The income from the change of control right of Zhonglai shares is doubtful, and the pressure of capital is great or the main reason

Judging from the data of the third quarter of this year, the performance of Zhonglai shares is not bad, but the actual controllers of listed companies are eager to transfer the control right of the company. The reason is intriguing. Through the analysis of the company’s financial data, there are some problems behind the company’s good performance. < p > < p > on October 23, CLC announced that the controlling shareholders of the company, Lin Jianwei and Zhang Yuzheng, signed an agreement with Taizhou Jiangyan Daode new material equity investment partnership (limited partnership) (hereinafter referred to as “Jiangyan Daode”), intending to transfer 5.70% of the shares of the listed company to Jiangyan Daode, and entrusted the voting rights corresponding to 13% of the shares of the listed company to Jiangyan Daode In addition, Jiangyan Daode will eventually become the new controlling shareholder of Zhonglai shares. < p > < p > in fact, since 2020, the actual controller of CLC has wanted to transfer the equity for many times, and the management of the company has repeatedly reduced its shares. However, the performance of listed companies is not poor. Therefore, the behavior of the actual controller and the management of CLC is very suspicious. However, after a detailed analysis of the data released by the company, “red weekly” reporters seem to have found some clues. According to the information disclosed by listed companies, Lin Jianwei and Zhang Yuzheng, the controlling shareholders and actual controllers of Zhonglai shares, have been planning the transfer of control rights in the past four months. On June 18, the two signed an agreement with Guizhou state-owned Wujiang energy to transfer part of the company’s shares and voting rights held by them. On August 10, another announcement was issued, saying that it had signed relevant transfer agreements with Hangguo, a listed company of a shares, but the two transfers were unsuccessful. On October 20, the trading of Zhonglai shares was suspended, and then it was disclosed to the public. Lin Jianwei, Zhang Yuzheng and Jiangyan Daode signed an agreement to transfer 5.70% of the total shares of the listed company to Jiangyan Daode, with a total transfer price of 488 million yuan. At the same time, Lin Jianwei can’t cancel to entrust Jiang Yandao with the voting rights corresponding to 13% of Zhonglai shares held by him since the registration of transfer of shares under the above agreement is completed. In addition, Zhonglai shares is ready to issue shares to specific objects. Among them, jiangyandao plans to subscribe for 233 million shares. After the issuance, jiangyandao will control 37.46% of Zhonglai shares and become its controlling shareholder. It is not difficult to see from the above series of transfer matters that Lin Jianwei and Zhang Yuzheng seem to be determined to transfer the control right. In addition, in recent years, the shares of senior executives have been reduced. < p > < p > according to wind data, from 2018 to October 29, 2020, the management of CLC has reduced its holdings for 40 times, with a total reduction of 143.3932 million shares, with an overall market value of about 202 million yuan. Among them, Lin Jianwei and Zhang Yuzheng reduced their holdings the most. In 2019, they reduced their holdings by nearly 14 million shares and cashed in nearly 187 million yuan. In addition, on September 16, 2019, CLC also disclosed that Lin Jianwei and Zhang Yuzheng planned to transfer a total of 17.9557 million shares of Zhonglai shares to Jiaxing Juli No.5 equity investment partnership (limited partnership), with a total price of about 219 million yuan. On October 29 of that year, the transfer registration procedures of the above-mentioned agreement transfer have been completed. In this way, the total cash out amount of Lin Jianwei and Zhang Yuzheng will exceed 400 million yuan in 2019. < / P > < p > what is puzzling is that in the first three quarters of 2019 and 2020, the net profit attributable to parent of China Lai shares increased by 93.41% and 15.73% respectively. In addition, judging from the performance of the secondary market, the stock price of the company increased by 58.08% from the end of 2019 to October 30, 2020, and the performance of both performance and stock price was good. In this case, why are Lin Jianwei and Zhang Yuzheng busy transferring the shares of listed companies? Why do the executives reduce their holdings? In fact, from the financial data disclosed by the company, although its performance looks good on the surface, it seems that there are many “secrets” behind it. < / P > < p > according to the calculation of the reporter of red weekly, in 2019 and the first half of 2020, the financial cross check relationship between the operating income, cash flow and operating creditor’s rights of CLC seems to be abnormal, and the authenticity of its revenue is questionable. < / P > < p > let’s look at the first half of 2020. In the current period, the total business income of Zhonglai shares is 2.033 billion yuan, including 106 million yuan from overseas. This part of the revenue does not need to pay value-added tax, and the VAT rate applicable to the rest of the domestic part is 13%. Thus, it can be calculated that the current tax revenue of Zhonglai shares is 2.284 billion yuan. According to the general financial cross checking relationship, the enterprise’s revenue is either recovered in cash or exists in the balance sheet in the form of operating creditor’s rights. What about the situation of Zhonglai shares? < / P > < p > in the consolidated cash flow statement, the “cash received from selling goods and providing services” in the first half of 2020 is 1.05 billion yuan. In addition, in 2020, Zhonglai shares implemented the new accounting standards and adjusted the “advance receipts” to “contract liabilities” according to the new income standards. Compared with the end of 2019, the amount of this part increased by nearly 98 million yuan. Taking into account the changes in this data, it can be calculated that the cash flow related to revenue received by the shares in the current period is