China Fund News reporter Milo Zhao Xinyi
A holding subsidiary that has been losing money for two consecutive years, but the minority shareholders "left" at a high price, leaving only the listed company and 20,000 shareholders to bear the loss.
On the evening of April 18, the Shenzhen Stock Exchange issued a letter of concern to Daye Intelligence, pointing directly to a capital reduction of a holding subsidiary disclosed by the company a few days ago.
As the target asset of spending more than 300 million yuan to acquire a controlling stake, Suzhou Guoyu has become the "loss burden" of Daye Intelligence.
It's just that the issue of changing the face of performance has not been clarified as soon as the commitment period has passed, and the minority shareholders of Suzhou Guoyu have already "smeared oil on the soles of their feet" and left - through the method of capital reduction, the minority shareholders will "empty" 30% of the equity of Suzhou Guoyu in their hands at a capital reduction consideration of 99 million yuan.
This price is even far more than the recoverable amount of goodwill corresponding to the 70% equity of Suzhou Guoyu held by Daye Intelligence.
The bizarre operation has attracted the attention of regulators. In the letter of concern, the Shenzhen Stock Exchange bluntly said, "Is there a transfer of interests?"
After two consecutive years of losses, minority shareholders "left"
Daye Intelligent announced on April 12 that its holding subsidiary, Suzhou Guoyu, intends to sign the "Capital Reduction Agreement" with the listed company and its natural person shareholders Wu Guodong, Cai Xinglong, and Wang Jun (hereinafter collectively referred to as "minority shareholders") to reduce the registered capital by means of non-proportional capital reduction.
The above three people hold a total of 30% of the equity of Suzhou Guoyu, and the total consideration for the capital reduction is 99 million yuan.
After the completion of the capital reduction, the registered capital of Suzhou Guoyu was reduced from 70 million yuan to 49 million yuan, and the equity ratio of Suzhou Guoyu held by Daye Intelligent increased from 70% to 100%.
Daye Intelligent said that through the capital reduction, the company's control over Suzhou Guoyu can be improved, so as to further improve the efficiency of decision-making, in line with the overall strategic development plan of the company and Suzhou Guoyu, and through this capital reduction, the remaining accounts receivable of Suzhou Guoyu as of the end of 2021 can be indirectly recovered.
It is understandable that the holding subsidiary has reduced its capital, but Suzhou Guoyu can be observed, but this is a company that has lost money for two consecutive years.
According to the announcement, in 2022 and 2023, Suzhou Guoyu's net profit will be -13.0502 million yuan and -4.8047 million yuan respectively.
In this regard, the Shenzhen Stock Exchange requires the company to explain the reasons for the continuous decline in Suzhou Guoyu's revenue and profits, and the reasons and reasonableness of the board of directors agreeing to the counterparty's capital reduction and paying the capital reduction amount when the counterparty owes the company debts.
Ultra-high "exit price"
What is even more puzzling to the market is the price of capital reduction by minority shareholders.
Daye Intelligent mentioned in the announcement that according to the report issued by the asset appraisal company, the book value of Suzhou Guoyu's net assets is 280 million yuan, the appraised value is 338 million yuan, and the appraised value is 54.9 million yuan, with an appreciation rate of 19.39%.
The capital reduction is based on 330 million yuan as the calculation base of the capital reduction consideration, and the total capital reduction consideration is 99 million yuan.
However, Daye Intelligence disclosed in its 2023 annual report that the book value of Suzhou Guoyu goodwill asset group is 98.03 million yuan, and the recoverable amount is only 37.86 million yuan.
You must know that Daye Intelligent holds 70% of the equity of Suzhou Guoyu, which is much higher than that of minority shareholders.
In this way, a contradiction arises - when the annual report is evaluated, Daye Intelligence believes that Suzhou Guoyu is impaired, but when the minority shareholders want to reduce their capital, the valuation of Suzhou Guoyu has increased significantly.
In this regard, the Shenzhen Stock Exchange requires Daye Intelligent to specifically list the book value, appraisal value or recoverable amount, and value-added rate of each financial statement account of Suzhou Guoyu goodwill asset group and the "Appraisal Report", explain the difference between the appraisal report and the assets related to the goodwill impairment test, the reasons and reasonableness of the significant decline in the recoverable amount of Suzhou Guoyu goodwill asset group and the appraised value of all the equity of Suzhou Guoyu shareholders, as well as the fairness of the capital reduction.
Just now, the performance has "changed face", and the main business has also changed
Suzhou Guoyu has become the "burden" of Daye Intelligence.
In 2019, Daye Intelligent spent 309 million yuan to acquire 70% of the equity of Suzhou Guoyu.
At that time, the counterparty promised that the cumulative net profit of Suzhou Guoyu from 2019 to 2021 would not be less than 145 million yuan, and the annual net profit would not be less than 42 million yuan, 48 million yuan, and 55 million yuan respectively.
In the end, the completion rate of Suzhou Guoyu's performance commitment was 101.07%, and the cumulative non-net profit was 147 million yuan in three years.
After "stepping on the line" to meet the standard, Suzhou Guoyu's performance "fell off a cliff".
In 2021, 2022, and 2023, Suzhou Guoyu's net profit will be 53.507 million yuan, -13.0502 million yuan, and -4.8047 million yuan respectively.
Daye Intelligence has mentioned in the 2023 goodwill impairment test report that there are signs of impairment in Suzhou Guoyu, which is related to the loss of the core management team.
"Since 2022, the loss of Suzhou Guoyu's core management team has had a great adverse impact on the company's operation, and the company's operating performance will decline off a cliff from 2022 to 2023, and the new management hired by its parent company Daye Intelligent will not be able to recover its original business in the short term. Daye Intelligence said.
In addition, Suzhou Guoyu was also banned from bidding by the State Grid for half a year, and its main business has also undergone major changes.
The above-mentioned report mentions: "Due to the decline in product quality control capabilities, the sampling inspection of cable protection pipes in 2023 will be unqualified, resulting in Suzhou Guoyu being banned from bidding by the State Grid for half a year, and the impact will still be continuous after the ban is lifted." ”
Daye Intelligent believes that the original main business of Suzhou Guoyu is expected to be difficult to maintain, and the new management has decided to terminate the current production and operation business of Suzhou Guoyu, and the main business will be changed to housing leasing in the future.
Exchange Follow-up: Benefit Transfer?
In the annual report, Daye Intelligence mentioned that as of March 31, 2024, Suzhou Guoyu had a due debt of 47.59 million yuan to minority shareholders based on the relevant agreements signed by Wu Guodong, Cai Xinglong, Wang Jun and Daye Intelligence.
The due debt is offset with the minority shareholder's claim for capital reduction consideration enjoyed by Suzhou Guoyu, and Suzhou Guoyu shall pay the remaining capital reduction consideration of RMB 35.8 million after the offset.
In view of the above situation, the Shenzhen Stock Exchange requires Daye Intelligent to explain the specific reasons and calculation process of Suzhou Guoyu's due claims to minority shareholders, and the accounting treatment of relevant claims and their accuracy and compliance.
In the case of a sharp decline in the profitability of Suzhou Guoyu and the debts owed by minority shareholders to the company, what is the reasonableness and necessity of the board of directors of Daye Intelligent to agree to the counterparty's capital reduction and pay the capital reduction to it?
On this basis, the Shenzhen Stock Exchange requires Daye Intelligent to answer whether the minority shareholders are related to the company's actual controllers, controlling shareholders, directors, supervisors and senior executives and their persons acting in concert, and whether there is a transfer of interests.
Editor: Xiao Mo
Review: Muyu