**：
On the evening of May 3, Whalen Crystal issued an announcement on the termination of the change of control of the company. According to the announcement, due to the failure of the controlling shareholder Xinjiang Huilun and the actual controller Zhao Jiqing to reach an agreement with the counterparty on the company's future development arrangements, the relevant parties negotiated to terminate the planning of the company's change of control.
Whalen Crystal** resumed trading on May 4, and as of that day**, the company's share price closed at 968 yuan shares, down 1655%。
From the proposed introduction of state-owned assets to the suspension of trading, to the release of the 2022 annual report and the first quarter report of 2023, which suffered serious losses after the suspension, and then announced the failure of the change of ownership without detailing the reasons, resulting in a sharp drop of more than 16% on the day of resumption of trading......In just about 10 days, the change of control of Whalen Crystal has experienced twists and turns, which has also made many investors sigh and question: why did the company's suspension "just happen" to avoid performance disclosure? Why does the proposed acquirer "terminate when it says termination"? And does the lack of information mean that there is a suspicion of "flickering" in this transaction?
Why did the change of ownership fail?
The company did not elaborate on the reasons for the termination of the planned change of control of the company in the announcement. However, for the doubts of many investors, Shen Meng, executive director of Xiangsong Capital, told the reporter that the transfer of control is a major matter, but there is no clear requirement for whether the "preliminary intention" stage must be suspended in the early stage, so judging whether there is a suspicion of "flickering" in the transaction of listed companies can only be judged from the perspective of whether it has a motive. The failure of the negotiations can only be due to the failure of the two sides to reach agreement on specific matters.
As for why the specific reason for termination and the name of the counterparty were not disclosed, another brokerage investment banker told reporters that "it may involve important trade secrets of the counterparty, so it can be exempted from disclosure".
But on the other hand, this investment banker believes that the suspension and resumption of trading is an important and serious matter, and the motive behind the listed company's "reversal" in such a short period of time and happened to avoid the company's performance loss announcement is questionable.
In this regard, the reporter called Whalen Crystal several times, but failed to get a response.
According to the announcement on the change of control of the company issued by Whalen Crystal on April 24, its controlling shareholder Xinjiang Whalen and the actual controller Zhao Jiqing plan to plan the change of control of the company, and the preliminary plan includes share transfer, signing of a concerted action agreement, voting rights entrustment and the issuance of ** by listed companies to specific objects.
According to the announcement, if the above-mentioned transaction is carried out smoothly, during the share transfer and voting rights entrustment period, the counterparty will receive about 10% of the shares and accept about 97% of the shares corresponding to the voting rights entrustment; In addition, Whalen Crystals will also issue ** to the counterparty, which will automatically lapse upon completion of the aforesaid voting rights entrustment, which is expected to hold 20% to 25% of the company's shares.
Continued loss in performance.
According to the data, Huilun Crystal is mainly engaged in the research and development, production and sales of quartz crystal components. Due to the continuous decline in the prosperity of the consumer electronics sector and the communication terminal market since 2022, Whalen Crystal's 2022 annual report and 2023 first quarter report have suffered losses one after another.
Two performance reports show that in 2022, Whalen Crystal will achieve revenue of 39.5 billion yuan, down 3974%；The loss for the current period was 13.5 billion yuan, a year-on-year decrease of 21550%；In the first quarter of this year, the company achieved revenue of 5904120,000 yuan, a year-on-year decrease of 516%；Loss 4131310,000 yuan, a year-on-year decrease of 86871%。
In terms of operational risks, Whalen Crystal said that if market competition intensifies in the future, the company's products will still have a risk of declining, which may lead to a decline in gross profit margin; At the same time, affected by multiple factors such as the competition pattern of future product markets, raw materials, supply and demand, etc., the company's fund-raising projects have the risk of not achieving the expected economic benefits, and there will be a large amount of depreciation and amortization expenses added every year, which will affect the company's operating performance.
As of the first quarter of 2023, under the influence of the industry cycle and the weakness of consumer electronics, the company's losses have increased; Inventories continued to rise, from 32.8 billion yuan rose to 34.1 billion yuan.
Zhang Xiaorong, president of the Deep Science and Technology Research Institute, told reporters: "Although Whalen Crystal currently has the technical advantages in the industry, the company is small and has a weak ability to resist risks, nearly ninety percent of its revenue comes from crystal components, and it is highly dependent on the consumer electronics market. The consumer electronics market is in a global downturn, which poses a great challenge to the company's future survival and development. ”
If the company can introduce state-owned assets, it will have the opportunity to help the company expand its business and even inject resources to implement business transformation, but it also means that the company's management needs external forces to turn the situation around. Therefore, the failure of the change of ownership will affect the market's confidence in the company's future development to a certain extent. The above-mentioned brokerage investment banker said.