjee Technology Co.Ltd(300552) parent company decreased by 167 compared with the end of the previous year, and Wanji space has been the headquarters of the company since 2017. The Shenzhen Stock Exchange asked Vanjee Technology Co.Ltd(300552) to answer the necessity of the transaction.
actual controller has been restricted from high consumption due to contract disputes
According to the industrial and commercial query software, in 2019, Litang sunshine was listed as a restricted high consumption enterprise by Beijing Haidian District People's court, and the object of associated restricted consumption was Zhai Jun. The reporter of the daily economic news noted that the relevant consumption restriction order originated from a dispute over a property service contract.
This also starts from 2016. At that time, Litang sunshine was named Beijing Sunshine Baixiao Real Estate Development Co., Ltd. (hereinafter referred to as sunshine Baixiao company). Its sole shareholder was Sichuan trust company, and its asset Wanji space was called pioneer space at that time. In March 2017, the wholly-owned shareholder of sunshine Baixiao company was changed to Beijing litanghang Enterprise Management Co., Ltd. (hereinafter referred to as litanghang). On September 3, 2018, sunshine Baixiao company was renamed litangsunshine.
Behind the dispute, it is related to Vanjee Technology Co.Ltd(300552) some. The company said that at the beginning of Vanjee Technology Co.Ltd(300552) listing in 2016, in order to provide the company with stable office space, Zhai Jun used self raised funds to acquire the equity of Litang sunshine and Wanji space indirectly through the establishment of Litang bank, and the price of relevant equity was 532 million yuan. Since 2017, Wanji space has been the headquarters of Vanjee Technology Co.Ltd(300552) and the main office and R & D place of the company. The company pays rent to rent Wanji space every year.
According to the civil judgment of the second instance, during 2016, sunshine hundred school company signed the property service contract and supplementary agreement with Beijing Kangyuan Property Management Co., Ltd. (hereinafter referred to as Kangyuan property), which agreed that Kangyuan property would provide property services for the first space, and the service period was from January 1, 2016 to 2017, when sunshine hundred school company confirmed the new property service company.
In addition, on September 30, 2016, sunshine hundred school company also signed the management service agreement with Beijing Sunshine Real Estate Comprehensive Development Co., Ltd. (hereinafter referred to as sunshine comprehensive company), which agreed that sunshine hundred school company would hand over all daily operation and management affairs to sunshine comprehensive company.
On January 19, 2017, Sichuan trust company handed over the documents and equipment of sunshine Baixue company to Litang bank. On the same day, Kangyuan property no longer provided property services for the first space. Since then, Kangyuan property has repeatedly urged Litang sunshine to pay the property service fee, but Litang sunshine has not paid, so Kangyuan property took it to court in 2018.
The verdict of the first instance is that liteng sunshine paid the property management fee of 1.845 million yuan to Kangyuan property from October 1, 2016 to January 19, 2017, and returned 80000 yuan of safe operation deposit to it.
During the second instance, liteng sunshine questioned the validity of the above property service contract and supplementary agreement, and believed that Kangyuan property and sunshine comprehensive company had malicious collusion, which refused to pay part of the property service fee. Finally, the company's appeal was rejected by the court.
In 2019, Litang sunshine took sunshine comprehensive company to court again due to the entrustment contract dispute. According to the judgment of the first instance, Litang sunshine believes that during the entrusted management of Litang sunshine, the sunshine comprehensive company transferred and occupied 5.5 million yuan of the company's funds without the consent of Sichuan trust company. In this regard, Sichuan trust company believes that the statement of Litang sunshine is inconsistent with the facts. Meanwhile, at the time of equity transfer, Litang sunshine has clearly known the entrusted management matters.
After the failure of the lawsuit, Li Teng sunshine and Zhai Jun were issued a consumption restriction order by the court on September 4, 2019. On April 14, the reporter of "daily economic news" searched the Executees in the comprehensive query of China executive information disclosure network, and found no relevant results.
In the letter of concern, Shenzhen Stock Exchange Requested Vanjee Technology Co.Ltd(300552) to further explain and verify the specific situation of liteng bank, liteng sunshine and Zhai Jun involved in litigation, arbitration, equity freeze, being listed as the executee of restricting high consumption or dishonesty in recent three years, as well as whether there are risks affecting this equity delivery.
is it necessary to buy real estate
According to the acquisition announcement, Litang bank and Litang sunshine borrowed money from the bank by pledging the equity of Litang sunshine and mortgaging Wanji space respectively. At the same time, Litang bank and Litang sunshine both financed through the issuance of targeted financing plan and mortgaged Wanji space for counter guarantee. By the end of last year, the total balance of the above loans and financing of Litang sunshine was 242 million yuan, while according to the audit report of Litang sunshine last year, the ending balance of monetary funds of the company was 557000 yuan. So where did the rest of the money go?
In the letter of concern, Shenzhen Stock Exchange Requested Vanjee Technology Co.Ltd(300552) to verify the specific time, amount, interest and maturity date of the loan obtained by liteng bank and liteng sunshine with Wanji space as guarantee and pledge, whether there is any overdue situation, and whether the capital flow of the loan, pledge and financing obtained by the above guarantee, pledge and counter guarantee flows to Zhai Jun and his affiliates.
In the acquisition announcement, Vanjee Technology Co.Ltd(300552) said that liteng bank and the company agreed to pay off the above-mentioned loans guaranteed by liteng sunshine with Wanji space real estate mortgage and equity pledge within 20 working days after the equity transfer agreement came into force, so as to terminate the guaranteed relationship. Shenzhen stock exchange requires Vanjee Technology Co.Ltd(300552) to explain whether there is a risk that liteng bank cannot pay off on schedule, and if so, whether it constitutes Zhai Jun's occupation of funds of listed companies.
Meanwhile, there are also related party transactions between liteng sunshine and liteng bank.
According to the audit report of Litang sunshine last year, by the end of 2021, the balance of other receivables of Litang sunshine was 129 million yuan, all of which were current accounts with Litang bank, and the balance of long-term loans was 242 million yuan. Shenzhen stock exchange requires Vanjee Technology Co.Ltd(300552) to explain whether there are capital transactions between Litang bank and Zhai Jun, and whether the consolidation of Litang sunshine's long-term borrowings after the completion of this transaction may lead to the increase of the company's asset liability ratio and the decrease of current and quick ratio.
It is worth mentioning that Vanjee Technology Co.Ltd(300552) said that one reason for this transaction is that the company plans to continue to expand its personnel team, and it is expected that the demand for office space will further increase. Wanji space has been the location of the company's headquarters since 2017. According to the annual report, Vanjee Technology Co.Ltd(300552) 2021 the number of active employees of the parent company was 955, a decrease of 167 compared with 2020. In this regard, the Shenzhen Stock Exchange asked Vanjee Technology Co.Ltd(300552) to explain the necessity that the company still needs to buy Wanji space in 2021 when the number of employees of the parent company declines significantly compared with the same period of the previous year.
In order to further understand the details, on April 14, the reporter of "daily economic news" called Vanjee Technology Co.Ltd(300552) secretary office, but no one answered. Since then, the reporter has sent an interview outline to Vanjee Technology Co.Ltd(300552) e-mail, but no reply has been received as of press time.
