After the chairman of the new China Securities Regulatory Commission took office, he made drastic reforms to the market, and it was rare to have seven consecutive yangs, restore the normal order of the market, and let ** become the cradle for investors to make money, more than 200 million shareholders are eagerly looking forward to it, the chairman of the China Securities Regulatory Commission also said that it will conduct a 10-year reverse investigation, the financial information of listed companies, all aspects of the situation must meet the true requirements, so that the use of various financial fraud in the early stage of listing, false disclosure of various information, irresponsible enterprises will withdraw from the historical stage, the new policy has been announced, More than 300 of the nearly 800 companies in the original queue have withdrawn from the application, investors are jubilant, and for the companies that are about to go public, the audit requirements are becoming more and more stringent to ensure that high-quality enterprises get the opportunity to go public, which will also usher in the strictest requirements for splitting listed companies, but in this situation, Weichai Lovol, a subsidiary of Weichai Group, continues to adhere to the GEM listing application, presumably more confident in themselves.
Speaking of Weichai Lovol, it is well-known in the field of tractors, agricultural machinery, harvester construction machinery and other vehicles, and can be called an industry giant, and it is also a big deal for this listing, planning to raise 5 billion yuan. However, combing the prospectus, in fact, there are still a lot of problems, especially on the surface, Weichai Lovol's performance is more than 10 billion, and the financial data is good, but the real research has found that as a giant, there is a listed company Weichai Power as a shareholder, and it is not familiar with the disclosure rules.
Multiple disclosures are inadequate or vague
The reply to the inquiry shows that Weichai Lovol has a number of information that has not been disclosed in the prospectus: there are five items about the industry and business; Regarding the necessity and compliance of spin-offs and listings, the requirements for spin-offs and listings, the compliance of issuers, and the performance and compliance of relevant procedures are not disclosed; Explain the details of the Hong Kong Stock Exchange's approval of the spin-off and the consent letter for the exemption of the guaranteed quota. Regarding the stability of control and the fairness of investors' equity pricing, there are also many cases where there is insufficient disclosure, and the issuer has not explained the relevance of the relevant subsidy policies to the various agricultural machinery products produced by the issuer with regard to operating income and agricultural machinery subsidies. If there is a discrepancy between the time of the terminal sales documents and the time of reimbursement at the point of reimbursement, the intermediary listed the relevant reasons according to the explanation provided by the issuer, but did not explain the proportion of the relevant circumstances and the verification of the authenticity of the reasons. Five items were not stated regarding the completeness of operating costs and the reasonableness of gross profit margins lower than those of comparable companies in the same industry, two items were not fully explained regarding period expenses, and six items were not disclosed or were not fully disclosed regarding information disclosure. Therefore, from the news show, compared with other companies to be listed, there are more undisclosed or insufficiently disclosed projects, is it because these have adverse effects on the listing or the sponsor has not fully fulfilled its responsibilities?
Competitive means, causing dissatisfaction with opponents
A statement circulating on the Internet that a competitor Guangxi Yuchai engine has increased its price:
First of all, whether this statement is true, the terminal pricing of Lovol agricultural machinery products equipped with Yuchai engine is 14,000 yuan lower than the price of the same product with Weichai engine, whether it is true, and it makes people wonder whether Weichai is pricing the engine of Lovol agricultural machinery product configuration differently? Moreover, Weichai Lovol dealers and users need to configure Yuchai engine Lovol agricultural machinery products but can not get resources, Weichai's practice violates fair competition in the market? If the price of Yuchai engine is raised by 14,000 yuan, what is the impact on the company's Lovol agricultural machinery products using Yuchai engine? The data shows that after Weichai acquired Lovol, it increased the number of tens of thousands or even more than 100,000 engines, which means that after the acquisition, Weichai will squeeze Yuchai engines out of Lovol's top business in this way? In response to this matter, analysts have the following views: May I ask, if this is done, although it may be beneficial to Weichai Lovol, but in fact, because the two companies are in the top two in the industry, the competition is fierce, but is the way of competition in line with national policy? Will it cause a choice between the relevant dealers or the industrial chain? Is there a risk of litigation in the future?
Related-party transactions infringe on shareholders' rights and interests, and the performance is supported by shareholders and is not weaned
Although Weichai Lovol has a revenue of 10 billion yuan, but within Weichai Group, it is only a little brother, and the official website of Weichai Group shows that its listed companies have reached 8 and 10. In 2004, after its establishment, it has been carrying out equity transfer, and the ultimate goal is to win Lovol, and it has not been until 2022 that the holding has been truly realized for only one year. According to the judgment document network, in July 2020, Weichai Group filed a lawsuit against Lovol Heavy Industries for disputes over shareholders' right to know, and Weichai Group also simultaneously filed a dispute over the revocation of resolutions and loan contracts with Lovol Heavy Industries, and filed a related party transaction damage liability dispute with Lovol Heavy Industries' shareholders Tianjin Lovol and Matmark (formerly Hebei Xuangong), and the acquirer also sued others, only Weichai Group did it, if Weichai Lovol was listed, Weichai Power would be a listed company, and then split and listed successfully. It is two listed companies, and it is also the relationship between shareholders and its companies, Weichai Power not only splits a Weichai Lovol, but also its Torch Technology is also listed on the GEM, itself a listed company, constantly splitting and listing, and, at present, after August 2022, Weichai Lovol is divided into three, namely Weichai Lovol (existing), Qixing Machinery and Five Star Vehicle Company. At present, the five-star vehicle company mainly has a three-wheeled vehicle business, and the latest prospectus shows that it will do three-wheeled motorcycle business and separate the newly established Qixing Machinery and five-star vehicle company. Before the division, the registered capital of Weichai Lovol was 120,909600,000 yuan, and the registered capital of Weichai Lovol after the division is 112,909600,000 yuan, the registered capital of Qixing Machinery is 50 million yuan, and the registered capital of Five Star Vehicle Company is 30 million yuan. The three companies after the split have the same shareholding ratio as those of Weichai Lovol before the split.
