Zhengyuan wisdom’s acquisition of Nippon’s equity restructuring by 258 million yuan has been questioned for 19 times. The identity of the largest air conditioning supplier is in doubt

On October 9, Zhengyuan wisdom announced in the evening that the company received the inquiry letter on permitted restructuring of Shenzhen Stock Exchange. Shenzhen stock exchange required to make supplementary disclosure on 19 major issues, such as the appreciation rate of the acquired assets, whether there is a drawer agreement between the shareholders of both parties, and whether it has become the largest air-conditioning supplier of the target company within one year after its establishment, and whether there is the risk of evasion and abandonment compensation obligation And description. < p > < p > on the same day, as of 3:00 p.m., the shares of Zhengyuan wisdom closed at 17.74 yuan, up 3.86%, and the turnover rate was 5.37%. The company’s total market value was 2.248 billion yuan. < p > < p > on September 23, Zhengyuan wisdom disclosed the “report on Zhejiang Zhengyuan Smart Technology Co., Ltd. issuing shares to purchase assets and raising matching funds and related party transactions (Draft)” (hereinafter referred to as “the report”), and plans to purchase 99.77% of the equity of Zhejiang nipton Technology Co., Ltd. (hereinafter referred to as “the target company”) by issuing shares and paying cash. < p > < p > according to the report, the appraisal result of the transaction subject matter using the income method is RMB 258 million, and the book value of the owner’s equity attributable to the parent company is RMB 59.635 million, the appraisal value-added is RMB 199 million, and the value-added rate is 333.06%. In this regard, the Shenzhen stock exchange requires that, in combination with the specific reasons for the sharp increase in sales revenue of new air conditioners in 2019, it is reasonable to explain that there is a big difference in the sales revenue of new air conditioners in the forecast period compared with that in the reporting period, whether the influence of related party transactions and incidental transactions is considered, and whether the future revenue forecast is reasonable and prudent. < p > < p > combined with the declining trend of hot water service revenue of the subject company in the reporting period, the specific amount of hot water project orders in hand and new winning orders, and the expected implementation period, it is reasonable to predict that the revenue of hot water service will increase by 85.03% year-on-year in 2021. < p > < p > the forecast basis and rationality of the gross profit rate of various businesses of the target company in the forecast period, combined with the competitive advantages of air conditioning leasing and hot water service business, the situation of main competitors, the change trend of unit price of air conditioning leasing and hot water service and the expected adjustment of business structure, etc., the reasons and rationality of the target company’s comprehensive gross profit margin remained stable during the forecast period. According to the report, the target company purchased 29.4286 million yuan from the listed companies in 2018 and 2019, respectively, From January to may 2020, the target company purchased 528600 yuan of hot water product accessories from the listed company, but the main business of the listed company did not involve the production and sales of air conditioning and hot water products accessories. In addition, from January to July 2020, the listed companies provided a total of 40.4818 million yuan of loans to the target companies, which failed to fulfill the review procedures and information disclosure obligations in advance. Hangzhou Zhengyuan Enterprise Management Consulting Co., Ltd. (hereinafter referred to as “Hangzhou Zhengyuan”), the controlling shareholder of the listed company, sold 2.2982 million yuan of new air conditioners to the target company in 2018, and purchased 7.9851 million yuan of second-hand air conditioners from the target company in 2019. The Shenzhen stock exchange requires supplementary disclosure of the specific reasons for the target company’s purchase from the listed company and the nature of the transaction, whether it is actually financial assistance, whether the purchase price is fair, and whether there is actual goods circulation. < p > < p > from January to July 2020, the reasons for the listed company to provide financial assistance to the target company, and whether the transaction constitutes a package deal, the specific purpose of the loan provided to the target company, the final flow direction of the fund, whether it flows to the controlling shareholder or other related parties of the listed company, and state the repayment arrangement of the financial assistance. < / P > < p > the amount of purchase from the listed company disclosed in the 2019 annual report of the target company does not match the amount of the top five customers disclosed in the 2019 annual report of the listed company and the purchase amount of the top five suppliers of the target company reported to our department this time. Please explain the specific reasons for the differences. < p > < p > as a management consulting company, Hangzhou Zhengyuan sells new air conditioners and purchases used air conditioners to the target companies, the sources of new air conditioners and the purpose of purchasing second-hand air conditioners, and whether the purchase and sales prices are fair; whether the relevant transactions actually occur and whether there is actual goods flow. < / P > < p > in combination with the above reply, explain the reasons why the listed company and its controlling shareholders continue to support the business of the target company in a long period before the transaction, whether it is a normal and mutually beneficial business transaction and whether it is detrimental to the interests of the listed company; whether similar transactions will continue after the completion of the transaction; and the actual controllers, directors, supervisors and senior managers of the listed company Whether there is drawer agreement, hidden association or other interest exchanges with the main shareholders of the target company. According to the report, < / P > < p > at the end of 2019, the book balance of advance payment of the subject company to Shengzhou Youpin e-commerce Co., Ltd. (hereinafter referred to as “Youpin e-commerce”) was 14.2348 million yuan, which was the largest air-conditioning supplier from January to may 2020. < p > < p > in this regard, the Shenzhen stock exchange requires the company to explain the specific reasons for the large-scale purchase from YOUPIN Electronics Co., Ltd. and the prepayment balance far exceeds that of other suppliers, whether it has commercial essence and the authenticity of relevant procurement. < / P > < p > the report shows that the net profit of the target company in 2020, 2021, 2022 and 2023 is no less than 15 million yuan, 24 million yuan, 29 million yuan and 34 million yuan respectively. This transaction adopts differential pricing for the counterparties with different compensation orders, and reorganizes the performance compensation scheme as the sequential compensation structure. If the first ranked compensation obligor fails to make full compensation within a certain period of time, the second ranking shall undertake the full compensation obligation. The full compensation liability of the profit compensation obligor shall be limited to the number of shares of the listed company obtained and directly held by the profit compensation obligor. If the number of shares available for compensation is insufficient due to the reduction or pledge of the profit compensation obligor, the insufficient part shall be compensated in cash. < p > < p > the Shenzhen stock exchange requires supplementary disclosure of the specific reasons for differential pricing, pricing basis, whether it has commercial rationality, and whether the pricing arrangement has interests to protect the interests of listed companies and small and medium shareholders. < / P > < p > combined with the number of orders, historical performance, industry development, market share, market competition and other factors of the target company, the above performance commitment can be realized. < / P > < p > the consideration of this transaction is all in the form of share based payment. Please explain whether the consideration shares obtained by the compensation obligors through this transaction are not subject to pledge and other relevant arrangements, and the safeguard measures taken by the listed company to ensure the performance compensation agreement of the trading party. Hu Shunli holds 35.12% of the shares of the target company directly, and is the largest shareholder of the target company together with Jia Limin. He has been the chairman of the target company since May 2016. Please explain the specific reasons why Hu Shunli was not included in the first ranking compensation obligor, and Xu Lihui and Hangzhou Zhilan investment partnership (limited partnership) (hereinafter referred to as “Zhilan investment”) do not participate in the performance compensation; and explain the rationality of the compensation arrangement of the priority compensation structure, and whether it may lead to the situation of escaping or abandoning the compensation obligation, so as to prevent the first ranking and the second ranking compensation obligors from participating in the performance compensation This compensation arrangement can fully protect the interests of listed companies. < / P > < p > < p > “all compensation responsibilities of profit compensation obligors” includes which counterparties acquired shares through this transaction, whether the performance compensation of this transaction can fully cover all the equity consideration paid by the company, and whether it can fully protect the interests of listed companies. < / 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.