Home >
The Subsidiary'S Performance Compensation Scheme Has Not Reached An Agreement With Shenzhen Textile A: Negotiations Are Under Way.
On the evening of May 21st, Shenzhen textile A (000045, SZ) received an annual inquiry letter. The Shenzhen Stock Exchange inquired the 8 issues of Shenzhen textile A's net non profits in 2018, a year-on-year decrease of 2182%, and a subsidiary's unfulfilled performance pledge.
Reporters noted that, due to the outstanding performance of Shenzhen textile A subsidiary Shengbo photoelectric 2018, Hangzhou Jinjiang Group Co., Ltd. (hereinafter referred to as Jinjiang group) needs performance compensation, but the two sides have not yet reached an agreement. In this regard, Shenzhen textile A secretaries staff told the "daily economic news" reporter, "is currently in business negotiations with the Jinjiang group, if progress will be announced."
Subsidiaries fail to fulfill their performance commitments
It is understood that the Shenzhen textile A at the end of 2016 through the subsidiary Shenzhen Shengbo Photoelectric Technology Co., Ltd. (hereinafter referred to Shengbo photoelectric) level of capital increase and expansion of the introduction of Jinjiang group as a strategic investor, and signed a cooperation agreement, Jinjiang group Shengbo photoelectric performance commitments.
According to relevant performance commitments, the sales revenue of Sheng Bo photoelectric in 2017, 2018 and 2019 should be no less than 1 billion 500 million yuan, 2 billion yuan and 2 billion 500 million yuan respectively, with net profit of not less than 50 million yuan, 100 million yuan, and 150 million yuan respectively. In principle, the proportion of sales revenue of polaroid and related optical film products to total revenue is not less than 70% in 2017, and not less than 80% after 2018. If the above performance is not realized, the Jinjiang group shall make up cash in the net profit portion within 10 days from the date of the completion of the annual sales revenue and annual net profit.
Financial data show that in 2018, Sheng Bo optoelectronic business income of 1 billion 125 million yuan, net profit loss of 97 million 268 thousand and 700 yuan, polarizing film and related optical film products sales revenue accounted for 74.01% of the total revenue. The reporter noted that the difference between the sales revenue, net profit and the proportion of sales income of polaroid and related optical film products to total income were 875 million yuan, 197 million yuan and 5.99 percentage points respectively, which were three yuan from the sales commitments.
Because Sheng Bo photoelectric has not fulfilled its performance promise. Shenzhen textile A announced in May 9th that "according to the agreement, the Jinjiang group needs to make up the difference in net profit in cash." However, for the above performance compensation, Shenzhen textile A and Jinjiang group did not reach an agreement.
Deep textile A pointed out in the notice that "in view of the fact that the Jinjiang group proposed to handle the performance compensation problem properly according to the actual situation and the principle of fairness and reasonableness, and before the two sides had reached an agreement, the Jinjiang group temporarily failed to fulfill the performance commitments and compensation obligations under the" cooperation agreement ". The company sent a letter to the Jinjiang group on 30 April 2019, urging it to fulfill its compensation obligation in accordance with the agreement of cooperation. At the same time, the company set up a special working group to conduct substantive consultations with Jinjiang group on matters related to undertaking performance commitments, compensation and follow-up cooperation.
In this regard, the Shenzhen stock exchange requires that the quantitative analysis of deep textile A lead to the unfinished factors of the Sheng Bo photoelectric performance pledge, and the reasons for the inconsistency between the company's situation and the trend of change in the same industry need to be explained. In addition, deep textile A also needs to explain the specific targets and measures to improve Sheng Bo photoelectric main business in 2019, and analyze its rationality and feasibility.
Deep textile A has previously disclosed that the main reasons for the unfulfilled performance of Sheng Bo photoelectric performance are: first, in 2018, the sales price of the TV products declined with the decline of the display terminal sales and the decline of the price of the polarizer. Two, the TFT-LCD two phase 6 line project is still in the climbing stage, which leads to the higher fixed cost of the product unit; three, the occupation rate of the small and medium size of the original profit has been reduced since the relocation of the Longhua plant production line, and the recovery of production will affect the business performance during the period of customer acquisition; four, it is affected by the low RMB exchange rate; in 2018, the purchase cost of raw materials increased, and the exchange losses increased; five, the provision for inventory depreciation was prepared to increase due to the decline in the price of the products.
Regarding the performance compensation, the Shenzhen Stock Exchange requested the Shenzhen textile A to explain whether the Jinjiang group had any objection to the performance achievement and the amount of compensation. If so, the main reasons for the dispute and the plan and schedule for settling the performance commitment should be listed, including, but not limited to, the company's follow-up measures to be taken, if not, to explain the specific compensation scheme.
Reporters noted that Sheng Bo photoelectric in 2017 also failed to complete performance commitments. In 2017, Sheng Bo optoelectronics achieved an annual net profit of 53 million 250 thousand and 500 yuan, achieving the established target, but the remaining two indicators were not up to standard. However, Sheng Bo optoelectronics did not complete its performance commitments in 2017, but according to the terms of the cooperation agreement, the Jinjiang group only needed to make cash supplement to the difference in net profit, so the Jinjiang group did not need to pay cash compensation in that year.
