The performance of the subsidiary has soared but sold to sell!Zhongchuang Environmental Protection was asked: Do you transport interests in disguise?

China Chuang Environmental Protection reported by 2021 shows that as of the end of the reporting period, the company's currency fund book balance was only 110 million yuan, short -term borrowing, non -liquidity liabilities due within one year, and long -term borrowing book balance was 295 million yuan

"Investment Times" researcher Yu Fei

The assets bought in 2020 were sold for sale after the performance soared in 2021. Xiamen Zhongchuang Environmental Protection Technology Co., Ltd. (hereinafter referred to as Zhongchuang Environmental Protection, 300056.SZ) received a letter of attention from the Shenzhen Stock Exchange.

On August 1st, China Chuang Environmental Protection announced that it was planned to transfer a 51%equity of the subsidiary Jiangsu Zhongchuang Economic Protection Technology Co., Ltd. (hereinafter referred to as Jiangsu Embracement) to transfer it to Hunan Zesheng New Materials Technology Co., Ltd. After the transaction is completed, the company no longer holds Jiangsu's enterprise equity.

It is worth noting that Zhongchuang Environmental Protection obtained 51%of the equity of Jiangsu forgiving on June 2, 2020. Three months later, all it was transferred to the subsidiary Jiangxi Xiangsheng Environmental Technology Co., Ltd. (hereinafter referred to as Xiangsheng Environmental Protection), The price is only 1.02 million yuan. After the transfer, Jiangsu's forgiving into the scope of Xiangsheng Environmental Consolidation Statement. In 2021, Jiangsu's aggressive net profit increased significantly year -on -year, soaring from 3.79 million yuan in 2020 to 19.8 million yuan.

Today, China Chuang Environmental Protection has all transferred 51%of Jiangsu with soaring performance, and the price is only 24 million yuan. This operation attracted the attention of the Shenzhen Stock Exchange and sent a letter of attention to the company.

According to the requirements, after China Chuang Environmental Protection Corporation added the explanation of Jiangsu forgiving into the scope of Xiangsheng Environmental Correspondent, the reasons and rationality of the explosive performance growth, whether the relevant performance is true, and whether the listed company has the use of Jiangsu forgiving Xiangsheng Environmental Protection Promise Party Party Transfer interests in disguise, or relax the performance commitment assessment.

Listed companies are tight funds

Zhongchuang Environmental Protection was listed on the GEM of the Shenzhen Stock Exchange in 2010. The company's main business is non -ferrous metal materials, filtering materials and environmental governance sectors.

In recent years, China Innovation's environmental protection performance has been in a state of huge loss for a long time. From 2018 to 2020, the company realized operating income of 786 million yuan, 1.476 billion yuan, 1.84 billion yuan, and 1.142 billion yuan, respectively, and realized net profit-4.29 billion yuan, -20125,700 yuan, 13.143 million yuan, and -429 billion yuan, respectively.

Regarding the great loss of 2021, the company said that there were many reasons. Among them, the subsidiary Xiangsheng Environmental Protection had been suspended for 8 months, and a loss occurred in 2021. At the same time, Xiangsheng Environmental Protection's Da Kiln workshop needs to continue to be rectified, and the production has not been repeated, and its profitability has been greatly affected. Therefore, the company's good book value is 277 million yuan to increase the impairment. In addition, the company also consumes impairment preparation and bad debt preparation.

Xiangsheng Environmental Protection, which appears losing money, is an asset acquired by China Chuang Environmental Protection in 2019. In October 2019, the company exchanged 51%equity of Xiangsheng Environmental Protection through assets, and determined that the 51%equity transaction price of Xiangsheng Environmental Protection was 460 million yuan with the results of the revenue method evaluation, and the corresponding confirmation of 335 million yuan was confirmed.

At that time, the transaction opponents Fang Chen Rong, Zhang Bingguo, and Liao Yuhua promised Xiangsheng to environmental protection in 2020, 2021, and 2022, which were not less than 80 million yuan, 96 million and 104 million, respectively.

In 2020, Xiangsheng's net profit of environmental protection was 45.967 million yuan, and China Innovation Environmental Protection Match 57.923 million yuan was prepared for impairment of commercial reputation and confirmed that the performance was compensated for 55.905 million yuan. As of December 31, 2021, Chen Rong only paid 6 million yuan in performance. For compensation, the company's unpaid compensation amount of the remaining 49.91 million yuan will be provided for the full credit impairment loss.

