Shennong science and technology is trapped in “stripping door”

Previously, Shennong science and technology announced that it plans to transfer 100% equity of Hainan Baoting Nanfan seed industry high tech Industrial Base Co., Ltd. (hereinafter referred to as “Nanfan seed industry”) to Hainan Haiersi Medical Equipment Co., Ltd. (hereinafter referred to as “Haiersi medical”) at a price of no less than 173 million yuan. < p > < p > after two shareholders Hunan Hongde (full name Hunan Hongde Asset Management Co., Ltd.) sent a letter of “protest” on January 4, Shennong technology raised the transaction price to 183 million yuan. < / P > < p > in the attention letter, Shenzhen stock exchange not only asked the company to explain the reasons and process of asset appraisal, why the transfer price changed from 173 million yuan to 183 million yuan and other related issues, but also “disclosed” that it had received complaints. Hunan Hongde submitted relevant offer letter to the company on December 31, 2020, willing to purchase 100% equity of Nanfan seed industry with 183 million yuan. < / P > < p > on January 7, Shennong technology took the lead in opening, with a sharp drop of 18.12% and 19.55% on the same day. On January 8, the company’s share price closed at 4.84 yuan, down another 4.35%. On January 4, Shennong announced that it plans to transfer 100% of the equity of Nanfan seed industry, a wholly-owned subsidiary, to hels medical at a price of no less than 173 million yuan. < / P > < p > for this transaction, Shennong technology pointed out that this will help to further revitalize the company’s existing assets, increase the company’s cash flow, optimize the asset structure, and meet the needs of the company’s actual operation and future development. In the evening of that day, Shennong science and technology announced that it had received a letter from Hunan Hongde, the second shareholder, proposing to hold an interim general meeting of shareholders to discuss the transfer of Nanfan seed industry, demanding that “the sale of the underlying assets must adhere to the principles of fairness, impartiality and openness, and take the way of public listing and auction”. < / P > < p > at that time, Shennong technology said that it would hold the board of directors within the specified time and put forward written feedback on whether it agreed or not to hold the extraordinary general meeting of shareholders. However, on January 5, Shennong technology quickly announced that the company had formally signed the equity transfer agreement with hels medical on that day, with the transfer price of 183 million yuan. The company received the deposit paid by hels medical, that is, 20% of the total equity transfer amount (RMB 36.6 million). < p > < p > in this regard, Shenzhen Stock Exchange issued a letter of concern to Shennong science and Technology Co., Ltd., asking for a specific explanation on the reasons for adopting the asset-based method to evaluate all shareholders’ rights and interests of the subsidiary, the reasons for adjusting the transfer price from 173 million yuan to 183 million yuan when signing the agreement with Helsi medical, and the reasons for exempting Nanfan seed industry from full debt of 195 million yuan and its commercial rationality. < / P > < p > more importantly, the Shenzhen Stock Exchange has received complaints that Hunan Hongde submitted to the company the offer letter on purchasing 100% equity of Hainan Baoting Nanfan seed industry high tech Industrial Base Co., Ltd. on December 31, 2020, and is willing to purchase 100% equity of Nanfan seed industry with 183 million yuan; on January 4, 2021, Hunan Hongde submitted to the company the letter on proposing to hold an interim general meeting of shareholders On January 5, 2021, Hunan Hongde once again submitted to the company the offer letter on purchasing 100% equity of Hainan Baoting Nanfan seed industry high tech Industrial Base Co., Ltd., raising the purchase price to 300 million yuan. < / P > < p > if the complaint is true, why does Shennong technology still sell the underlying assets for 183 million yuan after receiving a purchase offer of 300 million yuan? Is this damaging the interests of listed companies? < / P > < p > based on the above situation, the Shenzhen Stock Exchange also asked the company to explain whether there is a related relationship between the counterparties Helsi medical and the company and the company’s directors, supervisors and senior executives, and whether there is a situation of interest transmission to the related parties or the actual controller encroaching on the assets of the listed company in disguised form. It is reported that Nanfan seed industry was established in 2009, and its business scope includes agricultural planting, agricultural technology training and tourism project investment. In 2019 and the first 10 months of 2020, the company has no income, net profit is – 114.6298 million yuan and – 176.7968 million yuan respectively, and accumulated loss is nearly 300 million yuan. According to the annual reports of Shennong science and technology, it seems that Nanfan seed industry has been in the construction stage, and has not generated any income and is in the state of loss. In addition, as of October 31, 2020, Nanfan seed industry owed 195 million yuan to the company. < / P > < p > as of October 31, 2020, the book value of the net assets of Nanfan seed industry is -67.3161 million yuan, and the appraisal value calculated by the asset-based method is -26.9231 million yuan, with a value-added rate of 60%. After the completion of equity transfer, the company will exempt Nanfan seed industry from the full debt of RMB 195 million to Shennong technology, and the price of this equity transfer is tentatively set at RMB 173 million. < / P > < p > by the end of 2019, according to the local law enforcement department, 57 buildings of Nanfan seed industry started construction without obtaining the construction project planning license, which was illegal construction and was confiscated and demolished according to law. The company made a total of 102 million yuan of impairment reserves for these 57 buildings. In this appraisal, the company also made full provision for the above buildings without provision for impairment. Based on the transaction price of 173 million yuan, if the transaction can be successfully completed, the company will generate about 172.38 million yuan of asset impairment loss in 2020, 45.16 million yuan of investment income on the completion date, and 127.22 million yuan of investment loss in total. < / P > < p > in early 2017, due to the failure to repay the debt to Hunan Hongde, Huang Peijin, the former major shareholder of the company, transferred his 3.81% equity to Hunan Hongde, and Hunan Hongde became the shareholder of the company. In March 2019, Shennong technology announced that the company had been informed that Huang Peijin’s 143 million shares had been transferred to Hunan Hongde by Hunan Changsha intermediate people’s court. In addition to the shares previously held, Hunan Hongde holds 182 million shares of the company, accounting for 17.73% of the total share capital of the company, becoming the largest shareholder of the company. < p > < p > in May 2019, Shennong science and technology announced that the company received a notice from Chairman Cao Oujie that by the close of May 23, 2019, Cao Oujie had increased his holding of the company’s unlimited tradable shares through the centralized bidding trading system and block trading system of Shenzhen Stock Exchange, with an increase of 4.94%. At that time, Cao Oujie held 183 million shares of the company, accounting for 17.94% of the total share capital of the company, becoming the largest shareholder of the company. < p > < p > in November 2019, Shennong technology announced again that it had received the notification letter from Hunan Hongde. According to the notification letter, as of the close of November 5, 2019, Hunan Hongde has increased its holdings of 2673500 shares of the company’s non tradable shares through the centralized bidding trading system of Shenzhen Stock Exchange, accounting for 0.26% of the company’s total share capital. < p > < p > after the completion of the increase, Hunan Hongde held 184 million shares of Shennong technology, accounting for 18% of the total share capital of the company, becoming the largest shareholder of the company, which is very close to the shareholding ratio of Cao Oujie, the second largest shareholder (17.94%). < p > < p > until the end of October 2020, Hunan Hongde proposed to reduce the shares of Shennong technology. On December 14, 2020, Shennong science and technology announced the completion of the implementation of the shareholder reduction plan. Hunan Hongde reduced its total shares by 2%, and its share proportion of the company dropped to 16%, once again retiring as the second largest shareholder. At the same time, Cao Oujie passively became the largest shareholder of Shennong technology. < / 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.