Soling shares 2 yuan to acquire loss-making assets to expand business, reorganization completed two years to earn 41.4 million, there are still pending lawsuits

Yangtze River Business Daily News ● Yangtze River Business Daily reporter Xu Jia

After the completion of the reorganization, Soling shares (002766. SZ) rarely implements foreign investment.

On May 14, Soling disclosed its asset acquisition plan. The company and the designated shareholding platform plan to acquire 47.5808% and 9.5045% of the shares of Wuhu Yunmu Electronic Technology Co., Ltd. (hereinafter referred to as "Yunmu Technology") at a price of 1 yuan respectively, with a total transaction price of 2 yuan. After the completion of the transaction, Soling will hold 59.0674% of the equity of Yunmu Technology through direct and indirect shareholding, and become the controlling shareholder of Yunmu Technology.

The Yangtze River Business Daily reporter noticed that Yunmu Technology, the subject of this transaction, was insolvent. In the first quarter of 2023 and 2024, Yunmu Technology will lose 11.9893 million yuan and 3.2479 million yuan respectively. As of the end of March 2024, the total assets of Yunmu Technology are 5.0333 million yuan (consolidated), and the equity attributable to the owners of the parent company is -4.104 million yuan.

Further meeting the needs of the company's future business development and market expansion is the main reason for Soling Co., Ltd. to acquire a controlling stake in Yunmu Technology.

At the end of 2021, the company completed the reorganization, and in 2022 and 2023, the cumulative net profit attributable to shareholders of listed companies (net profit, the same below) was 41.3955 million yuan, and the performance is still gradually recovering.

However, due to the problem of illegal disclosure in the past, Soling shares still have unresolved disputes over liability for securities misrepresentation. As of March 2024, 125 investors have filed a lawsuit with the Shenzhen Intermediate People's Court for securities misrepresentation liability disputes, involving a lawsuit amount of 13.0079 million yuan.

The proposed target is insolvent due to continuous losses

According to the announcement, Soling Co., Ltd. and its designated shareholding platform Wuhu Lingyun Technology Partnership (Limited Partnership) (hereinafter referred to as "Lingyun Partnership") and Wuhu Chery Technology Co., Ltd. (hereinafter referred to as "Wuhu Chery") reached an agreement on the acquisition of Yunmu Technology.

In this transaction, Wuhu Chery transferred its 48.01002 million yuan (47.5808%) and 9.5902 million yuan (9.5045%) shares of Yunmu Technology to Soling shares and Lingyun Partnership at a price of 1 yuan, with a total transaction price of 2 yuan.

According to the data, Soling Partnership was established in January 2024, with Wuxi Soling Technology Co., Ltd. and Shenzhen Soling Investment Co., Ltd. holding 99% and 1% of the shares respectively. The counterparty of this transaction, Wuhu Chery, is a wholly-owned subsidiary of Chery Automobile Co., Ltd.

The target company of this transaction, Yunmu Technology, was established in December 2018, and currently Wuhu Chery, Wuhu High-tech Holding Group Co., Ltd., and Soling Co., Ltd. hold 88.1073%, 9.9106%, and 1.9821% of its shares respectively.

After the completion of this transaction, Wuhu Chery's shareholding in Yunmu Technology will be reduced to 31.022%, and Soling will hold 59.0674% of the equity of Yunmu Technology through direct and indirect shareholding, becoming the controlling shareholder of Yunmu Technology, and the shareholding ratio of Wuhu High-tech Holding Group Co., Ltd. will remain unchanged.

However, the Yangtze River Business Daily reporter noticed that Yunmu Technology has been in a state of loss and has become insolvent. According to the data, in 2023, Yunmu Technology will achieve an operating income of 266,800 yuan and a net profit of -11.9893 million yuan, and in the first quarter of 2024, it will achieve an operating income of 0 yuan and a net profit of -3.2479 million yuan.

