On December 15, Jiayun Technology (300242. SZ) received a regulatory letter from the Shenzhen Stock Exchange for five violations. The letter pointed out that Jiayun Technology had a number of problems, such as failure to perform the review and disclosure procedures for related party transactions, failure to timely disclose the sale of subsidiaries in major asset restructuring mergers and acquisitions, and inaccurate business cost accounting.
It is worth mentioning that the actual controller of Jiayun Technology is real estate tycoon Guo Yingcheng, who is also the founder of Kaisa Group. Back then, Guo Yingcheng planned to switch from real estate to the A-share market to find new profit points, so he spent 1.7 billion yuan to become the owner of Jiayun Technology. Unexpectedly, after becoming the owner, Jiayun Technology had a goodwill thunderstorm, and the company suffered huge losses, and its performance has been sluggish since then. Not only that, Jiayun Technology is also facing the risk of a change of control.
Received a regulatory letter for five major violations
Specifically, let's take a look at the five violations of Jiayun Technology.
First, Jiayun Technology had violations in the sale of its subsidiaries. In June 2021, Jiayun Technology signed an equity transfer agreement with Shenzhen Nelaike Technology Co., Ltd. (hereinafter referred to as Nelaike), and Jiayun Technology sold 100% of the equity of its subsidiary Shenzhen Yunspace-Time Technology Co., Ltd. (hereinafter referred to as "Cloud-space") to Netek for 51.14 million yuan.
In fact, the funds used by Nelaike to acquire the equity of Yunskong came from Jinsheng Engineering, which is a wholly-owned subsidiary of Kaisa Group, the indirect controlling shareholder of Jiayun Technology, and constituted a connected transaction. However, in this process, Jiayun Technology did not follow the procedures for the review and disclosure of related party transactions. At the same time, as a subsidiary of Jiayun Technology's restructuring and merger, Jiayun Technology failed to disclose this major sale in a timely manner when signing the equity transfer agreement.
Second, Jiayun Technology has inaccurate business cost accounting. In 2020 and 2021, the company's subsidiaries did not retroactively adjust the relevant subjects of previous years when clearing current accounts, and directly offset the operating costs of the current period, resulting in an overstatement of operating profits of 17.4646 million yuan and 6.7703 million yuan in 2020 and 2021, respectively.
Third, Jiayun Technology has problems in insider information management. In the process of compiling multiple periodic reports, the company has problems such as inaccurate registration of inside information files and inadequate implementation of insider information management.
Fourth, Jiayun Technology failed to timely and completely disclose the important progress of the follow-up of the joint investment with related parties. In August 2020, Jiayun Technology and Guo Xiaoqun, chairman of the company, jointly invested in the establishment of Shenzhen Mitheus Game Technology Co., Ltd. (hereinafter referred to as Misius), of which the company holds 60% of the equity and Guo Xiaoqun holds 40% of the equity.
Subsequently, Jiayun Technology first sold 60% of the equity of Misius in 2021, and then terminated the transfer after litigation and mediation due to the failure of the counterparty to pay the equity transfer. Subsequently, Guo Xiaoqun sold his 40% stake in Mitheus in 2022. However, the company did not disclose the above-mentioned sale of Mitheus, follow-up litigation and mediation, and Guo Xiaoqun's sale of his equity in Misius in a timely manner.
Finally, the violations involved in Jiayun Technology are related to Chairman Guo Xiaoqun. From January to June 2022, while acting as the secretary of the board of directors, Guo Xiaoqun violated relevant regulations and still held administrative positions other than directors and supervisors in Kaisa Group, and Jiayun Technology failed to timely and fully disclose the above-mentioned positions.
Based on the above violations, the Shenzhen Stock Exchange issued a regulatory letter to Jiayun Technology and relevant parties.
Under the loss, the company also faces a change of control
Jiayun Technology, formerly known as Mingjia Technology, was listed in 2011, and the company's main business when it was listed was the research and development, production and sales of surge protection products.
In 2015, Jiayun Technology acquired a number of companies at a high premium to transform and upgrade all its main business to mobile Internet marketing, and formed a goodwill of 1.483 billion yuan, and the counterparty may have made a performance commitment, and the performance commitment period covered from 2015 to 2017.
During the performance commitment period, Jiayun Technology's net profit achieved rapid growth, and its net profit reached 193 million yuan in 2017, hitting a peak.
Also in 2017, Jiayun Technology ushered in a change of ownership. Perhaps the original actual controller of the company had already expected that the target of the high-premium merger and acquisition would change its performance, and at the end of that year, he ceded control of Jiayun Technology and took the opportunity to cash out billions.
In December 2017, Zhou Jianlin, the company's original controlling shareholder and actual controller, transferred 21.25% of the equity held by the company to Jiasu Network through an agreement transfer, with a total price of 1.758 billion yuan. Since then, the controlling shareholder of the company has been changed to Jiasu Network, and the actual controllers have been changed to Guo Yingcheng and Guo Yingzhi.
Sure enough, after the commitment period, the performance of the target company "changed face". In 2018, due to the decline in the performance of the target company, Jiayun Technology made a goodwill impairment amount of more than 1.1 billion yuan, and the company suffered a huge loss of 1.251 billion yuan that year.
In 2019, Zheng Yi, the former chairman of Jiayun Technology, resigned, and Guo Yingcheng took the opportunity to hand over Jiayun Technology to his son Guo Xiaoqun to manage and serve as the new chairman of Jiayun Technology.
Guo Xiaoqun also failed to save Jiayun Technology's declining performance. From 2019 to 2022, Jiayun Technology's net profit was 8.4929 million yuan, -368 million yuan, -194 million yuan, and 16.5934 million yuan respectively, and the company has been in a state of losing big and making small profits.
In 2022, Jiayun Technology began to cut back on its internet marketing business, and actively expanded new businesses such as beauty and skin care business and game research and development. Because of this, the company's revenue fell sharply that year, shrinking from 6.529 billion yuan to 2.274 billion yuan.
It is worth noting that in 2022, the reason why Jiayun Technology turned losses into profits was that it sold its self-owned property in Cuntou Village, Hengli Town, Dongguan City, Guangdong Province, and obtained a gain of 56.5879 million yuan, and the company's non-net profit has been negative since 2018.
In the first three quarters of this year, Jiayun Technology suffered losses again, and its net profit before and after deducting non-profits was -61.8962 million yuan and -69.8422 million yuan respectively. According to statistics, since 2018, Jiayun Technology has deducted non-net profits with a cumulative loss of more than 2 billion yuan.
Under the performance loss, Jiayun Technology is also facing the risk of change of control.
On December 14, Jiayun Technology issued a suggestive announcement that the shares of the company held by the controlling shareholder will be auctioned judicially, and the controlling shareholder Jiasu Network will be involved in a stock pledge repurchase dispute, and the court will publicly auction all the shares of the company held by Jiasu Network (130 million shares) on the judicial auction platform of Jingdong Network from January 18 to January 19, 2024. If the above shares are successfully auctioned, it may lead to a change of control of Jiayun Technology. (This article was first published on the Titanium Media App, by Li Ruohan)