Thunder rolls in! Ray of Hoau Software may not be finished

Reporter Zhang Yu

Following the revelation that Chairman Shao Xue was investigated and retained on suspicion of bribery. Huayu Software (300271.SZ) was also exposed that the company itself was suspected of violating discipline and violating the law by bribery by the unit and was investigated and investigated. Under the thunder, The stock price of Huayu Software fell by nearly 40%.

It is worth noting that the thunder of Hoau Software may not be finished! The "Investment Express" reporter noted that the accounts receivable and goodwill of Huayu Software accounted for nearly 60% of the company's net assets. In addition, the company may also be investigated for suspected letter violations, investor claims, etc.

Get punched in the face! Huayu Software was suspected of bribery by the unit and was filed for review

Following the revelation that Shao Xue, the actual controller and chairman of the board of directors of the company, was investigated and retained on suspicion of bribery. Huayu Software was also exposed that the company was suspected of bribery by the unit and was filed for review. On the evening of September 1. Huayu Software issued an announcement that the Beijing Municipal Commission of Supervision decided to file a case for review/investigation of the company's suspected unit bribery of discipline/law violations. The "Investment Express" reporter noted that in the previous announcement, Huayu Software also claimed that "the investigation is only for the chairman of the board of directors and has nothing to do with the company."

On the evening of August 29, Huayu Software announced that on March 22 this year, Shao Xue, the chairman and general manager of the company, filed a case for investigation into the illegal issue of suspected bribery, and since March 21, 2021, he has been in lien. The strange thing is that the company is "secretive" about this. It was not until the end of August that "the company has not received the opinion of Mr. Shao Xue, chairman of the board, on the proposal related to the 2021 semi-annual report, and Mr. Shao Xue will not be able to perform the duties of a director on the board of directors". However, in the announcement, Huayu Software claimed that the chairman Shao Xue's investigation into the illegal issue of suspected bribery was only aimed at Shao Xue personally and had nothing to do with the company.

As for why it was "secret and not announced" before, Huayu Software said that the incident is still in the investigation stage of the relevant departments. Since as of the current meeting of the board of directors, there has been no situation in which Mr. Shao Xue cannot perform his duties, combined with the relevant legal provisions, it is argued that this matter has not constituted a major event that the company needs to disclose. But everyone seems to accept such an "explanation". On August 30, the Shenzhen Stock Exchange issued a letter of concern to Huayu Software, requesting additional disclosure of the information that the company and Shao Xue's family have so far on the specific matters of Shao Xue's suspected bribery, and the basis and reasonableness of the company's judgment that the relevant matters are "only for Mr. Shao Xue's personal and have nothing to do with the company".

In the early morning of September 2, Hoau Software disclosed the "Reply to the Letter of Concern of the Shenzhen Stock Exchange". In response to the question of "please supplement the information that your company and Shao Xue's family have so far on the specific matters of Shao Xue's suspected bribery, and the basis and reasonableness of the company's judgment that the relevant matters are 'only for Mr. Shao Xue's personal and have nothing to do with the company'", Huayu Software replied that on March 22, 2021, Shao Xue's family and the company successively received the "Notice of Retention" and the "Notice of Case Filing" from the Beijing Municipal Commission of Supervision, and Shao Xue was investigated for suspected illegal bribery. It has been under lien investigation since March 21, 2021.

As for why it was not disclosed until 5 months later, Huayu Software said in its reply that at about 17:00 on the afternoon of March 22, two staff members of the Beijing Municipal Commission of Supervision came to the company to deliver the "Notice of Retention in Custody" and the "Notice of Case Filing", and the two staff members of the company received and learned about Shao Xue's lien investigation. Comprehensively considering the provisions of national laws and regulations, the actual situation of the company's operation, the actual situation of Shao Xue's performance of duties, etc., in order to ensure the smooth operation of the company, the company did not disclose the matters of Shao Xue's lien in custody.

Since Shao Xue was investigated for suspected bribery and the announcement of lien was released, the stock price of Huayu Software has fallen by nearly 40%. The market capitalization also fell to less than 10 billion. The data shows that on August 30, the stock price of Hoau Software fell to a stop (-19.98%); On August 31, the stock price fell by 11.75%; On September 1, the stock price shrank by 4.01%; The cumulative decline in 3 trading days reached 32.33%. On the evening of September 1, after the company punched itself in the face! On September 2, the stock price of Huayu Software jumped again, and the closing price of the day fell by 8.47%. Over the past four trading days, the company's stock price has fallen by 38.06%. The market capitalization also fell to only 9.32 billion yuan.

