16 times a year “bull stocks” are heavily regulated. What are the dark scenes of cross-border M & A between China and Vietnam to be solved?

Due to the investigation filed by the China Securities Regulatory Commission, on October 21, China potential shares (300526. SZ) opened at the limit price. By the end of the day, there were still 40000 selling orders with a price limit of 78.16 yuan. < p > < p > according to the announcement on the same day of the company, as the company did not have the conditions to issue shares and pay cash to purchase assets during the filing and investigation period, it terminated the purchase of 100% shares of Lianhe ChuangTai Technology Co., Ltd. (hereinafter referred to as “United technology”) and raised matching funds. < / P > < p > since 2019, China submarine has become a “demon king” in the A-share market. The company has repeatedly disclosed the announcement of cross-border acquisition or foreign investment, saying that it intends to enter the hot industries such as 5g, cloud computing and semiconductor. The exaggerated capital operation once made the profit of less than 500000 support the market value of nearly 20 billion, and its share price soared about 20 times in 16 months. < / P > < p > if you often walk by the river, you can’t get wet shoes. The first financial reporter combed the announcement and found that the reason for the investigation of China potential shares may be related to a cross-border acquisition case in March this year. On March 12, the company announced that it had signed a letter of intent with Hefei Datang investment, Hefei Yichao electronics and Hefei Ruihan electronics to purchase 100% equity of Hefei Xinpeng Technology Co., Ltd. (hereinafter referred to as “Hefei Xinpeng”) and 9.05% equity of Hefei Datang Storage Technology Co., Ltd. (hereinafter referred to as Datang storage). < / P > < p > in this multi-party acquisition plan, the goal of Zhongqian shares is very clear — to seek to hold more than 80% of Datang storage. The valuation of Datang storage’s 100% equity given by both parties is 2.7 billion yuan. < / P > < p > what kind of company is worth 2.7 billion yuan? According to the announcement, Datang storage was established in 2018, and its main business is the design and development of memory control chips. The company’s announcement also said that Datang storage is one of the few companies in China that has mastered the commercial highest security level of guomi commercial algorithm chip technology, and its products can be applied in the fields of communication, power, finance, railway, education, cloud computing and industrial control, providing security guarantee for the safe storage of customer data in different industries. < / P > < p > in the past few years, the performance of the share price of China submersible has been mediocre. After catching up with the hot spot of semiconductor plate, from March 12 to 14, the share price of Zhongqian shares recorded a triple board. After a little respite, the company’s share price continued to climb, rising at a surprising speed. As of April 3, China submersible shares reached a record high of 182.75 yuan, which made countless white horse stocks sigh. < / P > < p > the abnormal fluctuation of stock price has also aroused the high attention of supervision. During the whole April, the company received four letters of concern. It needs to be pointed out that on March 17, China National potential Industrial Development Co., Ltd. disclosed the supplementary correction notice on signing the letter of intent for equity acquisition, correcting the above-mentioned equity acquisition proportion, and correcting the proportion of shares to be purchased from Datang storage from 84.116% to 75.065%. And under the supervision of Shenzhen Stock Exchange, Zhongqian shares disclosed the main financial data stored in Datang. The company received regulatory letter due to inaccurate and incomplete information disclosure. At the same time, the Shenzhen Stock Exchange inquired about the relevant conditions of the above acquisition, including whether there is the situation of speculating on the stock price to cater to the hot spots in the market, and whether there is the possibility of change in the plan, etc. < p > < p > what is puzzling is that seven months later, the company announced on October 9 that the above equity acquisition was terminated because the two parties failed to reach an agreement on the main commercial terms. < p > < p > according to Tianyan survey, Zhongqian shares were listed on the gem in 2016 and raised 187 million yuan. The company is a company specializing in the production of marine diving equipment. Its main products are marine diving equipment and high-performance composite materials. The marine diving equipment includes dry diving suit, semi-dry diving suit, wet diving suit, fishing and hunting suit and other supporting equipment. < / P > < p > the main business profitability is worrying, which is the same point of enterprises keen on cross-border M & A. During the four years from 2016 to 2019, the net profit of parent company of China national development potential Co., Ltd. hovered around 30 million yuan, and only two accounting years recorded year-on-year growth in net profit attributable to parent company. < p > < p > in the first half of