Economic Herald reporter Du Hai
On July 3, Shandong Qianyuan Zefu Technology Co., Ltd. (hereinafter referred to as "Qianyuan Zefu", 831092.NQ), an innovative layer of the new third board, issued an announcement stating that due to the lack of understanding of the company's controlling shareholder, the board of directors of the company was not informed in time of the signing of the VAM agreement with the investor Shandong Luxin Capital Market Development Equity Investment Fund Partnership (Limited Partnership) (hereinafter referred to as the "Capital Market Fund"), and the company did not disclose it in a timely manner, and is now making supplementary disclosures.
It is reported that on July 7, 2017, the company signed a share subscription agreement with the capital market fund; On the same day, Peng Hongyue, the controlling shareholder of the company, signed a VAM agreement involving special investment terms with the capital market fund.
In other words, Qianyuan Zefu should have disclosed an important announcement at that time, but because the controlling shareholder did not inform the company's board of directors in time, the company did not disclose it until nearly 7 years later.
"The above-mentioned VAM agreement does not regard the company as a party and the subject of obligations under the repurchase clause, and there is no adverse situation that seriously affects the company's ability to continue operations or other adverse circumstances that seriously affect the rights and interests of investors." Qianyuan Zefu said.
The property in the name of the controlling shareholder was seized
The Economic Herald reporter inquired about the announcement of the year and learned that in July 2017, Qianyuan Zefu disclosed the announcement of the results of the stock issuance subscription, and the company issued 2.52 million shares to the new investor capital market fund, with an issue price of 8 yuan per share, and a total of 20.16 million yuan of funds raised.
According to Qianyuan Zefu's disclosure today, the above-mentioned VAM agreement involves special investment terms: Peng Hongyue assured the capital market fund that after the completion of this capital increase, the company's net profit in 2017 will not be less than 20 million yuan, in 2018 will not be less than 30 million yuan, or the two-year consolidated net profit will not be less than 50 million yuan. Based on the above performance commitments, if the company's consolidated net profit in 2017 and 2018 is less than 50 million yuan, Peng Hongyue will compensate the capital market fund.
In addition, the VAM agreement also sets conditions for share repurchase: if the company's total audited net profit in 2017 and 2018 is less than 40 million yuan, or if the company fails to complete the domestic initial public offering of shares and list on the main board or GEM before June 30, 2021, Peng Hongyue will transfer the shares of Qianyuan Zefu transferred to him by the capital market fund in cash at the corresponding repurchase price. The equity repurchase price is the capital market fund's investment principal of 20.16 million yuan and the income calculated at an annualized rate of return of 10%.
The reporter of the Economic Herald inquired about the financial data and learned that in 2017 and 2018, Qianyuan Zefu achieved a net profit of 11.37 million yuan and 12.71 million yuan respectively, which is a big gap compared with the above performance commitments; Moreover, to this day, Qianyuan Zefu has not been able to achieve an IPO.
Qianyuan Zefu further disclosed in the announcement on July 3 that the above-mentioned VAM agreement had been involved in litigation, and the capital market fund had sued Peng Hongyue, the controlling shareholder of the company, to the Lixia District Court of Jinan City, and the real estate in Peng Hongyue's name had been seized.
So, was Peng Hongyue sued because he did not repurchase the shares of Qianyuan Zefu held by the capital market fund at the agreed price? On July 4, a reporter from the Economic Herald called Ma Xiaonan, secretary of the board of directors of Qianyuan Zefu, who said in a low-key manner, "Everything is subject to the announcement." ”
If the company fails to disclose important announcements in a timely manner due to the reasons of the controlling shareholder, is it possible that the company will be punished by the regulatory authorities? Ma Xiaonan said, "I don't know. ”
In the announcement on July 3, Qianyuan Zefu said that the company will further strengthen the study of laws and regulations and the management of information disclosure in the future work, improve the level of standardized operation of the company, and ensure that the company's information disclosure is true, accurate, complete and timely; The Company apologizes for the inconvenience caused to investors by the above-mentioned failure to disclose information in a timely manner.
The company turned from a profit to a loss last year
According to the 2023 financial report, Qianyuan Zefu's main business is the research and development, production and sales of energy-saving and thermal insulation prefabricated building materials, and the company is committed to the research and development of new materials in the field of building industrialization, and the research and development direction focuses on prefabricated building parts and energy-saving building materials. The company's sales model is mainly direct sales, and in the future, it will adopt a sales model combining direct sales and technical cooperation to promote and sell energy-saving building materials products nationwide. The company's office address is located in Jiyang District, Jinan City.
In 2023, the company will achieve operating income of 84.356 million yuan, a year-on-year increase of 3.39%; The net profit was -10.5842 million yuan, compared with a profit of 12.2758 million yuan in the same period last year.
Some people in the industry said that in the field of building industrialization, the policy orientation has always been based on comprehensive promotion, which has brought great opportunities for the development of the industry, on the other hand, it also makes the products of such enterprises subject to the constraints of energy saving, fire prevention and other requirements, that is, in order to ensure that the corresponding national standards and industry standards are met, enterprises need to increase the investment of technology, manpower, raw materials and other related resources, and the cost of enterprises will also increase. In the future, with the further improvement of the country's requirements for the performance of building industrialization materials, enterprises in the industry will face the resulting cost pressure.
The Economic Herald reporter noted that the gross profit margin of Qianyuan Zefu in 2023, 2022 and 2021 was 16.99%, 31.62% and 32.49% respectively, but in the same period, the gross profit margin of the company's technical service business was as high as 79.21%, 98.81% and 96.81% respectively. The gross profit margin of Qianyuan Zefu's technical service business in 2022 and 2021 is close to 100%.
"Generally speaking, behind the high gross profit margin is the high industry threshold and the scarcity of technology." Mr. Song, a partner of an accounting firm in Shandong, analyzed to the Economic Herald reporter, "the technical service income of an enterprise is mainly based on the company's achievements in the conversion of invention patents or based on its R&D achievements and service income, and the company's R&D related patent or non-patented technology costs have been included in the current R&D expenses and expensed, so the company only incurs a very small amount of costs such as travel expenses and labor costs when actually providing technical services." In this way, the gross profit margin of the company's technical service business is likely to be close to 100%. ”
However, the Economic Herald reporter checked the financial reports of Qianyuan Zefu in the past three years and did not find a detailed explanation or explanation of the company's high gross profit margin of the technical service business. Therefore, it is not yet known whether this business has attributes such as high industry threshold and scarcity of technology.
