Shengxin lithium energy subsidiary gets capital increase Shenzhen Stock Exchange asks about the realizability of non net profit deduction of 500 million yuan

Recently, the website of Shenzhen Stock Exchange released a letter of concern about Shenzhen Shengxin lithium energy group Co., Ltd. (No. 610 of SME board concern letter 2020). On December 29, 2020, Shenzhen Shengxin lithium energy group Co., Ltd. (hereinafter referred to as “Shengxin lithium energy”, 002240. SZ) disclosed the announcement on increasing capital and signing relevant agreements to Suining Shengxin Lithium Industry Co., Ltd., a wholly-owned subsidiary. < p > < p > Shengxin lithium energy and Shengxin equity investment respectively increase the capital of Suining Shengxin, a wholly-owned subsidiary of the company, in the form of cash investment, of which the company increases the capital by 120 million yuan and Shengxin equity investment increases the capital by 80 million yuan for the construction investment, purchase of equipment or other daily production and operation of the target company. After the completion of the capital increase, the registered capital of the target company increased from RMB 50 million to RMB 250 million, the proportion of equity held by the company decreased from 100% to 68%, and Shengxin equity investment held 32% of the equity of the target company. < / P > < p > as of December 31, 2019, the total assets, total liabilities and net assets of the subject company are 1.8776 million yuan, 10000 yuan and 1.8676 million yuan respectively; the operating revenue and net profit of the subject company in 2019 are 0.00 million yuan and – 0.24 million yuan respectively (the above data have been audited). As of September 30, 2020, the total assets of the target company is 22.6634 million yuan, the total liabilities is 4.4235 million yuan, and the net assets is 18.24 million yuan; in the first three quarters of 2020, the operating income is 2.5664 million yuan, and the net profit is – 177700 yuan (the above data have not been audited). The announcement shows that Party A’s Suining Shengxin equity investment center (limited partnership) has the right to require Party C’s Shenzhen Shengxin lithium energy group Co., Ltd. to buy back all or part of Party A’s shares in Party B’s Suining Shengxin Lithium Industry Co., Ltd. < / P > < p > in case of one of the following circumstances: < / P > < p > ④ Party B / C violates laws, regulations and rules by transferring the assets of the target company and withdrawing the capital The Shenzhen Stock Exchange pointed out that after the equity investment of Shengxin, the total net profit of Suining Shengxin after deducting non equity for two consecutive years did not reach 500 million yuan, or Suining Shengxin failed to pay in full any period of investment income of Shengxin equity on schedule, Shengxin equity has the right to require your company to buy back all or part of Suining Shengxin equity Share. Please explain the realizability of Suining Shengxin’s total net profit of RMB 500 million after deducting non profit for two consecutive years and the rationality of the determination of this condition in combination with the main business performance of Suining Shengxin in the latest year and the latest period. < / P > < p > the management department of small and medium-sized board companies is concerned about the above matters. Shengxin lithium energy Co., Ltd. is requested to check the following matters and make a written explanation, and submit the relevant explanatory materials to the management department of small and medium-sized board companies for disclosure before January 6, 2021, with a copy to the supervision department of listed companies of Shenzhen Securities Regulatory Bureau. < / P > < p > on December 29, 2020, your company disclosed the announcement on increasing capital and signing relevant agreements to Suining Shengxin Lithium Industry Co., Ltd., a wholly-owned subsidiary (hereinafter referred to as the “announcement on increasing capital”), saying that your company and Suining Shengxin equity investment center (limited partnership) (hereinafter referred to as “Shengxin equity”) paid cash to Suining Shengxin Lithium Industry Co., Ltd., a wholly-owned subsidiary of your company The company (hereinafter referred to as “Suining Shengxin”) increased the capital by 120 million yuan and 80 million yuan. After the completion of the capital increase, your company’s shareholding in Suining Shengxin decreased to 68%. On the same day, your company disclosed the announcement on the signing of convertible debt investment agreement by Suining Shengxin lithium Co., Ltd., a wholly-owned subsidiary (hereinafter referred to as “debt to equity announcement”), which is called Sichuan Science and technology achievements transformation equity investment fund partnership (limited partnership) (hereinafter referred to as “science and technology achievements fund”) and Sichuan intellectual property operation equity investment fund partnership (limited partnership)( Hereinafter referred to as “intellectual property fund”) provided Suining Shengxin with a total loan of 40 million yuan in the form of convertible creditor’s rights, and agreed that the above creditor’s rights could be converted into Suining Shengxin’s equity. < p > < p > 1. According to the capital increase announcement, after the equity investment of Shengxin, the total net profit of Suining Shengxin after deducting non profit for two consecutive years does not reach 500 million yuan, or Suining Shengxin fails to pay in full any period of investment income of Shengxin equity on schedule, Shengxin equity has the right to require your company to buy back all or part of its equity of Suining Shengxin. < / P > < p > (1) please explain the realizability of Suining Shengxin’s total net profit of RMB 500 million after deducting non-profit for two consecutive years and the rationality of the determination of this condition in combination with the main business performance of Suining Shengxin in the latest year and another period. < / P > < p > (2) Please add that Suining Shengxin needs to pay the investment income of each period to Shengxin equity and the calculation method, and whether Shengxin equity has the priority to distribute the income of Suining Shengxin. According to the announcement of debt to equity swap, as of December 31, 2022, if Suining Shengxin meets all the preconditions of convertible debt under the agreement, the science and technology achievements fund and intellectual property fund have the right to decide whether to exercise the right to convert convertible debt into Suining Shengxin equity. < / P > < p > (1) Please add whether your company will lose the control of Suining Shengxin if the scientific and technological achievements fund and intellectual property fund all exercise the right to transfer shares. < / P > < p > 3. According to the announcement of capital increase and the announcement of debt to equity swap, Shehong Xincheng Investment Development Co., Ltd. (hereinafter referred to as “Xincheng investment”) provides joint and several liability guarantee for the investment income and related debts payable by Suining Shengxin. Please add whether Xincheng investment is related to your company, why Xincheng investment provides guarantee, and whether your company needs to pay consideration for the guarantee provided by Xincheng investment. < / P > < p > please make a written explanation on the above problems, and submit the relevant explanatory materials to our department for disclosure before January 6, 2021, with a copy to the listed company supervision department of Shenzhen Securities Regulatory Bureau. At the same time, I would like to remind you that listed companies should be honest and trustworthy, operate in a standardized manner, and conscientiously and timely perform the obligation of information disclosure in accordance with the national laws and regulations, the stock listing rules and the guidelines for the standardized operation of listed companies. < / 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.