Reporter |
Due to the failure to disclose the annual report on time, Tunghsu Blue Sky (000040. SZ), Dongxu Optoelectronics (000413. SZ) two "difficult brothers" both disclosed that they had received a "notice of filing" from the China Securities Regulatory Commission. Both parties indicated that they would actively cooperate with the CSRC's relevant investigation during the investigation. What happens next is to be further disclosed.
Tunghsu Blue Sky expects a loss of 130 million yuan to 230 million yuan in 2023
According to public information, Dongxu Blue Sky was listed on August 8, 1994, with the controlling shareholder Dongxu Group, holding 39.04% of the shares, and the actual controller Li Zhaoting. Tunghsu Bluesky's main business is new energy business and ecological and environmental protection business. The company has lost money for many years, with a loss of 957 million yuan in 2019, a loss of 1.021 billion yuan in 2020, a loss of 590 million yuan in 2021, and a loss of 309 million yuan in 2022. According to the 2023 annual performance forecast, Tunghsu Blue Sky has a loss of 130 million yuan to 230 million yuan, which is narrower than that in 2022, and its operating income is in the range of 1.5 billion yuan to 1.8 billion yuan.
According to Tunghsu Bluesky's description, the data related to the performance forecast has not been audited by the accounting firm, but the company has conducted preliminary communication with the accounting firm, and there is no major disagreement between the two parties.
As for the reasons for the change in performance, Tunghsu Blue Sky said that it was mainly due to the reduction of interest expenses in accordance with the debt resolution agreement; In addition, the operating income decreased during the reporting period, mainly due to the adjustment and contraction of the company's business scope according to the market environment and business development.
In addition, the audit opinions of Tunghsu Blue Sky's annual reports in 2021 and 2022 are all "qualified opinions".
Originally, Tunghsu Blue Sky made an appointment to disclose the 2023 annual report and the first quarter report of 2024 on April 27, but it was postponed to April 30.
According to the relevant provisions of the Rules for the Listing of Stocks on the Shenzhen Stock Exchange (Revised in August 2023), if the company fails to disclose the true, accurate and complete 2023 annual report of more than half of the directors within the statutory period, the company's shares will be suspended from the next trading day after the expiration of the disclosure period; If the company fails to disclose the above report within two months of the stock suspension, the company shall disclose the company's stock trading before the market opens on the next trading day after the expiration of the two-month stock suspension, and the company's shares will continue to be suspended for one trading day after the announcement, and the delisting risk warning will be implemented from the date of resumption of trading; If the company fails to disclose the above report within two months from the date of the implementation of the delisting risk warning, the company's shares will be suspended from the next trading day after the expiration of the two months, and the listing will be terminated.
Obviously, Tunghsu Bluesky's top priority is to disclose the annual report.
What is intriguing is that on April 30, the last day before the suspension, the stock price was originally locked in the "falling limit price" at the opening, but at the end of the session, there were mysterious funds trying to pry open the falling limit, which finally made the decline of Tunghsu Blue Sky on April 30 fixed at 9.74%.
Settled in Tunghsu Blue Sky to complete 2 fixed increases, of which more than 5 billion was changed to replenishment
The stock abbreviation of Tunghsu Blue Sky used to be Shenzhen Hongji and Baoan Real Estate, and it was only changed from "Baoan Real Estate" to "Tunghsu Blue Sky" on July 15, 2016. The involvement of the "Dongxu system" can be traced back to the second half of 2015.
On July 7, 2015, Baoan Real Estate was suspended because China Baoan Group Holdings Co., Ltd. (hereinafter referred to as "Zhongbao Holdings"), the largest shareholder at that time, wanted to plan major events. It can be seen from the follow-up that Zhongbao Holdings transferred its shareholding to Dongxu Group, and Dongxu Group became the new largest shareholder of Baoan Real Estate. In addition, Shenzhen Donghongxin Investment Development Co., Ltd., the second largest shareholder of the original, also transferred its shareholding to Dongxu Group, and after completion, Dongxu Group's shareholding was close to 30% at that time. In this way, Bao'an Real Estate has also changed from a state of no controlling shareholder to a controlling shareholder, and Li Zhaoting is the actual controller of Bao'an Real Estate.
After Dongxu Group settled in, the first fixed increase planned by Baoan Real Estate at that time was aimed at the photovoltaic power station project. As a result, Bao'an Real Estate has developed from a single real estate business to a dual business. At the same time, through subscription, Dongxu Group's shareholding ratio also exceeded 30% in one fell swoop. The private placement was completed in 2016. The total amount of funds raised was 9.5 billion yuan, and the net amount was 9.46 billion yuan.
