The end of the "shell war" has been written for most companies with stars and hats.
However, the capital market has never lacked dramatic moments. In the last hour of 2021, Boomsense Technology Co.Ltd(300312) successively disclosed good news. According to the announcement, it is optimistic that its net assets will "soar" by 160 million yuan, half of which was given by others. Since the beginning of 2022, Boomsense Technology Co.Ltd(300312) share price has risen sharply, and the intraday price was nearly 60% higher than the closing price at the end of last year.
"5g concept stocks", suppliers of three major operators, and mainstream manufacturers of Chinese small and micro base stations appearing in the industrial planning of many governments... This company, which rushed to the gem with the three major operators "drinking soup" nine years ago, almost plunged all the way after listing. Although it experienced the dividend period of 4G construction, it only borrowed the east wind of one year briefly, And whether it is testing the water, smart home, Internet Finance and mobile games, many attempts to diversify have ended without success.
What's more fatal is that the company broke out of liquidity crisis and fell into illegal guarantee. Some suppliers failed to ask for debt for three years and put in a "debt exemption letter". The company's actual controller lost most of its equity due to pledge default, and was denied the status of actual controller by the "upper" securities firm shareholders, making a public choke. Since 2021, management has also tried to increase revenue through cross-border Baijiu trade, but it is also unsatisfactory.
there are many tricks to "protect the shell", but under the new regulations of the gem registration system, the result is still in suspense.
headquarters office space reduced by 80%
property complains that listed companies owe too much
In October 2013, in the autumn wind of Beijing, the headquarters of Boomsense Technology Co.Ltd(300312) (300312, SZ), which has been listed for more than a year, moved into Yiyuan cultural and creative industry base in Haidian District, Beijing, rented the whole building with a total of five floors, and the logo of "boom sense" stood at the entrance.
At that time, 3G was commercialized on a large scale, 4G licenses were about to be issued, and the number of Internet users using mobile phones had just exceeded 80%. The communication industry was gearing up for the acceleration of the mobile Internet era.
However, the network optimization industry, which depends on the three operators, is at the embarrassing time of "out of touch", and the hidden worries about the business development model have emerged. In 2013, in the second fiscal year after listing, Boomsense Technology Co.Ltd(300312) performance plunged, and the net profit attributable to the parent decreased by 181% year-on-year, with a loss of 58 million yuan.
Dependence on the three operators is not only the basis for the prosperity of enterprises in the network optimization industry, but also the pain point of sustainable development. once the capital expenditure of the three major operators is reduced, the life of the network optimization industry will become tight.
At the beginning of listing in 2012, China Mobile's business accounted for Boomsense Technology Co.Ltd(300312) 60% of sales. The collection cycle of Boomsense Technology Co.Ltd(300312) usually ranged from three months to one year. In 2014, Boomsense Technology Co.Ltd(300312) established an accounts receivable collection team. From 2015 to 2020, accounts receivable decreased from 726 million yuan to 145 million yuan, but the proportion of accounts receivable in total assets increased from 43.98% to 48.32%.
"We also do the business of the three major operators, including the current iron tower company. The operators will not maliciously default on the payments of the construction party, material supplier or general contractor, but they have a management method and regulation, that is, they must pass the acceptance and implement them according to the contract and progress." According to a creditor who is also a supplier of the three operators and a supplier of Boomsense Technology Co.Ltd(300312) , Boomsense Technology Co.Ltd(300312) often has "uncompleted projects" because of the shortage of funds, the loss of a large number of employees and the lack of settlement materials.
This statement can also be confirmed. In 2019, Boomsense Technology Co.Ltd(300312) mentioned in the reply to the inquiry letter of Shenzhen stock exchange that the accounts receivable were not recovered because they did not meet the collection conditions of the operator.
in order to maintain business development, Boomsense Technology Co.Ltd(300312) needs to keep taking projects, but at the same time, there is insufficient collection, which is difficult to maintain in the end. in the 2018 annual report, Boomsense Technology Co.Ltd(300312) frankly said that the liquidity problem had affected the business and performance, and said that it would fundamentally solve the liquidity problem by introducing external war investment and equity or debt financing.
but the introduction of war investment has been fruitless, and the performance of Boomsense Technology Co.Ltd(300312) continues to deteriorate. since 2020, due to the breach of equity pledge, Orient Securities Company Limited(600958) , Cinda securities and Great Wall Guorui securities have become the top three shareholders of Boomsense Technology Co.Ltd(300312) , and the equity held by the actual controller Zhang Qingwen has decreased to 3.84%. Subsequently, the first three major shareholders successively choked Zhang Qingwen, saying that they did not recognize their controller status.