As of December 31, 2023, the total assets of Yunmu Technology were 6.0935 million yuan, and the equity attributable to the owners of the parent company was -59.7582 million yuan, and as of March 31, 2024, the total assets of Yunmu Technology were 5.0333 million yuan (consolidated), and the equity attributable to the owners of the parent company was -4.104 million yuan.

According to the assessment, the book value of Yunmu Technology's audited total assets is 67.2654 million yuan (parent company), the appraised value is 1.999 million yuan, and the assessed impairment is 65.2664 million yuan, with an impairment rate of 97.03%; The book value of all shareholders' equity value was 61.1979 million yuan, the appraised value was -4.0685 million yuan, and the assessed impairment was 65.2664 million yuan, with an impairment rate of 106.65%.

For the purpose of acquiring Yunmu Technology, Soling only said that this transaction is in line with the company's development strategy, further meets the needs of the company's future business development and market expansion, and gives full play to the resource synergy effect of both parties, which is conducive to enhancing the company's comprehensive competitiveness and promoting the company's sustainable and steady development, and will play a positive role in the realization of the company's strategic goals and future business development.

After the reorganization, it has been profitable for two consecutive years

Since the implementation of the reorganization, Soling shares have rarely implemented foreign investment, and the company's business is still in the recovery stage.

According to the data, Soling has more than 20 years of experience in R&D, production, sales and service of automotive intelligent systems, and provides customers with Internet of Vehicles services and automatic driving systems on this basis. In June 2015, Soling shares were listed on the A-share market.

In April 2019, due to suspicion of violations of laws and regulations, Soling shares were suddenly placed on file for investigation. Since then, Soling shares have been found to have inflated operating income, inflated management expenses, and financial expenses from January 2016 to December 2018, as well as failed to timely disclose loans and guarantees, and the occupation of non-operating funds by the actual controller.

It is worth mentioning that in April 2020, the financial fraud case of Soling shares was also named by the China Securities Regulatory Commission. In 2023, Xiao Xing, the original actual controller of Soling shares, was also sentenced for the crime of illegal disclosure and non-disclosure of important information.

Also in 2020, Soling shares, which were already on the verge of delisting, were applied to the Shenzhen Intermediate People's Court for reorganization by creditors. At the end of 2021, the company's restructuring was completed.

The Yangtze River Business Daily reporter noted that in the two years after the implementation of the reorganization, the profitability of Soling shares has gradually recovered. Flush data shows that from 2018 to 2021, Soling shares lost net profit (deducting non-net profit, the same below) after deducting non-recurring profits and losses for four consecutive years, with a cumulative loss of about 3.415 billion yuan.

In 2022, Soling Co., Ltd. will achieve operating income of 828 million yuan, a year-on-year increase of 8.69%; The net profit and non-net profit were 8.7957 million yuan and 1.0467 million yuan respectively, a year-on-year increase of 101.31% and 100.06%.

In 2023, Soling Co., Ltd. will achieve operating income of 1.26 billion yuan, a year-on-year increase of 52.13%; The net profit and non-net profit were 32.5998 million yuan and 33.5072 million yuan respectively, a year-on-year increase of 270.64% and 3196.27%. In other words, in the two years after the completion of the reorganization, Soling shares have achieved a cumulative net profit of 41.3955 million yuan.

In the first quarter of 2024, Soling Co., Ltd. achieved operating income of 312 million yuan, a year-on-year increase of 47.81%; The net profit and non-net profit were 9.6705 million yuan and 6.8888 million yuan respectively, both of which turned losses into profits year-on-year.

It should be noted that due to the illegal disclosure of information in the past, Soling shares also have a pending securities misrepresentation liability dispute. As of March this year, there are still 125 investors who have filed a lawsuit with the Shenzhen Intermediate People's Court for securities misrepresentation liability dispute without judgment, involving a lawsuit amount of 13.0079 million yuan, and Soling shares according to the 2023 mediation situation and possible compensation ratio of 6.6242 million yuan of pending lawsuits of small and medium-sized shareholders are included in the estimated liabilities and non-operating expenses.