In October 2016, Tunghsu Blue Sky suspended the plan to plan a fixed increase, and then launched the photovoltaic power station project, which was finally completed in 2018, with a planned fund-raising amount of 4.852 billion yuan and an actual net fund-raising of 1.954 billion yuan.
In 2017, Tunghsu Blue Sky divested its real estate business.
In 2019, Tunghsu Blue Sky started thinking again, planning to issue shares and pay cash to purchase the equity of Regent Meineng (Beijing) Electronic Technology Co., Ltd. held by Coastal Xinzhou (Beijing) Electronic Technology Co., Ltd., it is reported that the target company focuses on the research and development, production and sales of power semiconductor chips and devices. However, in December of that year, the project was terminated.
During this period, Tunghsu Blue Sky also bought some assets of the controlling shareholder, such as the acquisition of 60% of the equity of Rongxu Development and 70% of the equity of Xuhua Park, which came from Tunghsu Group.
So, what's going on with the fundraising?
On July 31, 2019, it was announced that Tunghsu Blue Sky will permanently replenish the liquidity by deducting the net handling fee from the interest income generated by the relevant raised funds from the investment project and the termination of the remaining raised funds of the project with a total of 3.781 billion yuan, as well as the interest income generated by the relevant special account for raised funds (the specific amount is subject to the bank settlement balance on the day of the transfer of funds). On January 22, 2020, it was announced that Tunghsu Blue Sky once again closed the investment project of the raised funds, and the remaining raised funds of 1.746 billion yuan were used as permanent supplementary liquidity.
Nearly 2.9 billion yuan of Tunghsu Blue Sky is deposited in the financial company of Tunghsu Group
In addition to private placement financing, Tunghsu Blue Sky is also borrowing. According to the third quarter report of 2023, at the end of September 2023, Tunghsu Bluesky's short-term borrowings were 1.54 billion yuan, and the long-term borrowing data was 2.62 billion yuan. According to the 2023 semi-annual report, Dongxu Blue Sky borrowed a total of 500 million yuan from Baotou Baobai Branch of Inner Mongolia Bank and Industrial Bank, and the overdue interest rate exceeded 9%. In 2018, Tunghsu Bluesky's short-term borrowings were as high as 2.71 billion yuan, while the peak of long-term borrowings was 5.638 billion yuan in 2017. According to the 2023 semi-annual report, the book balance of the company's financial interest-bearing liabilities was 8.294 billion yuan, of which the total amount of debt principal and interest failed to be repaid as scheduled was 3.735 billion yuan.
Dongxu Group Finance Co., Ltd. (hereinafter referred to as the "Finance Company") is an unavoidable topic. In 2018, 2019, 2022 and 2023, Tunghsu Bluesky signed the "Financial Services Agreement" with the finance company, which roughly means that the finance company provides financial services such as fund settlement, credit financing, fund management, and discounting of bank acceptance bills for Tunghsu Bluesky and its subsidiaries. Dongxu Group holds 60% of the equity of the finance company, Dongxu Optoelectronics holds 40% of the shares, and Li Zhaoting is the actual controller of the finance company.
As of the end of June 2023, Tunghsu Blue Sky had 2.892 billion yuan in deposits with the finance company.
According to public information, the debt crisis of Dongxu Group appeared in 2019, and on September 29, 2022, the creditor committee of Dongxu Group also voted to approve the "Financial Debt Restructuring Plan of Dongxu Group". In November 2019, liquidity risks occurred in the finance company, resulting in restrictions on the withdrawal of large deposits in the finance company.
Tunghsu Blue Sky stated in the announcement on September 30, 2022 that the finance company, as a holding subsidiary within the scope of the consolidated statements of Tunghsu Group, participated in the debt restructuring in parallel. The company's deposits in the finance company are not financial debts and are not applicable to the debt restructuring plan. The implementation of the restructuring plan by the financial company will help it alleviate liquidity risks, restore market credit, improve financing capabilities, and meet the withdrawal needs of listed companies. However, the specific withdrawal arrangements of listed companies still need to be determined in combination with the subsequent operation and capital situation of the financial company.
In terms of pledge, according to the third quarter report of 2023, all 580 million shares of Tunghsu Blue Sky held by Tunghsu Group have been frozen.