Hoau Software or Ray?

Before this explosion, the performance of Hoau Software was still remarkable. According to the semi-annual report, the company achieved revenue of 2.154 billion yuan in the first half of the year, an increase of 157.04% year-on-year; Achieved a net profit attributable to the mother of 215 million yuan, an increase of 1190.39% year-on-year; After deducting non-profit, it was still 204 million yuan, a year-on-year increase of 2702.88%.

Good performance has attracted Many institutions to buy or increase holdings. According to the data, Xingquan Trend Investment Hybrid and CITIC Securities Excellent Growth held two years of collective asset management plan two institutions in the second quarter of the new holding of 14.5481 million shares and 14.3497 million shares of Hoau Software. In addition, the National Social Security Fund 418 Portfolio increased its holdings in the company by 4.0378 million shares. However, Xingquan Business Model Preferred Hybrid (LOF) reduced its holdings by 5.7739 million shares in the second quarter.

In fact, compared with the first quarter, in the second quarter, institutional funds can be described as a significant increase in Huayu software. According to Oriental Wealth Choice data, in the first quarter, the number of funds holding Hoau Software was only 10, accounting for 3.61% of the outstanding shares; In the second quarter, the number of fund companies became 58, accounting for 7.36% of the outstanding shares. From this point of view, the explosion of Huayu software is not only a heavy loss for retail investors, but also a tragic "suffocation" for institutions.

It is worth mentioning that in November last year, China Mobile Capital Holdings Co., Ltd. acquired 41 million shares of Huayu Software held by Shao Xue, Ren Gang and Wang Lili, becoming the second largest shareholder of Huayu Software. At that time, the transfer price was 22.11 yuan per share, and the total transaction consideration was 906 million yuan, calculated according to the company's closing price of 11.13 yuan on September 2, China Mobile Capital had lost nearly 50% of its stake in Huayu Software in the past 10 months.

It should be noted that the thunder of Hoau Software may not be finished! The "Investment Express" reporter noted that as of the end of June 2021, the company's accounts receivable (2.278 billion yuan) + goodwill (1.661 billion yuan) have accounted for nearly 60% of the company's net assets. Nearly 80% of the company's goodwill was formed by the acquisition of Lianyi Technology in 2017. The mutual counterparty promised that the total net profit in 2017-2019 would not be less than 330 million yuan, and in 2019, Lianyi Technology completed the three-year commitment with a completion rate of 100.62%.

However, just after the commitment period, the revenue and net profit of Lianyi Technology in 2020 will "change face". According to the disclosure, in 2020, Lianyi Technology achieved operating income of 561 million yuan, down 20.76% year-on-year, and net profit of 0.63 billion yuan, less than half of 2019. In the first half of 2021, Lianyi Technology only achieved operating income of 118 million yuan and net profit of 0.04 billion yuan. Looking at it this way, the company may still have thunder.

In addition, some lawyers said that the actual controller, chairman and general manager of Huayu Software were investigated and liened by the Supervision Commission on suspicion of bribery, which belonged to the "major events" stipulated in Article 80 of the Securities Law, and the listed company was suspected of violating the letter approval for more than five months, and may also be investigated by the CSRC for suspected letter approval violations or false statements, and investor claims. It is also understood that there are already lawyers representing investor claims to carry out pre-registration of investor claims.

Attached: The chairman of the board of directors was filed a case a few months ago to conceal it?

Huayu Software plummeted, and lawyers prompted shareholders to claim the application conditions

Recently, the stock price of A-share listed company Huayu Software (300271) has fallen sharply for several days, and yesterday it hit a three-year low of 11.13 yuan per share, and the market value evaporated billions of yuan in just a few days. Some insiders pointed out that the occurrence of a huge loss for investors is most likely related to a "major event" announced by the company a few days ago. Wu Lijun, a senior stock claim lawyer at Shanghai Oriental Cambridge Law Firm, said that Huayu Software has been suspected of violating laws and regulations, and its team has begun to accept claims from relevant damaged investors, and shareholders who bought and held the shares between March 21 and August 29, 2021 can add WeChat jitisu315 to send names, telephone numbers, stock names, and quantities to submit compensation applications to prepare for prosecution according to law.

