The Two Major Shareholders Of Jinyu Car City Are Surging.

In May 6th, Kim Yu Che Cheng (000803) formally convened the annual general meeting of shareholders in 2018. The meeting was successfully completed between the executives and shareholders.

But under the auspicious background, the shareholders of Jinyu car city are "surging underneath".

Securities Times e reporter noted that in the voting of shareholders' meeting on that day, Chengdu Jinyu Holding Group Co., Ltd. (hereinafter referred to as Jinyu Holdings), a single largest shareholder of Jinyu car city, is likely to vote against two of them.

Since April, the "North control system" suddenly launched the tender offer plan to replace the single largest shareholder of Jinyu holdings, but the latest data show that its actual offer shares are much lower than expected, and the competition and differences between the two sides will continue.

Annual reports and financial accounts were heavily voted against.

According to the previous announcement, Jinyu car city 2018 annual shareholders' meeting officially convened at two o'clock p.m. on May 6th, but the participants did not arrive on time.

At the meeting, the securities times e reporter noticed that Kuang Zhiwei, chairman of Jinyu car city, was about 20 minutes late. After its arrival, the annual general meeting was officially started.

In addition, Jiang Xiangchun, general manager of Jinyu car city, Ding Shiyan, chairman of the board of supervisors, Wang Shiheng, and Li Hao min, acting finance director, did not appear in the venue.

However, Jinyu holdings, "North control department" and important shareholders of Jinyu City, such as Nanchong state capital, sent their representatives to the on-site meeting.

It was further understood by the reporter that a total of 10 shareholders had been voted on the spot in Jinyu City, representing a total of 68 million 180 thousand shares, accounting for about 53.38% of the total number of voting rights of the listed company. In addition, another 3 shareholders voted through the network, representing a share of 32000 shares, accounting for only 0.0251% of the total voting rights.

It is necessary to point out that the 2018 annual shareholders' meeting, Jinyu car city threw out the 2018 annual report and its summary, the annual financial accounts of 2018, the report on the work of the company board of 2018, and the annual profit distribution program of 2018 to its shareholders for consideration and vote.

On the night of May 6th, Jinyu car city announced the resolution of the general meeting of shareholders. The 6 major items of the listed company were voted by shareholders.

Although all the issues passed smoothly, the securities times e reporter noted that the two deliberations of the 2018 annual report and the financial accounts report of Jinyu city were subject to a huge number of votes against its shareholders. Obviously, the heavyweight shareholders of the listed company are at odds.

Specifically, the agreed votes for the above two issues were 38 million 156 thousand and 700 shares, accounting for 55.94% of the total number of valid voting shares at the conference, while the number of votes cast against them was 30 million 56 thousand and 500 shares, representing 44.06% of the total number of valid voting shares.

As of the end of the first quarter of 2019, Jinyu holdings directly owns 30 million 26 thousand shares of Jinyu car city, and this combination of the number of opposition votes and the actual shareholding structure of listed companies may be the objections cast by Jinyu holdings.

Chi Lin Electric finance becomes the focus of controversy

In fact, the result of such a vote has already been a precursor. In April 12th, Jinyu car city held a board of directors, the main content is to consider the relevant matters that need to be voted on by the annual shareholders' meeting in 2018, and deliberated on a number of motions, such as the motion to explain the performance pledge of Jiangsu Zhi Lin Electric Technology Co., Ltd..

At that time, Hu Ming and Hu Zhiqi, directors of Jinyu holdings, voted against the 2018 annual report, the financial accounts report and the Chi Lin electrical related bill.

According to the 2018 earnings report, Jin Yu Che Cheng completed a total operating income of 491 million yuan in the year, up 64.19% from the same period last year, and realized net profit of 8 million 139 thousand and 700 yuan, down 51.67% compared with the same period last year. After deducting non recurring gains and losses, its net profit was -1.97 billion yuan, down 36811.69% from the same period last year.

As for the negative votes, Hu Ming and Hu Zhiqi explained that the net profit of Chi Lin Electric Company in 2018 was significantly reduced compared with 2017, and the business lacked core competitiveness. The current business situation has not improved significantly, and there are more lawsuits.

In view of this, the two directors believe that the annual report of Jinyu car city is too optimistic about the future free cash flow forecast of Chi Lin Electric Company, and the impairment of goodwill is obviously less.

Hu Ming and Hu Zhiqi further pointed out that according to the profit forecast compensation agreement signed by Chi Lin Electric and listed companies, when Chi Lin Electric did not fulfill 90% of its net profit, it should pay corresponding profits compensation to the listed companies.

However, in the 2018 annual report of Jinyu car city, the impairment of goodwill in the company was significantly less than before, resulting in a virtual increase in the profit and assets scale of Chi Lin Electric Company. The company was relieved from the breach of liability for paying profits compensation to the listed company, which could damage the interests of the listed company and all its shareholders.