Although the first floor has been vacated, the front desk at the entrance of the building still has the logo of bangxun, which is photographed by reporter Li shaoting
In early December 2021, the reporter of the daily economic news explored the Boomsense Technology Co.Ltd(300312) headquarters and found that the office area of the original five floors had been reduced to one floor. The "boom sense" sign is still pasted at the entrance of the hall on the first floor of the building, but the office area is empty. There are new tenants on the second and third floors. The vacant room inspection record on the fourth floor shows that this floor has been vacant since at least September 7, 2021.
Boomsense Technology Co.Ltd(300312) the "Snail House" was on the top floor, and the relevant staff refused the interview request, saying that the relevant matters would be disclosed in the announcement.
"When they first came, the whole building was owned by one company. Now the company is poorly managed, and there is only one floor left. It has a financial dispute with our company, and it owes us money." The reporter asked the property as a consultant. The property complained that Boomsense Technology Co.Ltd(300312) owed rent and said that the debt was "not a decimal". Another creditor pointed out that Boomsense Technology Co.Ltd(300312) owed rent as high as millions, but this figure could not be confirmed.
Office space has shrunk significantly, employees leave frequently, and executives even have different caliber for the number of on-the-job employees. On the online collective reception day for investors of Listed Companies in Beijing in September 2021, Zhang Qingwen said that the company had about 140 employees, while the then chief financial officer said that "at present, there are 126 employees".
restructuring expectations in exchange for debt forgiveness
privately promised debt to equity swap
Perhaps in order to obtain better cash flow control, Boomsense Technology Co.Ltd(300312) has laid out three business directions: smart home, mobile games and Internet Finance and insurance since 2014. However, by 2017, the three major businesses only retained the mobile game business, which also has fierce competition. Before the launch of the new game, needs to invest a large amount of promotion expenses. With the increasing shortage of working capital, Boomsense Technology Co.Ltd(300312) is gradually difficult to support the only "hematopoietic" business that can bring cash flow.
According to the statistics of the reporter of the daily economic news, dianyi technology, the subsidiary carrying the game business, only contributed positive profits in 2017 and 2018, with net profits of 6.33 million yuan and 14.36 million yuan respectively. From its establishment in 2014 to the first half of 2021, dianyi technology has contributed a total net profit of 696700 yuan to the listed company in seven and a half years.
The accounts receivable of main business was difficult to recover, and the new business was not carried out smoothly. Shortly after Boomsense Technology Co.Ltd(300312) was listed, it was in arrears with the supplier's contract payment.
In 2014, more than ten suppliers collected debts from Boomsense Technology Co.Ltd(300312) subsidiaries in Quanzhou and Shenzhen. A supplier in Dongguan told reporters that nearly 400000 yuan of payment has not been recovered so far.
The stamped debt relief letter is provided by the interviewed creditor
A creditor in Guangxi said that there are hundreds of people in his "creditor's rights group". According to his statistics, it may involve 200-300 million yuan of debt of Boomsense Technology Co.Ltd(300312) .
The aforementioned Guangxi supplier said that in the summer of 2021, Zhang Qingwen convened a meeting and asked creditors to sign an agreement to agree to Boomsense Technology Co.Ltd(300312) restructuring to unseal Boomsense Technology Co.Ltd(300312) bank accounts. "He said that if the reorganization is successful and the stock rises, it will be refunded to us at the price of how much per share." The supplier said that there were many suppliers meeting with him in Guangxi.
On January 6, , Boomsense Technology Co.Ltd(300312) disclosed that it had received debt exemption letters from 48 creditors, totaling about 34.95 million yuan, accounting for about 50% of the debt principal.