The chairman of the board of directors was filed and concealed

On the evening of August 29, 2021, Hoau Software announced that the company did not receive the opinions of the chairman and general manager Shao Xue on the proposal related to the 2021 semi-annual report, and Shao Xue will not be able to perform the duties of a director in this board of directors. On March 22, 2021, the Company received a notice from the Beijing Municipal Commission of Supervision to open an investigation into Shao Xue's suspected illegal bribery and imposed a lien on him since March 21, 2021. It is understood that the above situation is only for Shao Xue's personal, has nothing to do with the company, and the current operation order of the company and its subsidiaries is normal.

The next day, the company received a letter of concern from the Shenzhen Stock Exchange, requesting the company to supplement the disclosure of the information obtained by the company and its family on the specific matters of Shao Xue's suspected bribery, the basis and reasonableness of the company's judgment that the relevant matters were "unrelated to the company", the reasons for the failure to disclose in a timely manner and whether it was compliant, and pointed out that the company disclosed the first quarter report of 2021 and the 2020 annual report in April this year, and the announcement showed that Shao Xue could not attend for "reasons", but as a director of the company, he signed and confirmed the relevant documents. Please indicate whether there are any material omissions in the company's previous relevant board resolutions, periodic reports and announcements, and whether the signature of the filing documents is true.

According to public information, Huayu Software was founded in 2001 and listed in October 2011, mainly for the development and service of e-government systems for customers in the fields of government, courts, procuratorates and other fields. As the soul of Huayu Software and the actual controller of the company, Shao Xue has been the chairman of the company since 2003 and currently holds 13.21% or 110 million shares of the listed company.

According to The statement of Huayu Software, in the regular report in April this year and the announcement of several board resolutions since then, the absent Shao Xuedu authorized the director Zhao Xiaoming to participate in and exercise his voting rights, as of August 27, there was no Shao Xue's inability to perform his duties, and the company had previously argued that the matter did not constitute a major event that the company needed to disclose. Until August 31, Hoau Software still insisted that after self-examination, the company did not violate the fair disclosure of information, and in addition to the content that needed to reply to the letter of concern, there was no need to supplement or correct the information disclosed by the company in the previous period.

These shareholders can prepare for claims

But in the eyes of legal professionals, the company's argument does not hold up.

Wu Lijun, a senior stock claims lawyer at Shanghai Oriental Cambridge Law Firm, pointed out that according to Article 80 of the new version of the Securities Law, when "the company's controlling shareholders, actual controllers, directors, supervisors and senior management personnel are suspected of committing crimes and have been subjected to compulsory measures in accordance with the law", and other major events that may have a greater impact on the listed company and the stock price, investors have not yet learned of it, the company should immediately submit an interim report to the CSRC and the exchange and make an announcement to explain the cause, current status and possible legal consequences of the incident. As early as March 22 this year, the company already knew about the major matters of Shao Xue's investigation and retention, but it was not disclosed in a timely manner according to law, causing major losses to investors and should bear the liability for compensation.

Shareholders are even more resolute in not buying the words of listed companies. On the interactive platform of the Shenzhen Stock Exchange, there have been a number of messages about the chairman being investigated, questioning why the company has delayed announcing the incident. Some investors pointed out that the company's performance is beautiful, but the stock price has been sluggish, is there any potential risk to the company?

According to the Securities Law and relevant judicial interpretations, investors may file a civil compensation lawsuit on the grounds that they have been infringed by false statements due to losses caused by material information disclosure violations. Lawyer Wu Lijun suggested that investors of Huayu shares can add micro jitisu315 to join the collective lawsuit to obtain compensation. According to the report, Huayu Software achieved revenue of 2.154 billion yuan in the first half of this year, an increase of 157.04% year-on-year, and achieved a net profit of 215 million yuan, an increase of 11.9 times year-on-year. The beautiful performance is in sharp contrast with the weak stock price trend. Since the record high price of nearly 34 yuan on February 24, 2020, the stock price of Hoau Software has been falling endlessly, and has fallen by more than 60% so far, and the market value has evaporated by more than 18 billion yuan. (Reporter Fei Guohai)