Taking into account the current operation of Chi Lin Electric, in order to protect the major investment interests of listed companies, Hu Ming and Hu Zhiqi proposed to make an objective assessment of the financial status, operating results and cash flow of Chi Lin Electric.

At the same time, Jinyu city should reassess the impairment of goodwill that should be calculated so as to ensure that the contents of the annual reports of listed companies are authentic, accurate and complete, and objectively reflect the default situation of Chi Lin Electric Company under the profit forecasting compensation agreement, thereby safeguarding the legitimate rights and interests of listed companies and all shareholders.

240 times the difference between the net profit and the commitment.

Chi Lin Electric as the focus of controversy, it is from the "North control system" into Jinyu city after the introduction, the acquisition of Chi Lin Electric not only listed companies branded "North control system" imprint, but also let the city at the edge of the Jinyu car city temporary shell guarantee success.

In 2017, Jin Yu car city due to various business difficulties, net profit for many years reported losses, the stock was forced to encounter the star wearing hat (*ST Jin Yu).

Statistics show that Jinyu city's traditional main business includes silk, real estate, property management and car sales.

Subsequently, the "North control system" was introduced to Jinyu car city. In August 2017, Jinyu car city valued at 383 million yuan to acquire 55% stake in Chi Lin Electric and officially opened its business pformation.

After joining Chi Lin Electric, sales of new energy electrical equipment, fans, high pressure electrode boiler heating equipment and other businesses were highly regarded. Indeed, by creating a huge profit from Chi Lin Electric, Jinyu car city turned losses into profits in 2017 and successfully preserved its shell.

What needs to be reminded is that at that time, the 100% stake in Chi Lin Electric was granted a valuation of 645 million yuan, with an appreciation rate of 490.12%.

At the same time, the equity trading partner also made a commitment. In 2017 ~2019, the net profit of Chi Lin will be no less than 60 million yuan, 90 million yuan and 120 million yuan respectively.

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In a hurry, the securities times e reporter noticed that in 2017, Chi Lin electric company achieved a net profit of 64 million 788 thousand and 600 yuan, and reluctantly completed its annual performance pledge.

But after entering the 2018, Chi Lin electric business performance has dropped sharply. The annual net profit of 369 thousand and 600 yuan is only 240 yuan.

In this regard, Luo Xiongfei, director of the office of president of Jinyu car city, told reporters at the securities times e company that the decline of Chi Lin's electrical performance was mainly due to the influence of the 531 photovoltaic new deal and other industry factors.

At present, Chi Lin electric performance can not be completed, performance compensation has been made according to the agreement, and the impairment has been handled.

Jinyu Che Cheng 2018 annual report pointed out that in conjunction with the company's industry environment and the enterprise's own conditions, it was estimated that the net profit of Chi Lin Electric Company in 2019 was about 13 million 929 thousand and 200 yuan, so the 2017-2019 year Chi Heng Electric cumulative performance has not exceeded the cumulative commitment.

As of December 31, 2018, the book value of the goodwill related assets group purchased by Chi Yu Che Cheng was 164 million yuan, the total goodwill value was 575 million yuan, and the total value of the assets group containing the overall goodwill was 739 million yuan.

Meanwhile, the goodwill asset group of Chi Lin Electric Company can recover 399 million yuan, the loss of goodwill impairment is 340 million yuan, and the impairment of goodwill attributable to shareholders of the parent company is 187 million yuan.

The accounting firm was fined and promised not to complete.

The house is leaking.

In January 21, 2019, the Sichuan Securities Regulatory Commission also inspected the accounting firm (special general partnership), which undertook the audit project of financial report in Jinyu city in 2017, and found that there were problems in the practice of Han Qiuke, Li Yemei, the certified public accountant, and the fact that the audit procedure was not in place, the audit procedures for fixed assets were not in place and other practices were in practice.

Sichuan securities regulatory bureau pointed out that the accounting for Chi Lin electric bank deposits, accounts receivable, advance accounts, prepaid accounts, accounts payable and other letters of payment were issued by the audited staff. The letters received by Jin Yu and other subsidiaries of individual bank accounts and individual accounts receivable letters were abnormal or inconsistent, but no further audit procedures were taken.

In addition, Zhong Xi accounting did not conduct a field inspection of the large quantities of commodities purchased by the Chi Lin Electric Company (high pressure electrode boiler), and did not implement the cut-off test on the financial expenses, management expenses or sales expenses of Jinyu car city and some of its subsidiaries. The major changes in individual expenses were not explained.

To sum up, the Sichuan Securities Regulatory Commission believes that the above behaviors of the accounting firms and the certified public accountants are not in line with the relevant requirements of the "practice standards for Chinese certified public accountants" and violate the provisions on the management of information disclosure of listed companies.

