current position:Home>900 million shares were written off. What happened to aixu, the leader of solar cells?

900 million shares were written off. What happened to aixu, the leader of solar cells?

2022-05-07 20:28:3336kr

Solar cell faucet Aixu shares (600732.SH) There have been many things recently .

The performance changed, but the share price rose by the limit for three consecutive trading days ; The refinancing lasting for one year shall be voluntarily terminated on the eve of the review by the CSRC ; The withdrawal of the document took only two months , Aixu Co., Ltd 5 month 6 It's announced today 2022 New annual refinancing plan .

New plan and 2021 The annual edition has many differences , The most significant one involves Chen Gang, the actual controller of the company .

Chen Gang and many other shareholders hold a total of nearly 9 Billion stock , Will be with 1 Yuan was repurchased by aixu shares , And write it off . This means that Chen Gang and other shareholders have made an appointment 142 One hundred million yuan of wealth will come to naught ( notes : With 5 month 6 Calculation of the closing price of riaixu shares ).

Not long before these changes , Aixu shares publicly apologized to investors , Wholly owned subsidiary Guangdong Aixu Technology Co., LTD. ( Hereinafter referred to as “ Guangdong aixu ”) In the last performance commitment period , Instead of completing 9.3 Performance commitment of 100 million yuan , But huge losses 2.49 One hundred million yuan .

Performance commitments result from 2019 One bet in a year . At present, the third gambling period has just ended , Promises have to face punishment . in fact , These penalties have been delayed for a year . The formation of this result , It is closely related to the ingenious adjustment of relevant parties in the second year of the gambling period .

A big bet

Before the deadline for the disclosure of the annual report, aixu Co., Ltd., a leader in solar cells , The answers were released to investors :2021 Annual loss 1.26 One hundred million yuan , After deducting non recurring profit and loss , The loss expanded to 2.81 One hundred million yuan . Last year , The company made more profits than 8 One hundred million yuan , Deduct non profits in excess of 5 One hundred million yuan .

Aixu shares is experiencing a substantial increase in operating revenue 60% Under the circumstances , The above situation occurs . The company's main business is the research and development of solar cells 、 Make and sell , It belongs to the intermediate link of photovoltaic industry chain . When the above situation occurs , The company's business model has not changed much .

This is a holding company , Its main revenue comes from its wholly-owned subsidiary —— Guangdong aixu . The latter was founded in 2009 year , Founded by Foshan businessman Chen Gang .

Only ten years , Chen Gang led Guangdong aixu , On 2019 Successful backdoor ST Xinmei , Landing in the capital market .

Backdoor time ,ST Xinmei is a company with insufficient total assets 6 A billion yuan real estate company , since 2015 Has been struggling on the brink of delisting since . Through this transaction ,ST Xinmei realizes shell preservation 、 Main business conversion 、 Scale up . After closing ,ST Xinmei to “ Face changing ” After, Shanghai aixu new energy Co., Ltd. faces investors again , The latter is abbreviated as aixu shares .

By the power of capital , Chen Gang's personal worth soared , In the second year of Hurun ,2021 Entered the Forbes Global rich list in .

The magic wand of capital was shaking long before backdoor .

Before backdoor , Guangdong aixu's net assets have just exceeded 15 One hundred million yuan , The net profits realized in the three years are 8885 Ten thousand yuan (2016 year )、9069 Ten thousand yuan (2017 year ) and 2.56 One hundred million yuan (2018 year ). And A Compared with many companies , This is already a remarkable level of profitability .2011 - 2017 year , The company's valuation has remained at 20 Around 100 million yuan .

The real change occurs in 2018 year . New capital contribution of new shareholder Tianchuang Haihe Fund 2 One hundred million yuan . This is not the first time that Guangdong aixu has introduced external shareholders , But this is the largest single financing in the company's history up to that time .

Capital increase of Tianchuang Haihe , Change the valuation of Guangdong aixu from 20 The level of about 100 million yuan is directly pushed to 64.94 One hundred million yuan .

Backdoor listing in 2019 year 1 When the plan was launched in January , The valuation of Guangdong aixu by both parties to the transaction , Estimated by the future income method as 67 One hundred million yuan .