Although the performance commitment was not completed in 2020, China Innovation and Environmental Protection still chose to continue to acquire Xiangsheng Environmental Protection remaining equity in 2021.

On February 27, 2021, the China Chuang Environmental Protection Announcement stated that it was intended to acquire a 25%equity of Xiangsheng Environmental Protection from Hangzhou Yitong Cash. The transaction price was 177 million yuan. Since then, the company pays 90 million yuan to buy Xiangsheng Environmental Protection 12.71%of the shares. According to the company's announcement, the remaining shares have not traded, Hangzhou Yitong has sued the company to continue to pay the remaining equity transfer models.

The main business of Xiangsheng Environmental Protection is the treatment of hazardous waste. According to the financial operation data of Xiangsheng Environmental Protection years, the company's main income in 2019, 2019, 2019, 2020 and 2021 still consists of hazardous waste disposal, zinc ingot, zinc sheet, coarse lead, etc. After being acquired by China Innovation Environmental Protection in 2019 and included in the scope of the merger statement, Xiangsheng Environmental Protection continuously discontinued and rectified due to problems such as the expiration of business licenses and unqualified environmental protection standards, and the performance fell sharply.

In 2021, Xiangsheng Environmental Protection was required to suspend production and rectification by the environmental protection department for 8 months due to problems such as inadequate rainfall, and only realized net profit of 4.5778 million yuan.

Under the dragging of Xiangsheng Environmental Protection, China Innovation Environmental Protection's funds gradually tightened. The company's 2021 report showed that the company's currency fund book balance at the end of the report period was 110 million yuan, short -term borrowing, non -liquidity liabilities due within one year, and long -term loan book balance of 295 million yuan. As of the end of the first quarter of 2022, China Innovation Environmental Currency funds have further decreased, with only 103 million yuan.

From 2018 to 2021

Data source: Flush iFind

"Sale" subsidiary?

This transfer company Jiangsu Establishment is a company established in November 2019. On June 2, 2020, Zhongchuang Environmental Protection acquired Jiangsu forgiving control equity, holding a 51%shareholding ratio. But soon after, the company transferred this part of the equity. On September 29, 2020, 51%of the Jiangsu forgiving equity held by Zhongchuang Environmental Protection was transferred to Xiangsheng Environmental Protection. In the past two years, Jiangsu's aggressive operating income and net profit have been significantly increased year -on -year. According to the explanation of China Innovation and Environmental Protection, Jiangsu Entrusted in 2021 has stabilized, the actual production capacity has continued to increase, and the gross profit margin has increased. At the same time, the price of zinc metal markets in 2021 rose sharply, so the company's net profit increased significantly.

At the same time, the largest customers of China Innovation Environmental Protection are also related to Jiangsu's enterprising.

In 2021, the total sales amount of the five major customers of China Chuang Environmental Protection was 716 million yuan, accounting for 62.73%of the total annual sales, of which the largest customer sales amount was 531 million yuan, accounting for 46.52%of the total annual sales.

Relevant announcements show that in June 2020, the Hanzhong Zinc Industry Co., Ltd. (hereinafter referred to as Hanzhong Zinc Industry) Electric Zinc Second Workshop began to be put into production, production and sales increased by month, and increased production and sales. According to the lease contract, the zinc skin produced by it is sold to the zinc industry according to the market price. Therefore, the zinc industry in Hanzhong has become the company's second largest customer in 2020 and the largest customers in 2021.

But even with Jiangsu's enterprising performance help, Xiangsheng's environmental protection performance is still sluggish.

In 2020 and 2021, Xiangsheng's operating income and net profit of environmental protection were 666 million yuan and 4.578 million yuan, respectively, a year -on -year increase of 27.9%, and a decrease of 90.04%.

In the first quarter of 2022, China Innovation Environmental Protection achieved non-net profit-99.764 million, a year-on-year decrease of 208.93%. When the main business is still not improved, 51%of Jiangsu forgiving the primer of the performance will be sold, and China Chuang Environmental Protection will face greater performance pressure.

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