Yangtze River Business Daily reporter Xu Jia
The roof leak happened to rain overnight. Only a few days after the actual controller was arrested, Guao Technology (300551. SZ) subsidiary received a fine.
A few days ago, Guao Technology disclosed that the company's holding subsidiary, Donggao (Guangdong) Technology Development Co., Ltd. (hereinafter referred to as "Donggao") was suspended by the Guangdong Securities Regulatory Bureau for 6 months to add new customers, and the rectification period will have a greater impact on the company's operating performance in the current year.
The Yangtze River Business Daily reporter noticed that East Hi-Tech was acquired by Guao Technology in December 2021 and is a core subsidiary of the company's financial information service business. In November 2023, Donghi-Tech was ordered by the Guangdong Securities Regulatory Bureau to suspend new customers for 6 months.
According to the data, in 2023, Donghi-tech will achieve an operating income of 422 million yuan, and the net profit attributable to the owners of the parent company after deducting non-recurring profits and losses (deducting non-net profits, the same below) will be 6.5008 million yuan, a year-on-year decrease of 51.67%, and the performance commitment will not be completed for two consecutive years in 2022 and 2023, with the completion rate of performance commitment being 37.37% and 16.25% respectively.
Based on this, in 2023, Guao Technology will make a goodwill impairment provision of 48.2822 million yuan for the goodwill of 187 million yuan formed by the acquisition of East Hi-Tech. In the current period, Guao Technology achieved an operating income of 568 million yuan, and the net profit and non-net profit were 75.0674 million yuan and 124 million yuan respectively. In the past three years, Guao Technology has deducted non-net profits in a state of loss, with a cumulative loss of about 257 million yuan.
It should be noted that on the evening of May 28, Guao Technology announced that Chen Chongjun, the actual controller of the company, was arrested on suspicion of manipulating the securities market.
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The subsidiary was fined for three major violations
A few days ago, Guao Technology disclosed that the company's holding subsidiary, Dong Hi-Tech, received the "Notice of Administrative Supervision Measures" issued by the Guangdong Securities Regulatory Bureau.
After investigation, the Guangdong Securities Regulatory Bureau found that there were three major violations of the company: First, there were new customers during the period when the company was ordered to suspend the new customers, reflecting the company's unsound internal control and inadequate compliance management.
Second, there were implied returns in the process of promoting the business and investment advisory services of East Hi-Tech, the investment advice provided to the client lacked a reasonable basis, the personnel who were not registered as "investment advisers" with the Securities Association of China provided investment advice to the client, and the name of the securities investment adviser and its registration code were not informed when providing investment advice to the client.
Third, Dong Hi-Tech provided securities investment advisory services without entering into a securities investment advisory agreement with the client. The risk tolerance of customers is not strictly assessed, and some customers lack risk testing and confirmation of suitability assessment results.
In accordance with the relevant regulations, the Guangdong Securities Regulatory Bureau intends to decide to order the East Hi-Tech to suspend new customers for 6 months, complete the rectification after the suspension is completed and submit a written rectification report, and the Guangdong Securities Regulatory Bureau will verify and accept the rectification according to the situation.
The Yangtze River Business Daily reporter noticed that in November 2023, Dong Hi-Tech was ordered by the Guangdong Securities Regulatory Bureau to suspend new customers for 6 months, and the above violations also showed that Dong Hi-Tech was still "committing crimes against the wind" during the punishment period.
At the same time, Guao Technology said that the regulatory measures for new customers were suspended for 6 months, and the rectification period will have a greater impact on the company's operating performance in the current year. During the rectification period, the business of existing customers will not be affected.
According to the data, Dong Hi-Tech was acquired by Guao Technology in December 2021, and the financial information service business of Guao Technology is currently carried out by Dong Hi-Tech. As a comprehensive securities information service provider, Donghi-Tech is also one of the first institutions to obtain the securities investment consulting qualification of the China Securities Regulatory Commission.
At the time of the acquisition, the counterparty had made a performance commitment that from 2022 to 2024, the non-net profit deducted by East Hi-Tech would not be less than 36 million yuan, 40 million yuan, and 50 million yuan respectively, with a total of not less than 126 million yuan in three years.
In fact, in 2022 and 2023, the net profit deducted by Dong Hi-Tech will be 13.4519 million yuan and 6.5008 million yuan respectively, and the completion rate of performance commitments will be 37.37% and 16.25% respectively.