The above valuation results are from the date of publication , It has aroused strong concern . Around this issue , Shenzhen Stock Exchange has repeatedly asked 、 The CSRC also put forward relevant feedback . after 8 Months of repeated coordination , Guangdong aixu's backdoor listing was in 2019 year 9 Month to complete . When disclosing the restructuring report , The total equity valuation of Guangdong aixu is revised to 59.43 One hundred million yuan , The estimated value added exceeds 47 One hundred million yuan , Value added rate 379.02%. The reorganization report discloses ,“ After friendly negotiation between both parties of the transaction , The final price of the assets to be purchased in this transaction 58.85 One hundred million yuan ”.

What's interesting is that , After setting the asset price 、 In the process of issuing additional shares to asset holders , Bargaining is happening again . Final , The reorganization report discloses , In order to take care of the cost of individual shareholders , All parties to the transaction are interested in Guangdong aixu , Calculate the difference from the total price 58.85 Two prices of 100 million yuan :58.55 Billion yuan is applicable to most shareholders of Guangdong aixu ,65 One hundred million yuan is only applicable to one shareholder —— Tianchuang Haihe Fund .

This arrangement , stay A Backdoor listing of shares is a rare phenomenon .

“ Although valuation is a very complex process , A separate report from the evaluation agency is required to assist , But there are rules to follow . Calculated according to the future income method , Regardless of the valuation conclusion , Are inseparable from the evaluation of the future profits of the subject matter of the transaction , Especially the profit forecast for the next three years at the time of transaction , Among them, the calculation of the first year's profit is very key , On this basis, combined with the operation of the company, calculate an acceptable growth level , In the second year 、 The profit level in the third year can be roughly . Based on the profit level of the previous three years or the profit level of the first year , After complicated calculation , Get a valuation acceptable to both parties .” A board secretary of a listed company said to 《 The reading is a flag 》 The introduction said .

The penalty for delay

When backdoor listing , share 11 Shareholders , In addition to the actual controller Chen Gang , have other 3 A natural person shareholder 、 as well as 7 A limited partnership fund . Detailed as follows :

( The data come from 2019 year 9 month 11 Daily restructuring report )

Above 7 In a limited partnership fund , In addition to Zhuhai Hengqin Jiashi, an employee stock ownership platform , rest 6 Families are external shareholders , The source of funds behind it is very extensive .

Take Yiwu qiguang, the second largest shareholder, as an example ,《 The reading is a flag 》 It is found that the ultimate shareholder behind it is Yiwu SASAC 、 Chinese academy of sciences 、 And Hubei Province 、 Beijing 、 Chongqing 、 Hangzhou 、 wuxi 、 tianjin 、 State owned assets in Zhuhai and other places . It is worth noting that ,IDG Some famous partners are also among them .

With the support of many funds , Guangdong aixu with net assets 15.3 One hundred million yuan ( Data as of 2018 year 12 month 31 On the basis of the consolidated balance sheet ), Under the evaluation method of future income method , The valuation 59.43 One hundred million yuan .

Of course, the above valuation has undergone complex calculation by the evaluation agency and friendly negotiation between all parties , Its basic data comes from the data of the next three years (2019 year 、2020 year 、2021 year ) Profit forecast , In especial 2019 year . The appraisal organization is based on Guangdong aixu in 2018 Annual realized profit 3.45 One hundred million yuan , It is estimated that 2019 Guangdong aixu will get 4.75 One hundred million yuan . And gives 12.39 Times the dynamic P / E ratio .

In order to make the transaction appear fair and reasonable , The shareholders of Guangdong aixu promise that the company's profits will be at least completed in the next three years 4.75 One hundred million yuan (2019 year )、6.68 One hundred million yuan (2020 year )、8 One hundred million yuan (2021 year ).

If it can't be done , Shareholders of Guangdong aixu need to bear the obligation of compensation , Preferred share compensation , The shortfall is supplemented by cash .

This is a bet on an overvalued listing .

After the interest arrangement is recognized by all parties , Guangdong aixu 2019 year 9 The backdoor is completed in January ST Xinmei , The latter was renamed aixu shares , Guangdong aixu has become a wholly-owned subsidiary of aixu shares .

2019 In, Guangdong aixu realized profits 4.93 One hundred million yuan , Promise to finish easily .2020 year , Changes have taken place , Realize profits 5.49 One hundred million yuan , And commitment 6.68 There is a gap of 100 million yuan . But the end result is , The shareholders of Guangdong aixu have fulfilled their current commitments .