Related party spanactions involving Jinjiang group
Apart from performance compensation, the Shenzhen Stock Exchange also inquired about the issue of connected spanactions. The enquiry letter pointed out that in 2018, the amount of related spanactions related to day-to-day operation of the Shenzhen textile A in connection with the daily operation of the Mstar Technology Ltd of Kunshan, the affiliated party of Kunshan, was 136 million yuan. The content of the related spanactions was to purchase "optical film products and related materials" and "sell optical film products and related materials" to the related party respectively, and the sales amount was greater than that of the procurement.
Reporters learned that in August 2018, when the two sides signed the purchase and sale agreement, Kunshan Chi Mei was the 40% stake in the company's holding subsidiary, Shengbo optoelectronics, and was a shareholder in Jinjiang group. In addition, Sheng Bo optoelectronics and Kunshan Chi Mei are in the same industry, and there is a relationship of cooperation and competition between the two sides.
Earlier announcement pointed out that Sheng Bo photoelectric and Kunshan Chi Mei to carry out the purchase and sale cooperation purposes, mainly for further integration of resources, give play to the scale advantages of joint capacity, explore the unified sales platform cooperation mode.
In response, the Shenzhen Stock Exchange called for deep textile A to explain the necessity of the related spanaction and the fairness of the related spanaction price, as well as the commercial nature of the same products purchased and sold at the same time, and to explain whether the related related spanactions existed in the sale of products produced by Sheng Bo optoelectronics directly to customers in Kunshan.
In this regard, on the morning of May 22nd, the reporter telephoned the Shenzhen textile A secretaries. Secretaries general staff said, "the relevant situation will be announced in reply to the inquiry letter."
Reporters noted that, due to the outstanding performance of Shenzhen textile A subsidiary Shengbo photoelectric 2018, Hangzhou Jinjiang Group Co., Ltd. (hereinafter referred to as Jinjiang group) needs performance compensation, but the two sides have not yet reached an agreement. In this regard, Shenzhen textile A secretaries staff told the "daily economic news" reporter, "is currently in business negotiations with the Jinjiang group, if progress will be announced."
Subsidiaries fail to fulfill their performance commitments
It is understood that the Shenzhen textile A at the end of 2016 through the subsidiary Shenzhen Shengbo Photoelectric Technology Co., Ltd. (hereinafter referred to Shengbo photoelectric) level of capital increase and expansion of the introduction of Jinjiang group as a strategic investor, and signed a cooperation agreement, Jinjiang group Shengbo photoelectric performance commitments.
According to relevant performance commitments, the sales revenue of Sheng Bo photoelectric in 2017, 2018 and 2019 should be no less than 1 billion 500 million yuan, 2 billion yuan and 2 billion 500 million yuan respectively, with net profit of not less than 50 million yuan, 100 million yuan, and 150 million yuan respectively. In principle, the proportion of sales revenue of polaroid and related optical film products to total revenue is not less than 70% in 2017, and not less than 80% after 2018. If the above performance is not realized, the Jinjiang group shall make up cash in the net profit portion within 10 days from the date of the completion of the annual sales revenue and annual net profit.
Financial data show that in 2018, Sheng Bo optoelectronic business income of 1 billion 125 million yuan, net profit loss of 97 million 268 thousand and 700 yuan, polarizing film and related optical film products sales revenue accounted for 74.01% of the total revenue. The reporter noted that the difference between the sales revenue, net profit and the proportion of sales income of polaroid and related optical film products to total income were 875 million yuan, 197 million yuan and 5.99 percentage points respectively, which were three yuan from the sales commitments.
Because Sheng Bo photoelectric has not fulfilled its performance promise. Shenzhen textile A announced in May 9th that "according to the agreement, the Jinjiang group needs to make up the difference in net profit in cash." However, for the above performance compensation, Shenzhen textile A and Jinjiang group did not reach an agreement.
Deep textile A pointed out in the notice that "in view of the fact that the Jinjiang group proposed to handle the performance compensation problem properly according to the actual situation and the principle of fairness and reasonableness, and before the two sides had reached an agreement, the Jinjiang group temporarily failed to fulfill the performance commitments and compensation obligations under the" cooperation agreement ". The company sent a letter to the Jinjiang group on 30 April 2019, urging it to fulfill its compensation obligation in accordance with the agreement of cooperation. At the same time, the company set up a special working group to conduct substantive consultations with Jinjiang group on matters related to undertaking performance commitments, compensation and follow-up cooperation.
In this regard, the Shenzhen stock exchange requires that the quantitative analysis of deep textile A lead to the unfinished factors of the Sheng Bo photoelectric performance pledge, and the reasons for the inconsistency between the company's situation and the trend of change in the same industry need to be explained. In addition, deep textile A also needs to explain the specific targets and measures to improve Sheng Bo photoelectric main business in 2019, and analyze its rationality and feasibility.