this year, the profitability of the company further declined. During the reporting period, the company realized a revenue of 105 million yuan, a year-on-year decrease of 54.88%; the net profit attributable to the parent company was 490000 yuan, a year-on-year decrease of 95%; and the net profit loss of the parent company after deducting non-profit was RMB 40.88 million. < / P > < p > the diving suit is not easy to make, and CSB has other ideas. In 2019, the company will try to “transform” and obtain 100% equity of Shanghai Zhaoxin and Suzhou senruite by means of capital increase and acquisition. During the reporting period (2019), the company chose to make a tentative transformation to the business of emerging technologies such as big data and cloud computing. From the results, the transformation has little effect, and the Internet big data service only accounts for 7.20% of the revenue in 2019. On the other hand, the company has been trying to increase its income by relying on investment income. From 2016 to 2019, the net cash flow of investment activities of the company was outflow, with a total net outflow of 529 million yuan in four years. < / P > < p > the layout transformation is just an excuse. Zhongqian shares only want to be a “shell dealer”. According to incomplete statistics of first finance and economics reporter, since 2019, the company has planned at least five acquisition and investment plans, covering semiconductor, 5g, jewelry, big data services, etc. < / P > < p > on September 27, 2019, China submarine and Shenzhen tirisi respectively acquired 50% of the shares of Shanghai Zhaoxin with a consideration of 1 yuan, and increased the capital of Shanghai Zhaoxin by 15.81 million yuan and 15 million yuan respectively. After the capital increase, the company and Shenzhen tirisi respectively held 51% and 49% shares of Shanghai Zhaoxin. According to the announcement, < / P > < p > according to the announcement, Shanghai Zhaoxin owns a wholly-owned subsidiary, namely Suzhou senruite gold and jewelry sales Co., Ltd. (hereinafter referred to as “Suzhou senruite”). Through acquisition and capital increase, China potential shares acquired 51% equity of Shanghai Zhaoxin and indirectly controlled Suzhou senruite. According to the company, this is mainly to promote the business integration of relevant advantageous resources in the big data industry chain and explore new business development opportunities. On October 9, 2019, CSB acquired Shenzhen tirisi for 20 million yuan, holding 49% of the equity of Shanghai Zhaoxin, and Shanghai Zhaoxin became a wholly-owned subsidiary of the company. As of June 30, 2019, the total assets, total liabilities and net assets of Shanghai Zhaoxin were 0 yuan, and the operating income and net profit in the first half of 2019 were 0 yuan. < p > < p > on April 28, this year, 100% of the equity of Shanghai Zhaoxin was transferred to Shenzhen tirisi for the transaction consideration of 40.8163 million yuan. < / P > < p > the same trick was played more than once. In July 2019, Zhongqian acquired 100% equity of Beihai Huiyu Network Technology Co., Ltd. (hereinafter referred to as “Beihai Huiyu”) with 1 yuan. According to the data, Beihai Huiyu has a registered capital of 200000 yuan and was established on April 25, 2019. As of June 30, 2019, the total assets, total liabilities and net assets of Beihai Huiyu are RMB 0, and the operating income and net profit in the first half of 2019 are RMB 0. The acquisition plan was forced to terminate due to the death of a shareholder of Beihai Huiyu. In addition, in order to promote big data, cloud computing and other businesses, SIPC also invested 1 million yuan to set up a wholly-owned subsidiary, Beihai Zhongqian. At present, the business of China submarine in the North Sea has been in a state of stagnation. < / P > < p > it is worth noting that “mysterious private placement” Beijing Zeying Investment Co., Ltd. (hereinafter referred to as “Zeying investment”) or the biggest winner of the rise in the share price of China submersible. < / P > < p > in May 2019, Zeying investment began to buy the shares of China potential. From May 9, 2019 to October 30, 2019, Zeying investment invested 291 million yuan to buy 9.744761 million shares of China potential through its 16 private funds, and did not issue a board raising announcement when the shareholding ratio reached 5%. By the end of June 2020, Zeying investment’s two private equity funds were the fourth and seventh largest shareholders of China Light Industry Development Co., Ltd., with shareholding ratios of 2.05% and 0.9% respectively. < / P > < p > Disclaimer: the purpose of this article reprinted by china.com finance and economics is to convey more information and does not represent the views and positions of the website. The content of this paper is for reference only and does not constitute investment advice. Investors operate accordingly and bear their own risks. < p > < p > Chinanet is a national key news website under the leadership of the Information Office of the State Council and managed by China foreign language publishing and Distribution Bureau. Through 11 versions in 10 languages, the website releases information 24 hours a day, which is an important window for China to carry out international communication and information exchange.