Since the end of December last year to 25.9 billion yuan to acquire Shiming Technology (300522) 6After 81% equity, Jiangsu Fenghui New Energy Development *** hereinafter referred to as "Jiangsu Fenghui") shot again, and planned to take 38.7 billion yuan was transferred to Shiming Technology 1016% of the shares, and will take control of the company, and the actual controller of the listed company will also be changed to Su Shang Lu Yong. A reporter from Beijing Business Daily noticed that Jiangsu Fenghui's net profit has suffered losses in the past three years, and it is still in a state of insolvency as of the end of 2023. The two acquisitions before and after were as high as 6The acquisition fund of 4.6 billion yuan is not a small amount for Jiangsu Fenghui. After becoming the owner, whether Jiangsu Fenghui can lead the world-famous technology to achieve performance growth will inevitably cause investors to doubt.
The war investment "bought" into the actual controller.
At the end of 2023, the strategic investor who invested in Shiming Technology will now become the actual controller of the company.
According to the announcement of Shiming Technology on February 3, the company's controlling shareholder, actual controller Lv Shiming and its concerted action person Wang Min, Kunshan Shiming Investment *** hereinafter referred to as "Shiming Investment") signed the "Share Transfer Agreement" with Jiangsu Fenghui on January 30, Lv Shiming, Wang Min and Shiming Investment intend to transfer a total of 3277 to Jiangsu Fenghui110,000 shares of the company, accounting for 10 of the company's total share capital16%。Among them, Lv Shiming transferred 2463 to Jiangsu Fenghui060,000 shares, accounting for 7 of the company's total share capital64%；Wang Min transferred 510 to Jiangsu Fenghui30,000 shares, accounting for 1 of the company's total share capital58%；Shiming Investment transferred 303750,000 shares, accounting for 094% and 11 for transfers**8 yuan shares, the total transfer price is 38.7 billion yuan.
At the same time, on January 30, Lv Shiming, Wang Min and Shiming Investment signed the "Voting Rights Waiver Agreement" with Jiangsu Fenghui, and Li Jiangping, Wang Ruihong, Cao Xinchun, Cao Xinxing, Wan Qiang and Wang Yuting, who acted in concert, issued the "Voting Rights Waiver Commitment", promising to give up the remaining 1 of Shiming Technology held by them within the abstention period0.5 billion shares (accounting for 32.2 of the company's total share capital.)69%). Therefore, after the completion of this equity change, Jiangsu Fenghui holds a total of 5474580,000 shares, with a shareholding ratio of 1698%, will form control over Shiming Technology, the company's controlling shareholder will be changed to Jiangsu Fenghui, and the company's actual controller will be changed to Lu Yong.
It is worth mentioning that in December 2023, Jiangsu Fenghui has just acquired Shiming Technology 681% equity. On December 14, 2023, Lv Shiming signed the Share Transfer Agreement with Jiangsu Fenghui to transfer 2197470,000 unrestricted shares (681%) to 11The ** of 8 yuan shares was transferred to Jiangsu Fenghui. After calculation, the total amount of the equity transfer is about 25.9 billion yuan.
At that time, Shiming Technology said that the equity transfer was to introduce strategic investors who recognized the company's intrinsic value and were optimistic about the future development, optimized the equity structure, promoted the company's strategic development, and effectively improved the financial structure of the actual controller, and reduced financial risks such as pledges.
Jiangsu Fenghui is insolvent.
It is worth noting that the two acquisitions before and after came up with 6Jiangsu Fenghui, which has 4.6 billion yuan, is in a state of insolvency as of the end of 2023, and the company's net profit has also suffered losses for three consecutive years.
It is understood that Jiangsu Fenghui, founded in 2016 and 100% owned by Lu Yong, is a high-tech enterprise specializing in new energy project investment and new energy technology research and development, and its main business is offshore wind power, distributed photovoltaic power generation and large-scale ground photovoltaic power generation and other clean energy power station construction investment and technical consulting. The company's products and solutions cover the three major fields of intelligence, energy saving and new energy, and include various types of photovoltaic mounting systems, power information management system solutions and one-stop comprehensive energy services, EPC and operation and maintenance services.