The performance of East Hi-Tech is not up to standard, but the performance commitment party has been slow to pay the performance compensation. On May 29, Guao Technology disclosed a reply letter to the Shenzhen Stock Exchange, showing that because Dong Hi-Tech has not completed its performance commitments for two consecutive years, and the promising party has not yet paid the 2022 annual performance compensation, according to the equity transfer agreement, the promising party should compensate the company with a total of 83.4838 million yuan. At present, Guao Technology has not yet paid the second phase of equity transfer, and the company is still actively negotiating with the performance commitment party, and there has been no substantial progress in this matter.
The cumulative loss of 257 million in three years was deducted
The performance of the acquired subsidiaries is not up to standard, and East Hi-Tech has become a drag on Guao Technology.
A reporter from the Yangtze River Business Daily noticed that Guao Technology originally started with financial equipment business, and began to transform into the field of financial technology in 2020. In the first year of transformation, the performance of Guao Technology fell sharply, and the main business fell into a loss in the following year.
According to the data, from 2020 to 2023, Guao Technology will achieve operating income of 292 million yuan, 173 million yuan, 525 million yuan, and 568 million yuan respectively, a year-on-year increase of -37.36%, -40.6%, 202.79%, and 8.19%; net profit was 23.991 million yuan, 15.4501 million yuan, -61.8015 million yuan and -75.0674 million yuan, a year-on-year decrease of 46.64%, 35.6%, 500.01% and 21.47%; The non-net profit was 13.622 million yuan, -32.0133 million yuan, -101 million yuan and -1.24 yuan, a year-on-year decrease of 57.18%, 335.01%, 215.37% and 23.02%.
Among them, from 2020 to 2023, Guao Technology deducted non-net profit losses for three consecutive years, with a cumulative loss of about 257 million yuan.
According to Guao Technology, the company's traditional business is affected by the market environment and industry factors, the shrinking market demand for cash machines, the decline in the gross profit of the traditional business, and the poor performance of East Hi-Tech, and the provision for goodwill impairment are all important factors affecting the company's performance.
The annual report shows that in 2023, Guao Technology will make a goodwill impairment provision of 48.2822 million yuan for the goodwill formed by the acquisition of East Hi-Tech for 188 million yuan. As of the end of March 2024, there is still 149 million yuan of goodwill hanging on the books of Guao Technology.
This means that if the performance of East Hi-Tech continues to fall short of expectations, Guao Technology still has the risk of continuing to make provision for goodwill impairment and drag down its performance.
It is worth noting that a few days before the subsidiary was fined, the actual controller of Guao Technology was arrested. On the evening of May 28, Guao Technology disclosed that the Qingdao Municipal Public Security Bureau arrested Chen Chongjun on suspicion of manipulating the securities market on May 24, 2024.
Previously, in March this year, Chen Chongjun was issued a warning letter by the Shanghai Securities Regulatory Bureau for illegally reducing his holdings of Guao Technology shares. On April 25, Guao Technology announced that the company learned that Chen Chongjun was criminally detained by the Qingdao Municipal Public Security Bureau on suspicion of manipulating the securities market.
According to the announcement disclosed by Guao Technology on April 10, as of now, Chen Chongjun directly holds 78.5506 million shares of the company, accounting for 23.10% of the company's share capital after excluding the company's special repurchase account; The cumulative number of pledged shares is 67.17 million shares, accounting for 85.51% of the company's shares held by it, accounting for 19.75% of the company's share capital after excluding the company's special repurchase account; The cumulative number of shares frozen by the judiciary is 93,000 shares, accounting for 0.12% of the company's shares held by it and 0.03% of the company's share capital after excluding the company's special repurchase account.
At present, the number of pledged shares that have expired in Chen Chongjun is 31.5 million shares, accounting for 40.10% of the company's shares held by him, and the corresponding financing and guarantee balance is 240 million yuan, and the cumulative number of pledged shares due in the next six months is 35.67 million shares, accounting for 45.41% of the company's shares held by him, and the corresponding financing balance is 200 million yuan.
Guao Technology also claimed that Chen Chongjun's assets (except for the company's shares held by him) were insufficient to repay the total amount of pledged financing and guarantees of 439 million yuan, and could not be realized in a short period of time, and his solvency was insufficient, and there was a risk of debt repayment.
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