As a result, the Sichuan securities regulatory bureau decided to adopt the warning management and management measures for Han Qiuke and Li Yemei, CSI and certified public accountants.

It is worth mentioning that in 2017, when Jinyu car city acquired the stake in Zhi Lin Electric Company, the original real controller Zhang Guoxin and Zhang Xinmiao promised to complete the 6 months after the completion of the industrial and commercial registration of the listed company and the counterparty's equity pfer, and to cancel the potential of the Jiangsu inter company competition.

If the Jiangsu Di Sheng four union fails to complete the business merger and the cancellation of the subsidiary company and sun company within the above time limit, it will refund the first share pfer price paid by the listed company.

Securities Times e reporter noted that in November 15, 2017, Jinyu car city had completed the registration of industrial and commercial changes to the 55% equity pfer of Chi Lin Electric Company. On the same date 17, Jinyu car city has paid the pferee the first phase of 76 million 670 thousand yuan.

In April 24, 2019, according to the continuous supervision opinions of Dongxing securities on the purchase of Chi Lin Electric stock in Jinyu car city, Jiangsu Deheng did not complete the cancellation of Sun Zi company's liquidation.

At present, Zhang Guoxin and Zhang Xinmiao failed to fulfill their commitments on schedule, but Jin Yu Che Cheng did not specify this and did not disclose the first share pfer payment received by the promised party.

The contention will continue.

Back to the first half of 2017, at that time, the "North control department", through its Beijing North control photovoltaic technology development Co., Ltd., and Beiqing clean energy Co., Ltd., in 5 companies such as the limited company, has increased its holdings of Jinyu city 15 times in a month.

Finally, the "North control department" took 22 million 634 thousand shares of Jinyu car city, accounting for 17.72% of the total share capital of the listed company.

As an important shareholder, Nanchong state owned assets investment and operation limited liability company (hereinafter referred to as Nanchong state investment) directly owns 15 million 508 thousand and 500 shares of Jinyu car city, and its corresponding shareholding ratio is 12.14%, which has a decisive position on the listed company.

Since its accession in 2002, Jinyu Holdings has held the position of controlling shareholder of Jinyu car city for 15 years, holding a stable position.

However, in November 2017, the "North control department" took the opportunity to join hands with Nanchong state investment. The two sides jointly held 38 million 142 thousand and 500 shares of Jin Yu car city, with a shareholding ratio of 29.86%.

As a result, the "North control system" has surpassed the 23.51% shareholding ratio of Jinyu holdings, and has been promoted to become the largest shareholder of Jinyu car city. The listed company chairman Kuang Zhiwei and general manager Jiang Xiangchun are all "North control" personnel.

In December 2017, Jinyu car city disclosed a fixed increase plan to issue 22 million 400 thousand shares and 3 million 100 thousand shares to North controlled PV and Nanchong state investment respectively, raising 560 million yuan for listed companies to repay bank loans and supplement working capital.

In fact, the increase will not only bring enough liquidity to Jinyu City, but also strengthen the control of Jinyu city.

If this is successfully implemented, the proportion of shares held by the North control system will increase to 29.39% and become the single largest shareholder.

In view of this fixed increase matter, the two major shareholders of Jinyu car city dispute is huge. The "North control system" and Jinyu holdings have launched several rounds of fighting, which eventually led to the scheduled increase plan for a long time, until the end of December 2018, the scheme expires automatically.

In April 3, 2019, Jinyu car city released the tender offer report. "North control department" to enhance control over the listed company, its concerted action North Fuzhou control Yu Yang equity investment partnership (limited partnership) (hereinafter referred to as Fuzhou North control Yu Yang) proposed the number of tender offer shares is 22 million 660 thousand shares, accounting for 17.74% of the total capital stock of Jinyu City, the offer price is 15.08 yuan / share, the total amount of funds required is 342 million yuan.

Securities Times e reporter noted that if the tender offer is fully completed, the "North control department" will own a 35.46% stake in Jin Yu car city and become its single largest shareholder.

Even if the relationship between Nanchong and DPC is to be removed from the future, the North control system still has the capital strength to control Jinyu city.

In May 6th, the deadline for the offer was expired. Due to further confirmation of the results of the tender offer, Jinyu car city has been suspended since May 7, 2019, and will resume trading after the announcement of the offer results.

According to the official website of Shenzhen Stock Exchange, as of May 6th, the net number of households received was 192, involving a total of 5 million 231 thousand and 700 shares, accounting for 4.09% of the total number of shares.

From the results of the offer, the "North control" offer shares were far below the expected 22 million 660 thousand shares, and the single largest shareholder plan was temporarily lost.