After the completion of the restructuring, the company will increase the revenue of communication equipment, and the sustained profitability of the listed company will be enhanced
Divison, which switched from communications to smart city business, tried to save itself.
On May 29, Di Wei Xun announced that the company intends to acquire 75.3977% of the equity of Win-Win Weiye held by the counterparties Zhou Minghua, Li Ruilin, Qiu Cuiping, Xian Ran, Zhongying Zaide, Wuhu Jiuan, Jinyuan Fengyuan, Xia Yun, Fan Guangyu, Jinyuan No. 3, Jiuan Investment, Jiuan Equity, Changsha Sot, Liu Jianwei and Huang Yongkai by a combination of issuing shares and paying cash, and at the same time intends to raise supporting funds from the non-public issuance of shares of no more than 5 qualified specific targets.
The Beijing News reporter noted that the controlling shareholder of Divison was included in the list of abnormal operations by the industry and commerce department, and the controlling shareholder also withdrew from the list of shareholders of many companies.
In the view of Shen Meng, executive director of Chanson Capital, the business foundation of Divison is not solid enough, there is a lack of long-term growth space after listing, and the actual controller is constantly blindly transforming and pursuing capital operation. Lai Yang, an expert in the field of ppp, said that the ppp model used by Divison to carry out smart cities has a long return cycle and a large investment amount, and the company needs to pay attention to cash flow.
On June 6, the reporter repeatedly called the telephone number of the securities department and the secretary of the board of directors of Divison and could not be connected, and his email reply only said that he did not know much about the operation of Beijing Ance, and had transferred the email to the major shareholder and waited for the other party to reply.
Proposed acquisition of win-win equity The company is expected to be reborn
According to the official website, Di Wei Xun was established in 2001 and listed on the domestic A-share GEM in 2011, and its main business areas include smart education, smart pipe corridor, smart security, video conferencing, smart safety supervision, smart construction site, grid management and other fields.
From the perspective of the composition of the main business income, after the completion of this transaction, the income structure of the listed company will change significantly, the company's new communication equipment revenue, accounting for 82.93% of the main business income, the listed company's original comprehensive information construction income and park construction income accounted for 15.40% and 1.67% of the main business income from 90.23% and 9.77% respectively.
Divison said that after the completion of the transaction, the target company will become a holding subsidiary of the listed company. Through this transaction, the listed company will strengthen the complementary advantages with the target company, exert synergy effects, combine cloud computing, edge computing and transparent computing, and provide customers with one-stop overall solutions and products based on core smart video technology and smart IoT technology, and further enhance the competitiveness of listed companies in the construction of smart cities. At the same time, this transaction will help give full play to the advantages of each party's respective segments, improve the overall efficiency of operating resource utilization, and enhance the sustainable profitability of the listed company.
According to the 2018 annual report, Divison achieved a net loss attributable to the mother of 162 million yuan, which the company said was mainly due to the delay in the promotion of the company's construction projects, so the revenue recognition amount and net profit in the reporting period fell more year-on-year. At the same time, due to changes in the company's business strategy and market conditions, the company's provision for bad debts increased compared with the same period last year.
Personnel changes of Di Wei Xun Ji Hong served as the chairman of the board
At present, the cash flow generated by Divison's operating activities has been negative for 3 consecutive years. According to the annual report, the net cash flow generated by divison's operating activities from 2016 to 2018 was -113 million yuan, -58.8162 million yuan and -6.8409 million yuan, respectively.
Lai Yang, an expert in the field of ppp and executive vice president of the Beijing Business Economics Association, told reporters that the return cycle is long, the amount of investment is large, and the return on investment is stable is the common feature of the ppp model, and the return cycle of a ppp model may be as short as 1-3 years, or as long as 15-20 years.
Today, all the shares of the company held by the controlling shareholders of Divison have been frozen, and not long before this, the controlling shareholders of Divison have suffered a strong liquidation.
On May 20, 2019, Divison announced that due to the recent irrational fluctuations in the company's stock price, from January 25 to May 16, 2019, some of the shares pledged by Beijing Ance involved a default, and because it took a certain amount of time for Beijing Ance to dispose of asset recovery funds, it failed to raise sufficient margin within the specified time to constitute a default, and the above-mentioned securities companies took measures to recover the principal and interest.
Before the above-mentioned passive reduction, Beijing Ance held 36.94% of the company's shares. After this passive reduction, Beijing Ance holds 35.86% of the company's shares.
The reporter found in the national enterprise credit information publicity system that Beijing Ance, the controlling shareholder of Di Weixun, was included in the list of abnormal operations by the Haidian Branch of the Beijing Municipal Bureau of Industry and Commerce on April 15, 2019, because the registered residence or business premises could not be contacted.
On June 9, the Beijing News reporter came to 1314a, 13th Floor, Building 4, No. 1 Courtyard, Shangdi 10th Street, Haidian District, Beijing according to the address registered by Beijing Ance, the door of the office was locked, and no one answered after knocking on the door many times, and the name of "Nanjing Kaidi Information Technology Co., Ltd." was hung outside the door, and there was no information about Beijing Ance. The office staff next door confirmed to reporters that the office was indeed 1314a, but it was not clear which office company.
