Assets will be sold just one year after acquisition? Their own directors do not agree, and the supervision also requires the company to make it clear.
On the evening of April 20, the Shenzhen stock exchange sent a letter of concern to Ningbo Cixing Co.Ltd(300307) asking Ningbo Cixing Co.Ltd(300307) to explain the reasons for the acquisition of the equity and relevant creditor's rights of northern Guangwei Technology Co., Ltd. (hereinafter referred to as "northern Guangwei") in early 2021, as well as whether the acquisition had been reasonably demonstrated and carefully planned at that time; Explain the reason and rationality of selling the equity of northern Guangwei after the acquisition in a short time, the reason and rationality of transferring to the controlling shareholder, and whether there is a related relationship or other interest arrangement between the controlling shareholder and the counterparty at the time of acquisition in 2021.
what's going on
On the evening of April 19, Ningbo Cixing Co.Ltd(300307) announced that it planned to transfer 35% equity and corresponding creditor's rights of northern Guangwei with RMB 148 million, and the controlling shareholder of the company Ningbo Juren smart technology (Group) Co., Ltd. (hereinafter referred to as "Juren smart") was the transferee.
North Guangwei is a professional manufacturer of infrared detectors. According to the retrospective announcement, in February last year, Ningbo Cixing Co.Ltd(300307) disclosed that the company acquired 35% equity of northern Guangwei held by Kunming Institute of physics and Northern Night Vision Technology Research Institute Group, with a transfer price of 140 million yuan.
At that time, Ningbo Cixing Co.Ltd(300307) said that NORINCO was one of the enterprises with China's core infrared technology. The company entered the infrared night vision imaging industry through the acquisition of NORINCO's equity, which was conducive to the company to expand new fields and bring new performance growth points.
According to the assessment, as of June 30, 2020, the assessed value of the total equity of northern Guangwei shareholders was 420 million yuan, an increase of 172 million yuan or 68.9% compared with the book value of its net assets of 249 million yuan.
At that time, the company gave sufficient reasons for value-added: North Guangwei Technology Co., Ltd. is a high-tech and asset light enterprise, which requires less equipment in the production process, all the required plants are leased, and the net assets of the enterprise are low. Its profitability mainly depends on the company's marketing ability, human resources, R & D ability, etc., which cannot be fully reflected in the balance sheet; The infrared thermal imager industry where the company is located will show a high-speed development trend in the future, and the enterprise has made a large amount of R & D investment in the early stage. In the future, it is in a large-scale stage, and the enterprise has strong growth potential.
However, the actual operation of northern Guangwei is obviously not as good as expected. In the first year after the completion of the investment, the northern Guangwei group suffered losses.
According to the previously disclosed data, in 2019 and 2020, northern Guangwei realized an operating revenue of 61.64 million yuan and 103 million yuan respectively, and a net profit of -8.6728 million yuan and 22.124 million yuan.
However, the latest financial data show that in 2021, northern Guangwei realized an operating revenue of 564289 million yuan, a year-on-year decrease of about 45%, and the net profit turned from profit to loss to 134027 million yuan.
Or therefore, just one year later, Ningbo Cixing Co.Ltd(300307) will sell this asset on the ground of focusing on its main business.
Ningbo Cixing Co.Ltd(300307) said in the announcement that during the planning period of issuing shares to specific objects, Guangwei Holdings (Zhuhai Hengqin) Co., Ltd. recommended to acquire 35% equity of northern Guangwei and undertake corresponding creditor's rights during the planning period, but did not participate in the operation and management of the company. In view of the fact that the company has terminated the issue of shares to specific objects in December 2021 and there are certain difficulties in the management of the target company, in order to protect the interests of minority shareholders and better focus on the main business, the company plans to transfer 35% equity and corresponding creditor's rights of Northern Guangwei.
It is worth mentioning that in this transaction, North Guangwei did not cooperate with the evaluation institution appointed by the listed company to evaluate, Ningbo Cixing Co.Ltd(300307) followed the evaluation report issued during the previous purchase.
Cao Li and Yan Haoyang, the directors of the listed company, clearly opposed the move, saying that the company "made too hasty investment decisions".
The transferee of this transaction, yurenzhizhi, is the controlling shareholder of Ningbo Cixing Co.Ltd(300307) , that is, this transaction constitutes a connected transaction, which has also become the main reason for the opposition of the directors of the company. The above two directors believe that the sale of shares of northern Guangwei directly follows the appraisal price determined in the asset appraisal report on April 16, 2021, without the latest appraisal and open market inquiry and price comparison, and directly designated the related party Juren wisdom as the transferee.
In this regard, the Shenzhen Stock Exchange also requires Ningbo Cixing Co.Ltd(300307) to explain the reason and rationality of the non cooperation of CNR Guangwei in the evaluation, whether the company can obtain the financial data of CNR Guangwei and ensure the authenticity and accuracy of the data, and whether it will affect the disclosure of the company's annual report in 2021.
