Text/Yangcheng Evening News all-media reporter Huang Ting
At the end of each year, the "shell protection" war will always start as scheduled. A few days ago, ST Shelley (002076) announced that the 22% equity assets of Tianjin Essen Donghui Preservation Technology Co., Ltd. (hereinafter referred to as "Jetson Donghui") held by the related party to be donated, and the stock price rose by 5.26% the day after the announcement was disclosed.
This "generous donation" has aroused the questions of the company's independent directors, and the Shenzhen Stock Exchange's letter of concern is "straight to the point", asking ST Shelley to explain whether to use this donation to avoid the possibility of delisting risk warning due to negative net assets at the end of the period.
St Shelley official website web page screenshot
The actual controller's family will be in hand for 3 days of equity "white"
On November 23, ST Shelley announced that Foshan Damu Investment Holdings Co., Ltd. ("Damu Holdings"), a related party of the Company, intends to donate 22% of its equity in Jiesheng Donghui to the Company free of charge, and the consideration actually paid by the Company when receiving the gift is 0 yuan.
This related party transaction involved a family of three of Chai Guosheng, the controller of ST Shelley.
ST Shelley full name Guangdong Shellette Optoelectronic Technology Co., Ltd., headquartered in Nanhai District, Foshan City, Guangdong Province, in 2006 listed on the Shenzhen Stock Exchange small and medium-sized board listing, the main business for ultraviolet germicidal lamps, LED and fluorescent indoor lighting, automotive lighting, lithium battery production equipment, its founder Chai Guosheng once sold light bulbs to save 1.9 billion net worth. The "generous donation" of Damu Holdings is the company in which Chai Guosheng's spouse Chen Min and his son Chai Hua jointly hold 100% of the equity, which belongs to the company's related parties. At present, his son Chai Hua is also one of the directors of the company and serves as the president of the company.
As a donated asset, at the end of 2020, Jesun Donghui was once insolvent, with a net asset attributable to the mother of -8.9 million yuan; as of August 31 this year, its net assets attributable to the mother were 11.8952 million yuan. From the performance point of view, in the first eight months of this year, the operating income of Jesseong Donghui was 126 million yuan, which was twice the annual revenue of last year; the net profit attributable to the mother was 20.7952 million yuan, while last year this indicator was still a loss.
According to the asset appraisal report issued by the third-party appraisal company, under the premise of continuing operations on August 31, 2021, the audited net book assets of the enterprise were 17.4584 million yuan, and the value of all shareholders' equity assessed by the income method was 797.1957 million yuan, an increase of 779.7373 million yuan.
According to the above announcement, the transaction consideration of Damu Holdings when it acquired a 22% stake in Essay Donghui was 171.6 million yuan. According to Tianyancha information, the acquisition occurred on November 19, and just 3 days later, Damu Holdings handed over its shares to the other. The reason for the gift is to support st Shelley's business development, which is conducive to improving its asset position and enhancing its future sustainable profitability. In addition, 171.6 million yuan will be paid in installments over 24 months, and Damu Holdings has promised to pay the equity transfer in full.
The announcement also said that the related party transaction has been deliberated and approved by the 61st meeting of the company's fifth board of directors and the 36th meeting of the fifth board of supervisors, and the affiliated directors have recused themselves from voting, and the independent directors have issued prior approval opinions and independent opinions, which still need to be submitted to the company's shareholders' general meeting for consideration.
The company suspended trading under the questioning of the independent director and the supervision question
Intriguingly, many of the company's independent directors disagreed on this "pie that fell from the sky". At the 61st meeting of the fifth board of directors, Independent Director Miao Yingjian abstained from voting.
The low degree of business relevance and the risk of whether Damu Holdings can pay the transfer payment are the reasons for Miao Yingjian to abstain. He said: "The business logic of equity gifts is not clear. The main business of Jiesheng Donghui and the main business of the company's ultraviolet disinfection lamp are not highly correlated, and there is no obvious synergy effect. Damu Holdings is required to pay the transferor RMB171.6 million for the equity transfer within 24 months, and I am not sure of its ability to pay and the impact on the Company if it is unable to pay. ”
In response to the latter concern, ST Shelley's announcement explained that ST Shelley does not inherit the obligation to pay the equity transfer price to Jetson Technology under the Equity Transfer Agreement signed between DAMU Holdings and Tianjin Jetsei Holdings Technology Co., Ltd. (hereinafter referred to as "Jetson Technology") and the corresponding liability for breach of contract due to the failure to pay the equity transfer price in a timely manner, and such obligations, liabilities and disputes shall still be borne by DAMU Holdings.