Dongxu Optoelectronics expects a loss of 1 billion yuan to 1.4 billion yuan in 2023
Dongxu Optoelectronics is the same, originally scheduled to disclose the "2023 Annual Report" and "2024 First Quarter Report" on April 27, and later postponed the disclosure time to April 30, but on April 30, it also failed to make an appointment, saying that due to the failure to complete the verification and verification procedures involving financial information and other related important matters in the annual report, the company could not disclose the 2023 annual report within the statutory time limit, and because the beginning of the period could not be determined, it could not disclose the first quarter report of 2024 at the original time.
On the disk, Dongxu Optoelectronics directly "fell to the limit" on April 30, and 820,000 chips were queuing up at the closing price of the fall limit, and Dongxu B (200413.SZ) also echoed the fall limit. According to public information, the listing date of Dongxu Optoelectronics is September 25, 1996, and the main business is photoelectric display manufacturing and new energy vehicle manufacturing, and Dongxu Group holds 20.72% of Dongxu Optoelectronics.
According to Dongxu Optoelectronics' forecast, the company expects a loss of 1 billion yuan to 1.4 billion yuan in 2023, a non-net profit loss of 1.2 billion yuan to 1.6 billion yuan, an operating income of 4.6 billion yuan to 5.5 billion yuan, and an operating income of 4.3 billion yuan to 5.2 billion yuan after deduction.
Dongxu Optoelectronics said that the overall performance loss of the company's main business continued to narrow, reflecting the company's vigorous implementation of cost reduction and efficiency increase, regulation and control of various expense budgets, and the implementation of refined management has achieved certain results. In addition, the company's annual revenue decreased compared with the same period last year, mainly due to the shrinking orders of the company's construction and installation engineering business and new energy vehicle business segments, and the overseas market business of new energy vehicles is still in the accumulation stage and has not formed a market scale.
In fact, Dongxu Optoelectronics has also been in a state of loss for a long time, such as a loss of 1.523 billion yuan in 2019, a loss of 3.403 billion yuan in 2020, a loss of 2.8 billion yuan in 2021, and a loss of 1.646 billion yuan in 2022.
In 2021 and 2022, the audit opinions of Dongxu Optoelectronics' annual reports are also "qualified opinions".
The balance of Dongxu Optoelectronics' deposits in the finance company was 7.826 billion yuan
According to public information, Dongxu Optoelectronics was listed on September 25, 1996, with 20.72% of the shares held by Dongxu Group, and the company's main business is photoelectric display manufacturing and new energy vehicle manufacturing.
Dongxu Optoelectronics used to be called Jewel A, and its name was changed on January 3, 2014. At the beginning, the controlling shareholder of Gem A was Gem Group, and the actual controller was Shijiazhuang State-owned Assets Supervision and Administration Commission. However, in November 2011, the shareholding structure of Gem Group was changed, Dongxu Group intervened, and Li Zhaoting became the new actual controller of Gem A. After a series of operations, Dongxu Group became the controlling shareholder of Dongxu Optoelectronics in the first half of 2013.
After the "Dongxu system" came in, there were also a series of capital operations, such as private placement. Dongxu Optoelectronics has completed many private placements, and the amount is huge, such as the private placement completed in 2015, and the actual net fundraising reached 7.941 billion yuan.
According to the third quarter report of 2023, the 915 million shareholder held by Dongxu Group, Asahi Optoelectronics, has been frozen.
Similar to Dongxu Blue Sky, Dongxu Optoelectronics has also signed a "Financial Services Agreement" with the finance company since 2017, the difference is that Dongxu Optoelectronics holds 40% of the financial company's shares. As of June 30, 2023, the balance of Dongxu Optoelectronics' deposits in the finance company was 7.826 billion yuan. Dongxu Optoelectronics said that the financial company has not effectively solved the liquidity problem, resulting in the company's large withdrawal of deposits in the financial company is still restricted. From January to June 2023, Dongxu Optoelectronics has achieved a total withdrawal of 63.4443 million yuan from the financial company.
According to the relevant data, the finance company officially opened in January 2017. As of June 30, 2023, the total assets of the financial company were 27.982 billion yuan, the total liabilities were 24.038 billion yuan, and the total owner's equity was 3.943 billion yuan. From January to June 2023, the finance company achieved a cumulative interest income of 10 million yuan, a total profit of -168 million yuan, and a net profit of 169 million yuan. As of June 30, 2023, the company's bill acceptance balance and total assets accounted for 10.24%, the balance of acceptance bill margin did not exceed 10% of the total deposits, the total investment was not higher than 70% of the net capital, and the net fixed assets were not more than 20% of the net capital, which met the regulatory requirements, and the other indicators did not meet the regulatory requirements.