On April 20, Shanghai Kehua Bio-Engineering Co.Ltd(002022) ( Shanghai Kehua Bio-Engineering Co.Ltd(002022) . SZ) released the annual performance express of 2021. During the reporting period, the company achieved an operating income of about 4.469 billion yuan, an increase of 7.55% year-on-year; The net profit attributable to shareholders of the listed company increased by about 76.7% year-on-year; The basic earnings per share is 1.4026 yuanp align="center" style="text-align:center;"> Source: screenshot of announcement
At the same time, Shanghai Kehua Bio-Engineering Co.Ltd(002022) also suggested in the announcement that in view of the refusal of its holding subsidiaries Xi'an Tianlong Technology Co., Ltd. and Suzhou Tianlong Biotechnology Co., Ltd. (hereinafter collectively referred to as "Tianlong company") to cooperate with the audit of the 2021 annual report of listed companies, the company's shares may be subject to delisting risk warning.
ten billion arbitration case is still pending
The holding subsidiary refused to cooperate with the annual report audit of listed companies. The cause of this incident can also be traced back to an arbitration case involving 10 billion funds.
In 2018, Shanghai Kehua Bio-Engineering Co.Ltd(002022) spent 554 million yuan to acquire 62% equity of Xi'an Tianlong and Suzhou Tianlong respectively, and it is agreed that Shanghai Kehua Bio-Engineering Co.Ltd(002022) will complete the acquisition of the remaining 38% equity of Tianlong in 2021. At that time, the overall valuation of Tianlong company will be RMB 900 million or 25 times of non net profit deducted in 2020, whichever is higher.
According to the original terms of the acquisition of Tianlong, the remaining 1.9 billion yuan of the company's equity will be spent in the process of Tianlong's acquisition of the company in 2020, but the remaining 1.9 billion yuan of the company's equity will be spent in the process of Tianlong's acquisition.
According to Shanghai Kehua Bio-Engineering Co.Ltd(002022) opinion, Tianlong's core products are anti epidemic necessities for covid-19 nucleic acid detection, and the performance outbreak is unpredictable. It is unfair for listed companies to continue to perform the agreement. Therefore, when it was difficult to reach an agreement with the listed company, the minority shareholders of Tianlong immediately filed an arbitration and claimed 10 billion from the listed company. Since then, the "10 billion arbitration case" has lasted nearly nine months and is still pending.
In the latest announcement released on April 20, Shanghai Kehua Bio-Engineering Co.Ltd(002022) did not disclose more information about the 10 billion arbitration case. It only said that as of the disclosure date of this announcement, the Shanghai International Economic and Trade Arbitration Commission had formed an arbitration tribunal to hear the arbitration case, but had not yet made an awardp align="center" style="text-align:center;"> Source: screenshot of announcement
contacted many times on the audit of the annual report, but no agreement was reached
According to Shanghai Kehua Bio-Engineering Co.Ltd(002022) opinion, the listed company legally holds 62% equity of Tianlong company and is the controlling shareholder of Tianlong company. Tianlong company's acceptance of the audit by the audit institution entrusted by Shanghai Kehua Bio-Engineering Co.Ltd(002022) is not only its responsibility as the holding subsidiary of the listed company, but also its obligation stipulated in the articles of association. The management and relevant responsible persons of Tianlong company shall not obstruct the normal audit work of listed companies on the basis of disputes between shareholders of Tianlong company.
However, according to Tianlong company, the 62% equity of Tianlong company held by Shanghai Kehua Bio-Engineering Co.Ltd(002022) has been frozen, and the people's Court of Weiyang District of Xi'an has ruled to prohibit Shanghai Kehua Bio-Engineering Co.Ltd(002022) from exercising all shareholders' rights of the 62% equity of Xi'an Tianlong company, and there is a risk of leakage of trade secrets when opening financial information to Shanghai Kehua Bio-Engineering Co.Ltd(002022) . In this regard, Shanghai Kehua Bio-Engineering Co.Ltd(002022) once responded that the so-called "reasons" of Tianlong are completely lack of factual and legal basis, and expressed the strongest indignation and condemnation.
In this announcement, Shanghai Kehua Bio-Engineering Co.Ltd(002022) also listed in detail the many contacts with Tianlong company since the annual report audit, including: Lixin certified public accountants sent the 2021 annual report audit communication letter to Tianlong company; Lixin certified public accountants, CFO and audit manager of the company went to Xi'an Tianlong to have face-to-face communication with Li Ming, general manager of Tianlong company; Communication between the accountant of Lixin certified public accountants and Tao min, chief financial officer of Tianlong company, etc.
On April 8, Shanghai Kehua Bio-Engineering Co.Ltd(002022) the audit committee of the board of directors discussed and decided to send a letter to the management of Tianlong company to urge them to fulfill their obligations and cooperate with the audit; On April 12, 2022, the president of the company again urged the management and relevant responsible persons of Tianlong company to cooperate with the audit, and clarified again that if they still refuse to cooperate with the annual report audit, they will bear the corresponding legal consequences.
Although Shanghai Kehua Bio-Engineering Co.Ltd(002022) has contacted Tianlong for many times on the audit of the annual report, no agreement has been reached Shanghai Kehua Bio-Engineering Co.Ltd(002022) also stated in the announcement that the management of Tianlong company, the holding subsidiary of the company, violated the company's management rules and regulations on the holding subsidiary and the articles of association of Tianlong company, refused to implement the resolutions made by the board of directors of Tianlong company, refused to cooperate with Lixin Certified Public Accountants hired by the company to carry out the audit work in 2021, and refused to provide important information such as the financial books of Tianlong company in 2021, As a result, the 2021 financial report of the company may be issued with "unable to express an opinion" audit report by Lixin certified public accountants.
According to item (3) of article 9.3.1 of the Listing Rules of Shenzhen Stock Exchange (revised in 2022), after the disclosure of the annual report in 2021, Shanghai Kehua Bio-Engineering Co.Ltd(002022) shares may be subject to delisting risk warning.
