Source: Yangtze River Business Daily
Yangtze River Business Daily reporter Cai Jia
At the critical point in time to promote the restructuring, Biochem (603360.sh) was fined for the non-operating capital occupation of related parties.
According to the decision on administrative regulatory measures, from May 2020 to February 2021, Biochem paid a total of 31 million yuan to Dalian Yourui Chemical Trading Co., Ltd. (hereinafter referred to as "Dalian Yourui") in the form of raw material advance payment, and transferred it to the account of the affiliate company on the same day or within a short period of time after the advance payment was recorded, but the above payment was not paid for the corresponding goods.
The reporter of Changjiang Business Daily noted that Dalian Yourui and Baiao Chemical were also controlled by Liu Xianwu. However, the above-mentioned transaction constitutes the non-operating capital occupation of related parties, and the company has not performed the deliberation procedures of the board of directors and failed to disclose information in a timely manner, which constitutes a violation. Biochem, its actual controller Liu Xianwu and its financial director Wang Xiliang were respectively subject to regulatory measures of issuing warning letters.
It is worth mentioning that in June this year, Biochem launched a restructuring plan to acquire 100% of the equity of Dalian Hui Yuxin from a related party to achieve control of 100% of the equity of the AMERICAN disinfection and sterilization product clearon. However, due to the unstable profitability of the target and the continued insolvency, the transaction was closely watched by the regulatory authorities, and the Shanghai Stock Exchange issued an inquiry letter on the acquisition at the end of July. Up to now, Biochem has not responded to the regulatory inquiry letter, and there is no latest progress in this restructuring.
Three transfers of advance payments to related parties were not disclosed in a timely manner
Due to the problem of non-operating funds occupied by related parties, Biochem received fines from the regulatory authorities.
A few days ago, Biochem disclosed that the company received a decision on administrative supervision measures issued by the Dalian Supervision Bureau of the China Securities Regulatory Commission. After investigation, between May 2020 and February 2021, Biochem paid 11.5 million yuan, 10 million yuan and 9.5 million yuan to Dalian Yourui Chemical Trading Co., Ltd. in the form of raw material advance payment, and transferred it to the account of the affiliated company on the same day or within a short period of time after the advance payment was recorded.
The above payment did not have the corresponding goods delivered, and Dalian Yourui Chemical Trading Co., Ltd. returned the advance payment of 11.5 million yuan, 10 million yuan and 9.5 million yuan on October 30, 2020, December 31, 2020 and March 31, 2021 respectively.
The total amount of the above transactions was 31 million yuan, accounting for 3% of the net assets attributable to the shareholders of the listed company at the end of 2019. As of now, the company has received all the returned funds.
The Dalian Securities Regulatory Bureau believes that the above-mentioned transaction essentially constitutes the non-operating capital occupation of related parties. Biochem did not perform the deliberation procedures of the board of directors and did not disclose information in a timely manner.
In accordance with the relevant regulations, the Dalian Supervision Bureau decided to take regulatory measures against Baiao Chemical by issuing a warning letter. Liu Xianwu, as the actual controller and chairman of Biochem, has the main responsibility for the above matters, Wang Xiliang, as the financial director of Biochem, has direct responsibility for the above matters, and the Dalian Supervision Bureau has also taken regulatory measures to issue warning letters to the two.
The Yangtze River Business Daily reporter noted that in this incident, Dalian Yourui, which received an advance payment of 31 million yuan for raw materials from Biochem, was also controlled by Liu Xianwu, the actual controller of Biochem.
According to Tianyan, Dalian Yourui was established in 2014 as a wholly-owned subsidiary of Dalian Lianyun Investment. Da Lian Yun Investment is the controlling shareholder of Bai Ou Chemical, and Liu Xianwu holds 95% of the equity of Da Lian Yun, forming a control over Bai Ou Chemical.
In the above transaction, Liu Xianwu transferred an advance payment of 31 million yuan to the same control company, Dalian Yourui, through Biochem, without delivering the corresponding goods. Although the above funds have been fully returned, Biochem has previously issued an explanation of the capital occupation of controlling shareholders and other management parties in 2020, showing that there is no non-operating capital occupation of Biochem's major shareholders and their subsidiaries during the reporting period. Now the regulator has detected his "left hand to right hand" behavior and has not disclosed it, which has caused violations.
The subject matter of the restructuring is continuing to be insolvent
According to the data, Biochem is mainly engaged in the research and development, production and sales of raw agents for isothiazolinone industrial fungicides. At present, the total production capacity of industrial fungicides exceeds 30,000 tons, and has become the largest production capacity of isothiazolinone industrial fungicide raw agents in China and even In Asia.
Since the core product isisothiazolinone industrial fungicide accounted for more than 98% of the company's revenue, the profitability of Biochem is also closely related to the sales and profit level of the product.
After landing on the main board of the Shanghai market in February 2017, the profitability of Biochem showed an overall growth trend. From 2017 to 2019, Biochem achieved operating income of 410 million yuan, 528 million yuan and 872 million yuan respectively, an increase of 5.37%, 28.71% and 65.08% year-on-year, and net profit of 100 million yuan, 145 million yuan and 307 million yuan, an increase of 2.03%, 44.8% and 111.31% year-on-year.
Last year, under the influence of the epidemic, the industrial fungicide business fluctuated greatly, and in 2020, Biochem achieved operating income of 750 million yuan, a year-on-year decrease of 14.3%; net profit was 222 million yuan, a year-on-year decrease of 27.72%. In the first three quarters of this year, Biochem achieved operating income of 692 million yuan, an increase of 22.07% year-on-year; net profit of 160 million yuan, a year-on-year decrease of 10.44%.
In order to find new profit growth points, in June this year, Biochem launched its first restructuring after listing, and intends to purchase 100% of the equity of Dalian Hui Yuxin held by related parties and Sheng Group by paying cash.
Dalian Hui Yuxin holds 100% equity of Hui Yuxin in the United States, Hui Yuxin in the United States holds 100% of the equity of clearon, Dalian Hui Yuxin and The United States Hui Yuxin have no actual business operations, clearon is mainly engaged in the research and development, production and sales of organochlorine preparation products for disinfection and sterilization, Andao Chemical will eventually obtain 100% equity of clearon, with consumer-grade disinfection and sterilization products, and will obtain a long-standing consumer goods brand in the United States. Broaden the sales channels of listed companies in the United States and promote the entry of cliffron products into the Chinese market.
However, from the current financial data, dalian Huiyuxin's profitability is not stable. From 2019 to the first quarter of 2021, Dalian Hui Yuxin achieved operating income of 630 million yuan, 637 million yuan and 204 million yuan, and net profit of -97.4096 million yuan, -44.4238 million yuan and 18.0068 million yuan, respectively. At the end of each reporting period, the owner's equity of Dalian Hui Yuxin was -26.7325 million yuan, -94.0635 million yuan and -56.6348 million yuan, respectively, and continued to be insolvent.
Shortly after the disclosure of the restructuring plan, Biochem received an inquiry letter from the Shanghai Stock Exchange, inquiring in detail about the reasons for the previous loss of the target assets, the reasonableness of the turnaround in the first quarter, the reasons for the continuous negative net assets, and the pledge of all the shares of clearon. However, after many postponements, At present, Biochem has not responded to the inquiry letter, and there is no latest progress in this restructuring.