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Dafu Technology's sale of subsidiaries was suspected of profit transfer. Nearly 500 million yuan of debt repayments attracted regulatory attention.

January 11, 2019 01:31
Author: Zhang Wenxiang

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The sale of a subsidiary by Dafu Technology is attracting industry attention. Previously, Dafu Technology transferred 100% of its wholly-owned subsidiary to 蚌埠高新投资集团有限公司 (hereinafter referred to as “蚌埠高新投”) at a price of 58 million yuan. At the same time, the company will also bear a debt of 475 million yuan from the above subsidiaries.

Some insiders believe that Dafu Technology's reply is too "superficial" or "official", and the above-mentioned transaction "may have other benefits underneath."

In this regard, Dafu Technology Dong Mi Lin Xiaomei responded to the "Securities Daily" reporter said that the debt belongs to the current debt, after the acquisition of the subsidiary, the relevant debt should be borne by Gao Xinxin.

Selling subsidiaries raises questions

On December 19, 2018, Dafu Technology announced that the company intends to transfer 100% equity of Anhui Dafu Heavy Industry Technology Co., Ltd. (hereinafter referred to as “Dafu Heavy Industry”), a wholly-owned subsidiary, to Gaogaoxin, with a transfer price of 58 million yuan.

It is worth noting that in addition to paying the transfer fee of 58 million yuan, the high-tech investment needs to pay for the huge debts of Dafu Heavy Industry. At present, Dafu Heavy Industry still owes 4.7 billion yuan to Dafu Technology, and the debt will be repaid by Gaoxin. At present, the company has issued a "Joint Guarantee Letter of Commitment", indicating that the debt is subject to unlimited joint liability guarantee. With the acquisition of Dafu Heavy Industry, the amount of money spent by Gaoxin Investment was as high as 533 million yuan.

Compared with the high acquisition cost, the financial data of Dafu Heavy Industry is slightly “sad”. According to the asset assessment report issued by Dafu Technology, as of the end of September 2018, the net assets of Dafu Heavy Industry was -8.695 million yuan. From 2015 to 2017, Dafu Heavy Industry lost RMB 42.32 million, RMB 17.87 million and RMB 78.53 million respectively, and lost RMB 30.41 million in the first three quarters of 2018.

The transaction of Dafu Technology triggered the attention of the Shenzhen Stock Exchange and asked him to explain the valuation basis of the sale of the subsidiary, the reasonableness of the repayment plan and the setting, and whether the transaction involves the transfer of benefits. However, when talking about the valuation of Dafu Heavy Industry in the letter of concern, Dafu Technology's reply was relatively simple, saying only that “the asset-based method was used for evaluation, and the valuation of Dafu Heavy Industry was 58.45 million yuan”.

At the same time, Dafu Technology is notannouncementIn detail, answer the questions about the origin and rationality of the above debts. Lin Xiaomei said in an interview with the "Securities Daily" reporter that "this debt belongs to the current debt of Dafu Heavy Industry. Gao Gaoxin bought a large and heavy industry, and the corresponding debts have also been transferred. Therefore, this debt should be due to high-tech investment. Come to bear."

In this regard, the industry said that "it is difficult to understand." "From the perspective of the assets of Dafu Heavy Industry, the repayment of this debt is not reasonable. The reply of the listed company is only superficial and too official. In addition, from the perspective of the acquirer, the cost of acquiring Dafu Heavy Industry is too Big, I don’t see where the investment logic behind it is, there may be other benefits to be conveyed under it.” A senior practitioner of Dahua Certified Public Accountants told the Securities Daily reporter.

On the other hand, the sale of Dafu Heavy Industry is expected to bring about 140 million yuan in profits to listed companies, while Dafu Technology clearly stated that there is no situation in the transaction where the sale of assets at the end of the year has increased profits and transmitted to third parties. In the first three quarters of 2018, Dafu Technology lost 65.59 million yuan, and it is still to be seen whether it can achieve profitability in 2018.

Take over is holdingshareholderMaximum creditor

According to public information, 蚌埠高新投资 is a wholly-owned subsidiary of the High-tech Industrial Development Zone Management Committee. The main place of business and registration of Dafu Heavy Industry is also located in Handan City, Anhui Province.

At present, the controlling shareholder of Dafu Technology is Shenzhen Dafu Matching Investment Co., Ltd. (hereinafter referred to as “Dafu Matching Sky”), while the high-tech investment is the largest creditor of Dafu. Dafu Technology revealed that Dafu Litian and its wholly-owned subsidiary have borrowed from Gaoxinxin and used the shares of listed companies held by Dafu Litian and the actual controller for mortgage. Dafu Technology’s third quarterly report in 2018 showed that Dafu Matching held a 43.11% stake in Dafu Technology, but all of the above shares have been frozen.

Despite the debt dispute between the acquirer and the controlling shareholder, Dafu Technology clearly stated that it sold the debt of Dafu Heavy Industry and the controlling shareholder.ReorganizationMatters have nothing to do.

Dafu Technology also emphasizes that Gaogaoxin does not hold shares of listed companies, and has no relationship with listed companies, controlling shareholder Dafu Litian and its related parties, shareholders of more than 5% of the company, and senior supervisors. The Industrial Development Zone Management Committee does not have any relationship with the above related parties.

It is worth mentioning that, due to the failure to resolve the debt dispute with the high-tech investment, the important debt restructuring of Dafu Tiantian eventually ended in nowhere. On September 25, 2018, Dafu Litian and Zhengzhou Airport Hong Kong Xinggang Investment Group Co., Ltd. (hereinafter referred to as “Xinggang Investment”) signed a framework agreement, and Xinggang Investment intends to invest 2.822 billion yuan to transfer Dafu Shitian Investment and the company's actual The controlling person Sun Shangchuan holds 29.99% of the shares of Dafu Technology. Once the acquisition is completed, Xinggang Investment will become the controlling shareholder of the company, and the debt problem of Dafu Tiantian is expected to be relieved to a certain extent.

On December 13, 2018, Yan Gaoxin issued a "Notice Letter" to Dafu with a match, according to the agreement discount ratio, Dafu with the skyPledgeThe shares are no longer sufficient to cover the total amount of principal and interest owed, and Gaoxinxin requires additional pledge stocks or other collateral. In the event that this measure is not implemented and the above amount has not been fully repaid, Dafu Litian cannot sign Dafu Technology with any party.Equity transferprotocol.

On December 17, 2018, Dafu Litian and Dafu Technology received the "Notice of Suspension of Transaction" issued by Xinggang Investment. Xinggang Investment decided to suspend the acquisition of Dafu Technology Co., Ltd. and decide whether to restart the transaction as appropriate.

(Article source: Securities Daily)

                (Editor: DF407)

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