In August 2022, Lovol Weichai and Qixing Machinery completed the delivery of assets and the allocation of personnel; On June 8, 2023, the Ministry of Industry and Information Technology issued the "Road Motor Vehicle Manufacturers and Products (371 Batches)", and the five-star vehicle company is a newly established motorcycle manufacturer. On July 17, 2023, the Ministry of Industry and Information Technology issued the "Road Motor Vehicle Manufacturers and Products (372 Batches)", Weichai Lovol's motorcycle and three-wheeled vehicle production qualifications were cancelled, and Five Star Vehicle Company completed the announcement change of three-wheeled motorcycle products. As of the signing date of this prospectus, Weichai Lovol and Five Star Vehicle Company have completed the delivery of all assets, and the delivery of the separation of Weichai Lovol has been completed.
However, the prospectus also shows that during the transition period, the bank accounts, tax accounts, tax declarations and social security provident fund payments of the five-star vehicle company will still use the legal person account of the issuer's Zhucheng branch. So after the separation, will it affect the company's performance in the future?
According to this model, will it also launch a listed business in the future, not to do it, but how to achieve results? It can only rely on the support of shareholders, if it is dismantled like this, then the related party transactions between the two, as well as the related party transactions between Weichai Lovol and other Weichai enterprises, are they considered to infringe on the rights and interests of shareholders?
According to the prospectus, Weichai Lovol's operating income in the reporting period, 2019-June 2023, 1243.5 billion yuan, 1365.4 billion yuan, 1721.6 billion yuan, 171$6.4 billion; 76.The net profit attributable to the parent company of 5.2 billion yuan was -47.9 billion yuan, 8143060,000 yuan, 123.1 billion yuan, 76.9 billion yuan, 45.6 billion yuan, the operating income is indeed at the head, but the net profit is compared with the operating income, the profit margin is very low, especially the key is that Weichai Lovol's operating income relies on the support of related party transactions, related sales, procurement and capital lending, and the amount of recurring related sales is 28,835020,000 yuan, 27,783220,000 yuan, 30,854710,000 yuan and 14,687040,000 yuan, accounting for the proportion of operating income respectively. 80% and 192%；The total amount of the company's recurring related party purchases was 57,330690,000 yuan, 138,739670,000 yuan, 148,953$590,000 and $115,620310,000 yuan, accounting for the proportion of total procurement. 65% and 1627%。In 2021, Weichai Group issued a one-time bonus of 231 to 35 employees of the issuer in 202100000000000000000000000000000000000000000000,000 yuan. Collect and pay foreign currency loans from Apos Technology and Apos Europe. At the end of 2020, Weichai Lovol respectively sold 68.6 billion yuan, 2449880,000 yuan, 500 million yuan into Weichai Group's funds; At the end of 2021, the company divulged 48.6 billion yuan, 137.6 billion and 6$2.2 billion; At the end of 2022, 62.3 billion yuan and so on.
Although these are not enough to affect the company's performance compared with the company's operating income, the crux of the problem is that the company itself is different from other listed companies, it is split and listed, so the performance of the group is originally under the name of the controlling owner, but it is only spun out, and there are still a large number of related party transactions after the spin-off
Pending litigation and equity acquisitions, and product quality have been troubled
At the end of September 2022, the issuer had a cumulative balance of 62,250380,000 yuan, which has been fully provided for bad debts. As of now, the issuer has pending litigation related to Tianjin Engine. There are other lawsuits.
In addition, in December 2020, Weichai Group acquired 47,345760,000 shares, accounting for 3916%。In July 2021, Weichai Power won 96,819970,000 yuan of ** to acquire 46,683 companies held by the issuer's original controlling shareholder, Apos Technology (formerly Tianjin Lovol).840,000 shares, accounting for 3862%。The remaining problem in the two transfers is that Weichai Group and Weichai Power have not yet paid the above-mentioned retained tax compensation, and are still negotiating with Apos Technology on payment matters. Is this matter resolved?
There are also problems with the company's product quality, and Weichai also has disputes in the process of acquiring Lovol, how can the company solve product quality problems?Has the company's acquisition of Lovol not been fully absorbed?
There are financial doubts, and the shareholders themselves are deeply negative
The prospectus shows that the non-operating expenses are as follows, but the other current liabilities of the current liabilities show that the litigation compensation from January to June 2023 is 1732180,000 yuan, and 33The compensation expenditure of 570,000 yuan is seriously inconsistent, and it is also in other years, how to explain it?
There are also many irregularities in the company's financial internal control, because the controlling shareholder Weichai Power itself is already a listed company, and its finances should be standardized, but does such a situation reflect that Weichai's financial affairs are not standardized?