However, it is not unreasonable for the independent director to question the ability of Damu Holdings to pay. According to ST Shelley's recent announcement, as of November 17 this year, Chai Guosheng and his co-actors held a total of 133 million shares of the company, all of which were in a state of judicial freezing (of which 103 million shares were pledged), and their shares were recently disposed of by securities companies for repeated breach of contract due to pledge matters. Chai Guosheng himself was also identified by the court as a dishonest executor for violating the property reporting system and refusing to perform the obligations to take effect of legal documents due to his ability to perform.
Although the related party transaction was deliberated and approved by the board of directors, it still attracted the attention of the Shenzhen Stock Exchange. Around a series of doubts of the independent director, the Shenzhen Stock Exchange issued a "soul three questions" in the letter of concern. The first is to explain whether the donated assets have a synergy effect with the company's existing business; the second is to explain whether Damu Holdings has the ability to perform the payment of equity transfer payments; the third is to explain whether the company has used this high-valued asset donation to avoid the situation that the delisting risk warning is implemented due to the negative net assets at the end of the period.
Unexpectedly, after receiving the letter of concern, ST Shelley announced on the same day that it would cancel the shareholders' meeting to be held on December 9 and consider the transaction. On November 26, ST Shelley issued an announcement that the company decided to terminate the donation.
What are the odds of ST Shelley's "shell off the hat"?
In the face of the Shenzhen Stock Exchange's doubts about the company's use of the donation "shell", ST Shelley denied it, and said that the company, as the recipient, received the donated assets without paying any money and undertaking obligations, and there was no deliberate avoidance of the delisting risk warning due to the negative net assets at the end of the period.
In April 2020, due to the negative audited net profit for the two consecutive fiscal years in 2018 and 2019, and the negative audited net assets in 2019, the Shenzhen Stock Exchange implemented a "delisting risk warning" treatment for the company's stock trading; due to the turnaround of net profit in 2020, in June this year, the company's stock withdrew the delisting risk warning and continued to implement other risk warnings, referred to as "*ST Shelley" to "ST Shelley".
ST Shelley develops ultraviolet germicidal lamp business Web page screenshot
The need for prevention and control under the epidemic is undoubtedly a "life-saving straw" for ST Shelley's "shell protection and hat removal" battle. For the turnaround of net profit, ST Shelley said that the company is fully engaged in the business of ultraviolet germicidal lamps, and the operating income of ultraviolet germicidal lamps in 2020 is 0.90 billion yuan, an increase of more than 60.55% year-on-year. In June 2020, ST Shelley and Guangzhou Huyan Institute Pharmaceutical Technology Co., Ltd. signed a strategic cooperation agreement to focus on solving campus infection prevention and control, reducing cross-infection, and protecting the health of teachers and students; the company is responsible for the marketing of new products such as lighting elimination system, integrating marketing, research and development, design, production, installation, transportation, etc. For a time, ST Shelley became an "anti-epidemic star stock".
Unfortunately, the good times are not long, according to the third quarter report of this year, ST Shelley attributable to the owner's equity of the parent company at the end of September - 35.4815 million yuan, the net profit attributable to the shareholders of the listed company in the first three quarters was -60.9303 million yuan, and 2021 has been three consecutive quarters of losses, ultraviolet lamp series product revenue also declined year-on-year.
However, a few days ago, st Shelley and the medical system cooperation in the next city, the company and Sinopharm Group Medical Management Co., Ltd. signed a strategic cooperation agreement, will be around the ultraviolet disinfection product production research and development and market expansion and other fields of cooperation, but also to the company's development to provide a new imagination space.
In addition to borrowing anti-killing products to rub epidemic prevention hotspots, debt restructuring is also an important measure taken by ST Shelley in recent years. According to the announcement, as of now, ST Shelley has signed repayment agreements for debt restructuring with 36 creditors this year, involving a debt scale (referring to the book amount before debt restructuring) of 8.387 million yuan, a debt exemption amount of 4.1598 million yuan reached with creditors, and the amount of debt to be repaid after exemption is 4.2272 million yuan, and the debts to be repaid after exemption have been paid off. (For more news, please pay attention to Yangcheng Pie pai.ycwb.com)
Source | Yangcheng Evening News Yangcheng Pie
Edit | Wang Danyang