The reporter found on the China Enforcement Information Disclosure Network that Ji Gang, the actual controller of Di WeiXun, was included in the list of "restricted consumption personnel" by the Zhuhai Intermediate People's Court on August 27, 2018, and due to the application of Guangdong Yangming Yude Education Investment Co., Ltd. for the execution of the construction project contract dispute, Ji Gang was not allowed to implement high consumption and consumption behaviors that were not necessary for life and work.
On May 16, Divison issued an announcement that due to the company's strategic development needs, Ji Hong was elected as the chairman of the company, and Mr. Ji Gang was elected as the vice chairman of the company, and he also served as the general manager and financial person in charge of the company. After this change of position, the controlling shareholders of Beijing Ance Company, Ji Hong and Ji Gang are sister-brother relations, and Ji Gang is still the actual controller of the listed company.
Beijing Ance, the controlling shareholder of Divison, is still shrinking and selling assets.
The Beijing News reporter inquired about industrial and commercial information and found that Beijing Ance, the controlling shareholder of Divison, had withdrawn from the equity of a number of holding and shareholding companies in 2018.
On June 21 and 25, 2018, Beijing Ance successively sold the equity of Guangzhou Wonderful Lohas Trading Co., Ltd. and Guangzhou Fangshun Changtai Equipment Leasing Service Co., Ltd. In July 2018, Beijing Anze successively sold the equity of Shenzhen Divi Smart City Industrial Park Management Co., Ltd. and Shenzhen Anze Hengchang Trading Co., Ltd. On September 27, 2018, Beijing Ance sold the equity of Shenzhen Aerospace Huatuo Technology Co., Ltd.
Dewisson denied a year-end raid to adjust profits
According to the financial report, in the first three quarters of 2017, Di Wei Xun had a net loss of 775,600 yuan, deducting a net loss of 2.3143 million yuan. However, on December 30, 2017, Di Wei Xun announced that ZTO Wisdom used its assets to repay the debt to Di Wei Xun, with a total debt total of about 29.64 million yuan.
For the above-mentioned debt restructuring agreement, the Shenzhen Stock Exchange issued a letter of concern, asking Di Weixun to explain the amount of the impact of the debt restructuring on the company's profit in 2017, and whether the transaction price was fair, whether there were other interest arrangements, and whether there was a surprise adjustment of profits at the end of the year. Divison then replied that there was no year-end surprise adjustment of profits.
On January 31, 2018, Divison disclosed that the company expects to achieve a net profit of 9 million yuan - 17.8 million yuan, which is due to the completion of the acquisition of Hangzhou Jingcan Construction Labor Service Co., Ltd. by Divison, and the construction service business undertaken by the company in 2017 has a certain role in improving the company's profits.
However, when the company disclosed the 2017 annual report later, The net profit attributable to the mother in 2017 was only -5.85 million yuan, which was related to the above debt restructuring. Di Weixun explained that in the process of annual review, the accountants suggested that the anhui Zhongtong asset debt payment business and inventory impairment provision be adjusted, of which the Anhui Zhongtong asset debt payment business dialed back the impairment provision of 15.2199 million yuan, affecting the net profit of about 12.9369 million yuan; the inventory impairment provision amount was 9.1407 million yuan, affecting the profit of about 7.7697 million yuan.
This is not the first time that Divison has seen a change of face in performance.
On December 31, 2014, Divison disclosed an administrative penalty decision. According to the decision, during the three-year period from 2010 to 2012, divinity has inflated operating income and operating profit, of which, in 2012, Divison inflated operating income by 3.4047 million yuan and operating profit by 3.4047 million yuan. In 2011, The operating income of Diweixun was 7.6624 million yuan, and the operating profit was inflated by 7.6624 million yuan. In 2010, Di Wei Xun inflated its operating income by 12.3183 million yuan and its operating profit by 12.3183 million yuan. The CSRC ordered him to make corrections, gave him a warning, and imposed a fine of 600,000 yuan.
Not only that, Divison once said in the 2013 performance express report that the company achieved an operating profit of 20.4732 million yuan and a net profit of 23.0704 million yuan, but in the subsequent official annual report, the net profit attributable to the mother of Divison was only 5.2152 million yuan. In 2015, Divison said in the 2014 performance express report that the company achieved a net loss of 3.9446 million yuan that year, but the loss in the company's official annual report expanded to 9.358 million yuan.
Li Jian, a lawyer at Zhejiang Yufeng Law Firm, analyzed to the Beijing News reporter that the performance of listed companies usually has two consequences, one is a normal business risk and market risk, investors can only consider themselves unlucky, and the other is determined by the regulatory authorities to be illegal and illegal in information disclosure, if the CSRC determines that the listed company's information disclosure is illegal and makes administrative penalties, investors whose rights and interests are damaged can sue the listed company for compensation according to law. If it is only a regulatory measure or a sanction, reprimand, etc., according to the judicial interpretation of the misrepresentation, the injured investor cannot claim compensation.
Li Jian said that in recent years, there have been repeated changes in performance, on the one hand, it is indeed caused by factors such as operating risks and market risks, on the other hand, because the cost of such letters is very low, many listed companies are not satisfied with this. "The law enforcement standards of securities regulatory departments in various places are not uniform, and only a few listed companies have been punished and claimed by investors for illegal disclosure of information on performance change."
Beijing News reporter Lin Zi [email protected]