According to the information obtained from the interview, on December 17, 2021, Boomsense Technology Co.Ltd(300312) held a creditors' meeting. A number of creditors told the daily economic news that the debt exemption plan is to exempt 50% of all debts, and the remaining 50% will be paid off in cash after the successful bankruptcy reorganization of Boomsense Technology Co.Ltd(300312) , and the part above 100000 yuan will be paid off in Boomsense Technology Co.Ltd(300312) shares, with a repayment standard of 6 yuan / share. However, in the debt relief agreement , the signatories agree that if the debtor fails to repay the debt to the creditor in accordance with the above arrangements, the debt relief of the creditor to the debtor will not be affected.
"It's like that people can\'t see light in a dark house now. It ( Boomsense Technology Co.Ltd(300312) ) has nothing but a rotten shell. If someone comes to pick up the plate, its shell will have hope. We don\'t have any better choice now." A creditor from Hubei said that the restructuring expectation is also the only hope of creditors at present.
Many creditors have gone through the legal procedures, but because Boomsense Technology Co.Ltd(300312) "has no property to enforce", it has been delayed so far, has no choice but to "gamble", which is the psychology of creditors.
According to a creditor attending the meeting, Zhang Qingwen said that if the creditor agrees to the exemption and Boomsense Technology Co.Ltd(300312) meets the requirements of positive net assets, and finally can "protect the shell" successfully, there will be new capital injection, so as to repay part of the debts owed. Some creditors said that at the creditors\' meeting, the interested restructuring party appeared, while others claimed that they received a call claiming to be the Boomsense Technology Co.Ltd(300312) "acquirer". However, who is the intended restructuring party of Boomsense Technology Co.Ltd(300312) has not been cross confirmed. The reporter of "daily economic news" has called and sent e-mail to the public mailbox for verification to the listed company for many times, but as of press time, no reply has been received.
The debt relief agreement has been sealed by the creditor, and the interviewed creditor provides the map
Restructuring seems unclear, but with the debt exemption of creditors, Boomsense Technology Co.Ltd(300312) can eliminate the risk of "negative net assets" on the delisting line. On the online collective reception day for investors of listed companies under Beijing jurisdiction in September 2021, Zhang Qingwen said that some creditors have expressed their support for the debt exemption scheme to make the company's net assets positive at the end of 2021.
selling Baijiu and assets
survival in shell preservation
On January 7, Boomsense Technology Co.Ltd(300312) disclosed that the actual controllers Zhang Qingwen and Dai Furong received the decision on administrative punishment issued by the Beijing regulatory bureau of the CSRC. The company was fined 1.3 million yuan, and Zhang Qingwen and Dai Furong were fined 5.8 million yuan in total. however, Boomsense Technology Co.Ltd(300312) determined that this punishment did not touch the situation of major illegal compulsory delisting stipulated in relevant rules and measures.
Under the new regulations of the gem registration system, Boomsense Technology Co.Ltd(300312) can be exempted from delisting only if it does not touch major violations, Boomsense Technology Co.Ltd(300312) also meets the requirements of positive net assets, no non-standard opinions are issued in the annual report, and the main business income is more than 100 million yuan. According to the financial report data, Boomsense Technology Co.Ltd(300312) the revenue in the first three quarters of 2021 was 10.0445 million yuan, and there was great pressure on the revenue in the fourth quarter.
"Open source" is a natural choice. At the beginning of 2021, Boomsense Technology Co.Ltd(300312) established two food trading companies and an online culture company. Among them, Xiangyi Trading (Beijing) Co., Ltd. (hereinafter referred to as Beijing Xiangyi) and Xiangyi Trading (Fuqing) Co., Ltd. are its grandchildren, which were established in April 2021. The network culture company Sai white collar information service (Fujian) Co., Ltd. was established on May 17, 2021.
