In the evening of May 18, Longzhou Group Co.Ltd(002682) ( Longzhou Group Co.Ltd(002682) , SZ) announced that the board of directors agreed that the wholly-owned subsidiary Longyan Xinyu Automobile Sales Service Co., Ltd. (hereinafter referred to as Xinyu automobile) and the trading parties would sign the agreement and supplementary agreement on the cancellation of the transfer of the equity of Dongguan Zhongqi Hongyuan Automobile Co., Ltd. (hereinafter referred to as Hongyuan automobile).
Previously, Xinyu automobile decided to transfer 51% equity of Hongyuan automobile to Shenzhen kangmeite Technology Co., Ltd. (hereinafter referred to as kangmeite) and Zhongshan Broad-Ocean Motor Co.Ltd(002249) ( Zhongshan Broad-Ocean Motor Co.Ltd(002249) , SZ), which has not been completed so far.
It was planned to transfer equity assets at a price of 214 million yuan
According to the announcement of Longzhou Group Co.Ltd(002682) on July 1, 2021, the Chinese Shanxi Guoxin Energy Corporation Limited(600617) bus industry experienced a rapid growth stage in the early stage of the 13th five year plan due to the support of the Chinese Shanxi Guoxin Energy Corporation Limited(600617) car subsidy policy, and Hongyuan automobile also brought great support to the listed companies to improve their operating performance in 2018 and 2019. However, due to the increasingly fierce market competition in the new energy bus industry and the impact of the epidemic and the sluggish local market demand in Dongguan, Hongyuan automobile also brought certain risks to the overall operation of Listed Companies in 2020.
At that time, Longzhou Group Co.Ltd(002682) said that based on the consideration of the overall development strategy, after careful research and careful decision-making, it planned to transfer the 51% equity of Hongyuan automobile held by Xinyu automobile to kangmeite and Zhongshan Broad-Ocean Motor Co.Ltd(002249) , of which kangmeite received 39.1% equity and Zhongshan Broad-Ocean Motor Co.Ltd(002249) received 11.9% equity.
In 2020 (audited), Hongyuan automobile achieved an operating revenue of 556834 million yuan and a net profit of – 125 million yuan. As of the end of the year, the total shareholders’ equity was 220 million yuan; From January to may 2021 (Unaudited), Hongyuan automobile realized an operating revenue of 705704 million yuan and a net profit of – 9.5221 million yuan. As of the end of the period, the total shareholders’ equity was 210 million yuan.
As of July 1, 2021, the balance of financial assistance provided by listed companies and holding subsidiaries of listed companies to Hongyuan automobile was 1.095 billion yuan and the balance of guarantee provided was 219 million yuan.
At that time, Longzhou Group Co.Ltd(002682) said that since the assets, total liabilities and operating income of Hongyuan automobile account for a large proportion of the corresponding subjects in the consolidated statements of the listed company, the above transactions will effectively optimize the asset and liability structure of the listed company, but at the same time, it will also have a certain impact on the operating performance.
Termination of equity transfer agreement
Since it has previously announced the stripping of relevant assets, why do you want to terminate the equity transfer agreement now?
According to Longzhou Group Co.Ltd(002682) mentioned, after the equity transfer agreement was signed, the remaining 5.2 million yuan of the first phase transfer and the remaining price of the equity transfer (i.e. 107 million yuan) of kangmeite were not paid to Xinyu automobile. At the same time, because Zeng Chuanxing, the legal representative of kangmeite, was limited in personal freedom and could not solve the impact in a short time, kangmeite was unable to continue to perform the equity transfer agreement, Kangmeite sent a letter on negotiating the termination of the equity transfer agreement on January 7, requesting all parties to the transaction to negotiate the termination of the equity transfer of Hongyuan automobile.
Longzhou Group Co.Ltd(002682) said that after receiving the letter from kangmeite, considering that the equity transfer agreement can no longer be performed in fact, after negotiation between the parties to the transaction on the cancellation of equity transfer, the parties have reached a specific cancellation plan and agreed to sign the agreement.
In view of the fact that kangmeite and Zhongshan Broad-Ocean Motor Co.Ltd(002249) failed to pay the equity transfer on schedule due to kangmeite, the registration conditions for equity change have not been fulfilled, and the equity of Hongyuan automobile held by Xinyu automobile has not been transferred. In order to better cooperate, kangmeite and Zhongshan Broad-Ocean Motor Co.Ltd(002249) did not claim that 102 million yuan of capital occupation fee had been paid to Xinyu automobile, and kangmeite paid 1.5 million yuan of liquidated damages to Xinyu automobile.
Longzhou Group Co.Ltd(002682) said that up to now, because kangmeite failed to fulfill the preconditions of equity transfer, the industrial and commercial change registration of equity transfer of Hongyuan automobile has not been handled, the land, real estate, buildings and other qualifications and main assets of Hongyuan automobile belong to Hongyuan automobile, and Hongyuan automobile still belongs to the subordinate subsidiary actually controlled by the company.
According to Longzhou Group Co.Ltd(002682) mentioned, Xinyu automobile still holds 51% equity of Hongyuan automobile, and the controlling equity of the latter still belongs to Xinyu automobile, and the equity has not gone through the formalities of delivery and transfer. Among the 7 members of the board of directors of Hongyuan automobile, 4 are appointed by listed companies. The current chairman (legal representative), general manager, financial manager and office head of Hongyuan automobile shall be appointed by the listed company. After Xinyu automobile controlled Hongyuan automobile, the listed company has always included Hongyuan automobile into the scope of consolidated statements without change.