Financial data show that from 2021 to 2023, the total equity attributable to the owners of Jiangsu Fenghui to the parent company will be -2189540,000 yuan, -3050910,000 yuan, -3770440,000 yuan, the asset-liability ratio is. 08%。
As for the reason for the company's high asset-liability ratio, according to the announcement of Shiming Technology, as of the end of 2023, the registered capital of Jiangsu Fenghui and its main subsidiaries has not been paid-in, and the working capital of each company is mainly borrowed from Lu Yong and other enterprises controlled by Lu Yong; Jiangsu Fenghui's liabilities are mainly borrowed from Lu Yong and other enterprises controlled by him. Shiming Technology said that considering that Jiangsu Fenghui's creditors are mainly Lu Yong and other enterprises controlled by Lu Yong, Jiangsu Fenghui does not have large outstanding debts due and does not have a significant debt repayment risk.
In addition, Jiangsu Fenghui's attributable net profit has also continued to lose money in the past three years. Financial data show that from 2021 to 2023, Jiangsu Fenghui's operating income will be about 2951130,000 yuan, 46.76 million yuan, 26.4 billion yuan, and the corresponding attributable net profit was about -602160,000 yuan, -861370,000 yuan, -719530,000 yuan.
Xu Xiaoheng, an investment and financing expert, said that if the attributable net profit has been in a loss state for many years, it may indicate that the company's main business development is not ideal. Whether such a company is competent to be the controlling shareholder of a listed company may be questioned by investors.
According to public information, Lu Yong was born in February 1972 and graduated from Southeast University. Tianyancha shows that in addition to the actual control of Jiangsu Fenghui, Lu Yong has as many as 26 enterprises, involving cultural industries, new energy and other fields.
Where does the money come from. Jiangsu Fenghui's unsatisfactory fundamentals also make the acquisition of Shiming Technology's equity money come from an important questioning point.
Shiming Technology disclosed that there are three main aspects of the capital of this equity change, one is the operating income and bank loans of Jiangsu Fenghui's main subsidiaries. Specifically, Dali Fenghui New Energy, the main subsidiary of Jiangsu Fenghui, is expected to provide 80 million yuan to Jiangsu Fenghui by the end of March through the funds obtained from its own operations. Jiangsu Fenghui's subsidiary, Jiangsu Banbutang Cultural Development***, is expected to provide 100 million yuan to Jiangsu Fenghui by the end of March through its own real estate mortgage and rental income. Therefore, by the end of March, Jiangsu Fenghui can provide funds through the operating income of its main subsidiaries and bank loans1800 million yuan.
Secondly, Jiangsu Longren Construction Engineering Design, Tianjin Bangsheng Electric Power Engineering, which is actually controlled by Lu Yong, the actual controller of Jiangsu Fenghui, is expected to provide 70 million yuan to Jiangsu Fenghui by the end of March through the funds obtained from its own operations. Nanjing Fenghui Composite Materials, which is actually controlled by Lu Yong, is expected to provide 100 million yuan to Jiangsu Fenghui through its own real estate mortgage loan by the end of March.
In addition, Jiangsu Fenghui has conducted preliminary communication with the cooperative bank to raise part of the funds required for the acquisition in the form of merger and acquisition loans. It is expected that it will be possible to apply for 1500 million yuan M&A loan.
It is worth mentioning that Tianyan check shows that Lu Yong and the actual controlled enterprises have been sued many times for private lending disputes. In addition, Jiangsu Banbutang Cultural Development, of which Lu Yong served as the legal representative, was enforced by the court for failing to perform its legal obligations on time, and Suqian Poly City Commercial Management, of which he served as the legal representative, was listed by the court as a restricted high-consumption enterprise.
Lou Xiaoyun, a lawyer at Shanghai Haihui Law Firm, said that being subject to enforcement, legal disputes, and restrictions on high consumption are all potential risks, and it is necessary to be vigilant against the situation that there are multiple risks in enterprises under the same actual controller.
In response to the company's related situation, a reporter from Beijing Business Daily sent an interview letter to the office of the secretary of the board of directors of Shiming Technology, but as of press time, no reply has been received from the company.
Beijing Business Daily reporter Ding Ning.