Beijing ants began to operate in the first half of 2021, trying to develop Baijiu trade. According to the semi annual report of 2021, the net profit of the company during the reporting period was 30000 yuan. The reporter of the daily economic news noted that in August 2021, Xiangyi Trading (Beijing) Co., Ltd. also tried to apply for the two liquor trademarks of "xiangzunfu" and "tianxiangmo alcohol", but the application was rejected in November. As of January 10th this year, the company is still recruiting regional sales director and Baijiu salesman.
In September 2021, when the online investors\' collective reception day of the Beijing listed companies was held, investors were asked questions about what brand of Baijiu liquor sold. Zhang Qingwen said that the company is "in the stage of business planning, and the specific business scope is not yet fully established". In addition, Qu Danyang, then chief financial officer, said that the trade model would be adopted for the question of "whether to produce liquor by itself or find a winery to OEM after the registration of liquor trademarks".
in December 2021, Beijing Xiangyi newly increased its 9.9% minority shareholder Li Qiang, who is the actual controller of Chengdu nengdun Electronic Technology Co., Ltd. (hereinafter referred to as nengdun Electronics). on the evening of December 31, 2021, Boomsense Technology Co.Ltd(300312) said that Beijing Xiangyi, a listed company and sun company, signed the asset gift agreement with Li Qiang, Li Qiang planned to gift 49% of the equity of nengden electronics to Beijing Xiangyi free of charge, involving an amount of 81.3207 million yuan.
In addition to not having to pay, "free gift" has saved a lot of things for listed companies. Lawyer Wang huaitao of Shanghai Xingu law firm and Lawyer Wang Zhibin of Shanghai Minglun law firm both said that "gift" is indeed more convenient in legal procedures. According to Wang Zhibin, because the company is a pure beneficiary, it does not need internal approval or external disclosure of transaction prices.
As a key figure in the donation event, Li Qiang's previous public reports were not many. According to public information, Li Qiang is a class 99 graduate of Guilin University of Electronic Science and technology. The reporter contacted Li Qiang through the Alumni Association, hoping to interview, but Li Qiang declined.
Nengden electronics has appeared in the training activities of students in the Western Science Park of University of Electronic Science and technology of China and University of Electronic Science and technology of China. Relevant reports show that nengden electronics has focused on the design, R & D, production, sales and service of switching power supply components since its establishment in 2013. At present, its products have been used in China Electronics, China Electronics Technology, China Weapons, China Cssc Holdings Limited(600150) China Aerospace and other scientific research institutes and their affiliated military industrial units.
In addition, the electrical teaching and Research Office of the Department of electronic engineering of Chengdu University of Electronic Science and technology also went to nengdun electronics for research. The University news showed that the two sides discussed the possibility of school enterprise cooperation.
Can the related asset income of donated nengden electronics be recognized as the main business income of Boomsense Technology Co.Ltd(300312) ? Lawyer Wang huaitao gave a negative opinion: the main business income generally refers to the sales income related to the main business, and the income from donated assets obviously does not belong to.
exposed many internal control problems in the past
talented scholars become "vase independent directors"?
In addition to the donated assets, on December 31 last year, Boomsense Technology Co.Ltd(300312) also disclosed that the company signed the debt transfer agreement with zhongjihui Investment Management Co., Ltd. (hereinafter referred to as zhongjihui) controlled by Zhang Qingwen and Chengdu Branch of Sichuan Tianfu Bank Co., Ltd. (hereinafter referred to as Tianfu bank). Since December 29, 2021, Boomsense Technology Co.Ltd(300312) transferred its debt of 82.0912 million yuan to Tianfu bank to zhongjihui.
Zhongjihui indirectly holds 81.14% equity of Xiecheng technology, a company listed on the former third board. In 2013, the holding subsidiaries of zhongjihui successively took shares in Xiecheng technology through capital contribution and equity transfer. On August 10, 2015, Xie Cheng technology held the founding meeting of Co., Ltd. and Zhang Qingwen was elected as a director. The announcement shows that Zhang Qingwen's term of office expires on June 3, 2021. Upon active application, Xie Cheng technology terminated its listing on June 29, 2021.
