Selling holding power station at a price of $376 million?

On the morning of the 16th, Shenzhen Stock Exchange issued a letter of concern to Aikang technology, demanding to explain the reason why only 51% or 50% of the shares of the above-mentioned project companies were sold in the transaction of transferring the control rights of 16 holding power station subsidiaries, and whether there was a sudden profit creation at the end of the year in the form of asset statement. On the evening of December 14, Aikang technology released the announcement on the company’s sale of photovoltaic power station asset package, saying that it plans to transfer the control rights of 16 holding power station subsidiaries including Nanzhao Zhongji Guoneng Power Co., Ltd. to Taixing Zhiguang talent Technology Plaza Management Co., Ltd. (hereinafter referred to as “talent Plaza”), with a total consideration of 376119100 yuan, and the transaction is completed After that, the above-mentioned power station project company is no longer included in the scope of consolidated statements. < / P > < p > specifically including 51% equity of 15 companies including Nanzhao Zhongji Guoneng Power Co., Ltd. and 50% equity of Biyang Zhongkang Solar Power Development Co., Ltd. According to Aikang technology, the transaction is conducive to the company’s adjustment of asset structure and reduction of debt ratio. The proceeds from the sale will be used to purchase the heterojunction project company, which will further expand its share in the field of heterojunction battery manufacturing. After the company sold the photovoltaic power station asset package, the company and its related parties passively formed the current account of the target company, and the company provided financial assistance to the outside world. < / P > < p > however, previously, Aikang technology and the project company had shareholders’ current account. In this transaction, talent Plaza will provide the project company with loans in the form of shareholding proportion to pay off some shareholders’ current account totaling 3065.602 billion yuan, and the remaining uncollected shareholders’ current account will form financial assistance. At the same time, Aikang technology continued to provide guarantee for the project company, with a total amount of 1893.67 million yuan of external guarantee added. < / P > < p > first, this transaction only sells 51% or 50% of the equity of the above project company. Combined with the progress of equity delivery, it explains the expected gains and losses of the transaction and the specific impact on the current and future financial situation and operating results of the listed company, and whether there is a situation of sudden profit creation at the end of the year through asset presentation. Second, the final appraisal result of Beijing Tianjian Xingye Assets Appraisal Co., Ltd. shows that the total audited net assets of all project companies are 330.5541 million yuan, the appraisal value is 73.782 million yuan, and the appraisal appreciation rate is 123.2%. Combined with the setting and selection basis of evaluation parameters and the specific evaluation process, this paper explains the fairness and rationality of the evaluation. < / P > < p > thirdly, according to the agreement, Aikang technology will ensure that the net return rate of the talent Plaza will be no less than 6.5% of the annual capital contribution within five years from the date of the delivery of the control right of the project company to the talent Plaza, otherwise it will undertake the obligation to make up the difference every year. Explain the reason and rationality of the company’s obligation to make up the difference, the possible financial impact of the obligation to make up the difference on the company in the future, the basis and rationality of the annualized 6.5% yield, and whether it is conducive to protecting the interests of shareholders of listed companies. Fourth, supplementary disclosure: (1) if the transaction needs to be approved by the general meeting of shareholders, it shall also disclose the historical evolution of the subject matter and its core assets, the time, method and price when the transferor obtained the assets, the operation situation, and the equity change and evaluation situation in the past three years, such as the difference between the evaluation value or transaction price of the relevant equity change and the evaluation value or transaction price of this transaction In the case of large differences, explain the reasons for the differences and analyze the rationality. < / P > < p > (2) if the sale of the company’s equity results in the change of the scope of the consolidated financial statements of the listed company, it shall disclose the underlying company’s occupation of the funds of the listed company, the operating transactions between the underlying company and the listed company, including but not limited to the transaction object, balance, settlement period, etc., and indicate whether there is any disguised provision of financial resources for others in the form of operating capital transactions after the completion of the transaction Help the situation. < / P > < p > fifthly, the equity transfer price is paid in two phases, and the remaining 49% of the equity transfer price is paid to the company after the completion settlement of the next phase of the project under the memorandum and Aikang technology completes the acquisition decision-making process. Explain the specific reasons and rationality of the remaining payment to meet the above conditions, the specific meaning of “the next phase of the project under the memorandum”, and whether it is conducive to the full protection of the rights and interests of listed companies according to the current planning of the approximate payment time. < / P > < p > sixthly, after the transfer of the control right of the above project company, Aikang technology continues to provide guarantee for the existing loans of the project company within the original guarantee limit and guarantee period. It also analyzes the enforceability and sufficiency of the above credit counter guarantee measures. < / P > < p > according to the public information, Aikang technology is a private enterprise engaged in the investment and operation of new energy power and providing one-stop photovoltaic accessories, which was established in March 2006. In 2018 and 2019, Aikang technology achieved a net profit of 125 million yuan and – 1.612 billion yuan respectively, and a net profit of 12 million yuan in the first three quarters of this year. < / P > < p > Disclaimer: the purpose of this article reprinted by CNFC is to convey more information, and it does not represent the opinions and positions of CNFC. The content of this article is for reference only, and does not constitute an investment proposal. Investors operate on this basis at their own risk. < p > < p > Chinanet is a state key news website under the leadership of the Information Office of the State Council and the management of China foreign language publishing and Distribution Bureau. Through 11 versions in 10 languages, the website publishes information 24 hours a day. It is an important window for China to carry out international communication and information exchange.