I did n’t say a lot, and Hejing Technology took another reorganization inquiry letter: Is the relevant party ’s subsidiary borrowed or an equity investment?

On June 17, Hejing Technology (SZ300279, a stock price of 5.85 yuan, and a market value of 2.626 billion yuan) received the second license reorganization inquiry letter from the exchange after the reorganization inquiry letter issued by the Shenzhen Stock Exchange.

It is reported that Wuxi Hejing Smart Technology Co., Ltd. (hereinafter referred to as Hejing Smart), a wholly -owned subsidiary of Hejing Technology, has won the Anhui High -tech Investment New Material Industry Fund Partnership (Limited Partnership) since 2021 (hereinafter referred to as Anhui New Material Fund) 2. Huaibei Growth Small and Medium Enterprise Fund Co., Ltd. (hereinafter referred to as Huaibei Small and Small Fund) and Huaibei Shanda Construction Investment Co., Ltd. (hereinafter referred to as Huaibei Shanda).

However, after the second round of capital increase, listed companies tried to "repurchase" the Hyeng Smart equity held by relevant shareholders by issuing shares. Because of this transaction, listed companies have continuously received the reorganization inquiry letter from the exchange.

After half a year, Issuance shares "repurchase"

Hejing Intelligent was established in 2018 and was originally a wholly -owned subsidiary of Hejing Technology. In April 2021, the Anhui New Material Fund, Huaibei Small and Small Fund, Huaibei Shanda and Hejing Smart Signing Agreement made capital increases to Hejing Smart, with currency subscribed by 41.666 million yuan, 41.666 million yuan, and 16.666 million yuan.

In December 2021, Anhui New Material Fund, Huaibei Small and Small Fund, and Huaibei Shengda once again intelligently increased capital to Hejing, respectively, with currency subscriptions of 58.333 million yuan, 58.333 million yuan, and 23.334 million yuan. After two rounds of capital increase, the three held Harbin Smart 12.95%, 12.95%, and 5.18%of the shares.

However, on the evening of May 18th, listed companies announced that they intend to purchase Anhui New Material Fund, Huaibei Small Fund, Huaibei Shanda Hyeng Smart's total equity of 31.08%of the shares, and Anhui New Materials Fund, Huaibei Small and Small Fund, and Huaibei Shanda issued shares separately, with a total transaction price of 259 million yuan.

At the same time, Hejing Technology proposed that the total amount of supporting funds raised by non -public issuance of non -public offering of no more than 50 million yuan (inclusive), and after deducting 2.5 million yuan in financial investment factors, the total fundraising of not more than 47.5 million yuan (including 47.5 million yuan).

Based on the above situation, the listed company also received a letter of question, asking the listed company to explain whether there are other agreements and interest arrangements except for the capital increase agreement.

In this regard, listed companies have previously stated that there are no other agreements and interest arrangements with the other party. At the same time, listed companies explained that with the gradual expansion of the business scale, the demand for funds and operations of Jingjing Intelligent production and operation has gradually increased. The year before the introduction of external investors' capital increase, in 2020, the net cash flow of Hejing Intelligent was -34.7143 million yuan. As of the end of 2020, the balance of the book currency funds of the target company was 97.7588 million yuan, and it was deducted from the restricted monetary funds of 67.735 million yuan. Cash and cash equivalents are 29.843 million yuan.

In addition, as of the end of 2020, Hejing Smart's asset -liability ratio was 70.76%, and the bank loan structure mainly focused on short -term credit loans. In order to prevent the occurrence of "long -loan long investment", the above -mentioned investors were selected.

Accept the license class reorganization inquiry letter

In response to a listed company, the purpose of the investment in the previous transaction was substantially investing in equity investment. In the case of accounting processing, the capital increase constitutes the situation of "real debt", and is classified as financial liabilities in accounting processing; the target company uses the previous capital increase as an equity investment. Related accounting processing meets the provisions of accounting standards.

Therefore, listed companies have received the license reorganization inquiry letter again. The Shenzhen Stock Exchange requires the listed company to explain in detail that under the premise that the capital increase is classified as financial liabilities, it is determined that the reasons for the previous capital increase into substantive equity investment, combined with the actual management and operation of the company's participation of the target company, explained that the assets of the target target were determined to be operating assets as operating assets as operating assets. The reasons and rationality of non -claims, and clearly explain whether the transaction meets the provisions in conjunction with the aforementioned situation.

At the same time, from 2019 to 2021, the target company realized net profit of 29.4665 million yuan, 33.255 million yuan, and 35.171 million yuan. When signing the capital increase agreement, Hejing Smart had promised to achieve net profit from 2021 to 2023, not less than 25 million yuan, 30 million yuan, and 35 million yuan, respectively.

However, in this transaction, the net profit of each period (2022 to 2028) during the forecast period was 85.2135 million yuan, 98.024 million yuan, 127 million yuan, 150 million yuan, 168 million yuan, 174 million yuan, 174 million yuan , 171 million yuan, which is not matched with the previous actual net profit and promised net profit.

Therefore, the exchange requires listed companies to explain the differences and rationality of the performance commitment agreed in the prediction of the transaction during the prediction period of the transaction and the previous transaction "Increase Agreement", and conduct quantitative analysis.

Daily Economic News

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