Zhongjihui is also an important platform other than Boomsense Technology Co.Ltd(300312) controlled by Zhang Qingwen. In 2017 and 2018, Boomsense Technology Co.Ltd(300312) provided joint and several liability guarantee for zhongjihui's foreign loan of RMB 100 million, but Boomsense Technology Co.Ltd(300312) did not disclose it to the public as required. Zhang Qingwen argued that the purpose of providing guarantees was to bail out listed companies, but the regulators did not accept them and imposed administrative penalties.
Boomsense Technology Co.Ltd(300312) actually controlled by Zhang Qingwen and Dai Furong had many internal control problems in the past, exposed the loopholes of corporate governance.
From the perspective of board governance, Boomsense Technology Co.Ltd(300312) has 6 directors, of which 4 are independent directors. The number of independent directors accounts for up to two-thirds, but the performance of independent directors is obviously controversial.
Among the independent directors, Xia Zhihong, a famous person, graduated from the Department of astronomy of Nanjing University at the age of 19. At the age of 26, he cracked the panglevi conjecture that has been in suspense for nearly a century. He has successively served as an assistant professor of the Department of mathematics of Harvard University, an associate professor of Georgia Institute of technology, and a lifelong pancoe Chair Professor of Northwestern University.
According to the information disclosed by Boomsense Technology Co.Ltd(300312) , although Xia Zhihong has never been absent since he took office as an independent director of Boomsense Technology Co.Ltd(300312) on September 23, 2016, he has attended the board of directors by communication on 27 occasions except once in 2016, once in 2017 and 6 times in 2018. In his report on the work of independent directors from 2016 to 2020, "he voted in favour of the relevant proposals considered at each board meeting."
The last time Xia Zhihong attended the board of directors in 2021 was in November. At the Boomsense Technology Co.Ltd(300312) board of directors\' deliberation meeting on the proposal of two securities company shareholders to convene an extraordinary general meeting of shareholders, he attended the meeting by means of communication and raised objections to the proposal on the grounds of "shareholders\' independent proposal and insufficient equity" together with Zhang Qingwen and others.
From August 2017 to April 2019, Xia Zhihong and other independent directors issued independent opinions on external guarantee for many times, saying that "the company does not provide guarantee for controlling shareholders and other related parties, any legal entity or individual."
For the current dilemma of Boomsense Technology Co.Ltd(300312) , the reporter tried to contact Xia Zhihong for evaluation, but there was no reply before publishing.
Whether Boomsense Technology Co.Ltd(300312) can realize "shell preservation" is the biggest problem it faces at present. In 2020, Boomsense Technology Co.Ltd(300312) was issued with an audit report that could not express opinions because the audited net profit in 2020 was negative and the operating income was less than 100 million yuan, and the audited ending net assets in 2020 were negative, which touched on the warning of stock delisting risk.
Perhaps the poor financial situation "scared away" the CFO. In 2021 alone, Boomsense Technology Co.Ltd(300312) CFO has changed three. The last chief financial officer resigned in November 2021 for only three months. As of press time, there was no announcement on who would take over the post of chief financial officer. The same "embarrassment" is that Zhang Qingwen, the actual controller, holds several positions. While holding the positions of chairman and general manager, he also acts as the Secretary of the board of directors.
reporter's notes - listed companies can't bury thunder
In response to the letter of concern about debt forgiveness, Boomsense Technology Co.Ltd(300312) was postponed to January 17. The exchange asked Boomsense Technology Co.Ltd(300312) to clarify whether the debt exemption was "unconditional".
Debt forgiveness is to remove the burden for the company's development, but it is important not to cover up the "burden" temporarily and bury a "bomb" for the future.
From the debt relief agreement signed by creditors, Boomsense Technology Co.Ltd(300312) 's "debt to equity swap" commitment will not be effective until the bankruptcy reorganization is successful. If the "shell protection" and restructuring go well and Boomsense Technology Co.Ltd(300312) succeeds to the time when it needs to fulfill its commitments, does the debt to equity swap scheme and the standard of 6 yuan / share need to be deliberated? Should other shareholders other than Zhang Qingwen and Dai Furong, the actual controllers of listed companies, also have the right to speak?
If we can't deal with the current debt forgiveness problem, Boomsense Technology Co.Ltd(300312) may face more problems to be solved.