about 953 million yuan. Compared with the business income including tax, the amount is 1.331 billion yuan less than that of the tax included business income. Therefore, in theory, the operating creditor’s rights of the shares in the current period should be increased by 1.331 billion yuan compared with the previous period. However, in fact, in the balance sheet, as of the end of June 2020, the bad debt reserves for notes receivable, accounts receivable, contract assets, receivables financing and accounts receivable of CLC were 245 million yuan, 791 million yuan, 94.05 million yuan, 193 million yuan and 85.8748 million yuan respectively, which were not increased but decreased by 59 million yuan compared with the end of 2019 In theory, the amount of money that should be increased is not consistent. With the increase and decrease, the gap between the two has been widened to 1.39 billion yuan. < / P > < p > it should be noted that in the first half of 2020, the scope of consolidation of financial statements of CLC has changed, but most of them are new subsidiaries. Guangxi Hengji Investment Co., Ltd., which has only 0 yuan transferred from business combination under different control, is small in scale and its impact on relevant data is unlikely to exceed 1.39 billion yuan. < / P > < p > the same will happen in 2019. According to the above logical calculation, there is a gap of about 2.561 billion yuan between the operating income, cash flow and operating creditor’s rights of the shares in the current period. It should be noted that the scope of share consolidation has changed since mid-2019. In addition to the newly established companies, they also purchased some equity of renewable and other four companies in the current period. However, according to the audit report in 2019, as of the purchase date, the relevant financial data of the four companies are quite low, which has little impact on the accounting results. < / P > < p > in addition, according to the financial report disclosure, as of the end of 2019 and the end of June 2020, the notes receivable of Zhonglai shares that have been endorsed or discounted and have not yet matured on the balance sheet date are 193 million yuan and 83.061 million yuan respectively. Even if this part is included, the huge difference calculated above can not be offset. Therefore, the authenticity of the disclosed operating income data is quite doubtful 。 If there is such a large amount of “water” in the revenue data disclosed by the company, it is not difficult to understand that the actual controller is eager to transfer the control right of the listed company. In addition, from the perspective of capital, as of the end of September 2020, the monetary capital on the book of Zhonglai shares has reached 1.423 billion yuan, which seems to be a large amount of money. It is strange that the company still has a large number of loans. < p > < p > from a relatively long period of time, from 2018 to the third quarter of 2020, the monetary funds on the books of CLC shares were 966 million yuan, 1.1 billion yuan and 1.423 billion yuan respectively, while the short-term loans in interest bearing liabilities were 759 million yuan, 1.046 billion yuan and 1.151 billion yuan, respectively, accounting for 78.58%, 95.09% and 80.86% of the monetary funds, respectively. We should know that this is only the proportion of short-term loans in interest bearing liabilities. If we consider the non current debts and long-term loans due within one year, the liabilities will totally exceed the monetary funds. This shows that although there is a large amount of funds in its account, the interest bearing liabilities are also not low. < / P > < p > in addition to borrowing, the company has raised money many times. In addition to the initial public offering, it raised 1.35 billion yuan from non-public offerings in 2017. In addition, in 2019, it raised a net amount of RMB 990 million by publicly issuing convertible corporate bonds. It is worth noting that among the projects raised in 2019, as of September 30, this year, the total amount of funds actually invested is only 133 million yuan, and there is still 867 million yuan of raised funds that have not yet been used. Among them, the annual output of 1.5gw n-type single crystal double-sided TOPCON battery project, due to the change of external environment, the supporting conditions have not met the project start-up requirements, and the proposed 500 million yuan raised fund has not been invested. In this way, the capital on the book of Zhonglai shares should also include some funds that have not been invested in the projects invested with raised funds. If the special funds for this part of projects are deducted, there are not many funds that can be used for daily operation. < / P > < p > the capital needed for operation is limited, and the interest bearing liabilities are quite high. Can Zhonglai share solve the capital problem by operation? In fact, the company’s performance is very good. According to wind data, from its listing in 2014 to the end of the third quarter of 2020, the total net profit attributable to the parent company of Zhonglai shares reached 1.281 billion yuan, but the total net cash flow generated by its operating activities during the same period was -842 million yuan. That is to say, in recent years, although the performance of Zhonglai shares is brilliant, it has not been able to transform the performance into “real gold and silver” to increase the liquidity of the company. < / P > < p > in addition, in recent years, the return on net assets (ROE) of the shares has also become lower and lower. In 2017, the weighted return on net assets (ROE) was still as high as 23.74%, but from 2018 to the end of the third quarter of 2020, it dropped to 4.91%, 9.05% and 7.61% respectively. < / P > < p > there are doubts about the operating income, which seems to be full of funds on the surface, but it is under the weight of debt. Although the operating performance is good, it can not create liquidity for the company. Perhaps because of these reasons, the actual control personnel of CLC took advantage of the company’s good stock price performance to seize the opportunity to cash out. < / 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.