How to do it ?

2021 year 3 month 16 Japan , Aixu shares disclosed , The company and the counterparty intend to restructure the original ( Refers to backdoor listing ) Partial delay adjustment of performance commitment , take 2020 The annual net profit deducted shall not be less than 6.68 100 million yuan is adjusted to no less than 5.38 One hundred million yuan .

instructions , At this time, the actual controller of aixu shares and “ Counterparties ” The first person to commit to performance is the same person —— Chen Gang .

With this adjustment , Guangdong aixu 2020 The annual performance target has been successfully achieved .

But the reduced target profit , Need to join in 2021 In the annual performance objectives , Total commitment for three years 19.43 One hundred million yuan cannot be changed . Therefore, Guangdong aixu 2021 You have to finish at least 9.3 One hundred million yuan .

The third year of the gambling period is over , Guangdong aixu not only failed to achieve the above objectives , And lose money 2.49 One hundred million yuan . According to the gambling arrangement , The shareholders of Guangdong aixu led by Chen Gang need to bear the obligation of compensation .

5 month 6 Japan , Aixu shares disclosed the compensation plan : By Chen Gang 、 Yiwu qiguang et al 11 Performance commitment party compensates shares of listed companies , The total is 8.98 Million shares , By the listed company aixu Co., Ltd 1 The total price is RMB , And cancel it according to law .

Subtle adjustments

If Chen Gang and other shareholders hold nearly 9 100 million shares were cancelled , The total share capital of aixu shares will be 20.4 100 million shares reduced to 11.4 Million shares , The impact on the actual controller Chen Gang is also very direct , After the obligation of compensation is fulfilled , Chen Gang and the persons acting in concert will hold the shares of aixu by 37.34%, Slide down to 23.8%. Of course , Chen Gang is still the actual controller of the listed company .

Before this result appears . Aixu Co., Ltd 5 month 6 The day revealed 2022 Annual refinancing plan . instructions , On the eve of the audit by the development and Examination Committee of the CSRC two months ago , The company withdrew 2021 Annual refinancing plan .

2021 year 4 month , Aixu shares started refinancing , Revised three times , On 2021 year 9 month 25 Announce the plan on the th : To no more than 35 Issuing new shares to specific objects , Fund raising 35 One hundred million yuan . In addition to a small part of these funds to supplement working capital , The rest will be mainly used for the construction of new generation solar cells . in addition , Related parties of the company ( Including the actual controller Chen Gang ) Do not participate in the subscription of new shares .

2022 year 2 month 28 Japan , The CSRC issued a document requiring the issuance and examination commission to make preparations for the refinancing audit of aixu shares . At the critical moment waiting for the audit of the development and Examination Committee of the CSRC , Aixu Co., Ltd 3 month 5 Announced the termination of this refinancing , as a result of “ Industry situation 、 market environment 、 Many changes have taken place in factors such as financing timing ”.

Two months later ,2022 year 5 month 6 Japan , Aixu shares started 2022 Annual refinancing plan : The funds raised have been reduced by nearly 20 One hundred million yuan , The total amount does not exceed 16.5 One hundred million yuan . Under the premise of scale reduction , The use of funds will also be adjusted in the future , In addition to replenishing working capital , About the new generation solar cell construction project , From two to one . The raised funds to be used for this project are planned by 20 100 million yuan to 12 One hundred million yuan .

The more significant change is about the object of issuing new shares .2021 The object of new share issuance under the annual refinancing plan is no more than 35 A specific shareholder , And the related parties of the listed company do not participate in the subscription .2022 In the annual refinancing plan , There is only one object of issuing new shares —— A company called “ Hengqin, Shun and ” Limited Partnership Fund .

According to the plan , Hengqin Shunhe is controlled by Chen Gang, the actual controller of the company .

If 2022 The annual refinancing plan was successfully completed , Chen Gang and the persons acting in concert will raise their shareholding in aixu shares to 33.3%( notes : The implementation results of compensation obligations have been included ). This means that Chen Gang's control over aixu shares will be consolidated again .

( The author is 《 Finance and economics, 》 The reporter )

This article is from WeChat official account. “ The reading is a flag ”(ID:dushuyizhi007), author : Wang Yingchun , edit : Wang Lifeng ,36 Krypton authorized release .

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