Deep textile A has previously disclosed that the main reasons for the unfulfilled performance of Sheng Bo photoelectric performance are: first, in 2018, the sales price of the TV products declined with the decline of the display terminal sales and the decline of the price of the polarizer. Two, the TFT-LCD two phase 6 line project is still in the climbing stage, which leads to the higher fixed cost of the product unit; three, the occupation rate of the small and medium size of the original profit has been reduced since the relocation of the Longhua plant production line, and the recovery of production will affect the business performance during the period of customer acquisition; four, it is affected by the low RMB exchange rate; in 2018, the purchase cost of raw materials increased, and the exchange losses increased; five, the provision for inventory depreciation was prepared to increase due to the decline in the price of the products.
Regarding the performance compensation, the Shenzhen Stock Exchange requested the Shenzhen textile A to explain whether the Jinjiang group had any objection to the performance achievement and the amount of compensation. If so, the main reasons for the dispute and the plan and schedule for settling the performance commitment should be listed, including, but not limited to, the company's follow-up measures to be taken, if not, to explain the specific compensation scheme.
Reporters noted that Sheng Bo photoelectric in 2017 also failed to complete performance commitments. In 2017, Sheng Bo optoelectronics achieved an annual net profit of 53 million 250 thousand and 500 yuan, achieving the established target, but the remaining two indicators were not up to standard. However, Sheng Bo optoelectronics did not complete its performance commitments in 2017, but according to the terms of the cooperation agreement, the Jinjiang group only needed to make cash supplement to the difference in net profit, so the Jinjiang group did not need to pay cash compensation in that year.
Related party spanactions involving Jinjiang group
Apart from performance compensation, the Shenzhen Stock Exchange also inquired about the issue of connected spanactions. The enquiry letter pointed out that in 2018, the amount of related spanactions related to day-to-day operation of the Shenzhen textile A in connection with the daily operation of the Mstar Technology Ltd of Kunshan, the affiliated party of Kunshan, was 136 million yuan. The content of the related spanactions was to purchase "optical film products and related materials" and "sell optical film products and related materials" to the related party respectively, and the sales amount was greater than that of the procurement.
Reporters learned that in August 2018, when the two sides signed the purchase and sale agreement, Kunshan Chi Mei was the 40% stake in the company's holding subsidiary, Shengbo optoelectronics, and was a shareholder in Jinjiang group. In addition, Sheng Bo optoelectronics and Kunshan Chi Mei are in the same industry, and there is a relationship of cooperation and competition between the two sides.
Earlier announcement pointed out that Sheng Bo photoelectric and Kunshan Chi Mei to carry out the purchase and sale cooperation purposes, mainly for further integration of resources, give play to the scale advantages of joint capacity, explore the unified sales platform cooperation mode.
In response, the Shenzhen Stock Exchange called for deep textile A to explain the necessity of the related spanaction and the fairness of the related spanaction price, as well as the commercial nature of the same products purchased and sold at the same time, and to explain whether the related related spanactions existed in the sale of products produced by Sheng Bo optoelectronics directly to customers in Kunshan.
In this regard, on the morning of May 22nd, the reporter telephoned the Shenzhen textile A secretaries. Secretaries general staff said, "the relevant situation will be announced in reply to the inquiry letter."
- Related reading
Vip.Com Q1 Net Revenue Of 21 Billion 300 Million Yuan In 2019, An Increase Of 7.3% Over The Same Period Last Year
|
2019/5/23 12:17:00
9235
AOKANG'S International Net Profit Has Fallen By More Than 20% In 3 Years, And Wang Zhentao'S Father And Son Cash In 620 Million.
|
2019/5/23 12:16:00
9126
- Trend of Japan and Korea | What Elements Do Korea Wear In Winter To Dress Up Quickly?
- Collocation | Three Ways To Match Fur Coat
- Fashion item | 冬天牛仔褲怎么搭 潮人帶你觸摸時尚
- international master | Why Do These Two Companies Choose To Enter The Clothing Market From Children'S Clothing?
- neust fashion | Fur Coat Is Very Fashionable And Luxurious. It Gives You The Most Beautiful Experience.
- Domestic data | "One After Another" In The Post Crisis Era Of Foreign Trade
- Standard quality | Han Du Yi House Two Times Boarded The Black List.
- Industry Overview | Export Products Can Not Be Standardized.
- Design Institute | How Can Prada, A Luxury Brand Who Has Fallen To The Bottom, Save Himself?
- Learning Area | How To Deal With Brands Such As Daphne And Lining In The Winter Of Clothing Retailing?
- Bangladesh Textile And Garment Industry To Strengthen Environmental Protection Technology
- Vip.Com Q1 Net Revenue Of 21 Billion 300 Million Yuan In 2019, An Increase Of 7.3% Over The Same Period Last Year
- From The "HUAWEI Incident" To See Textile, How To Rise Under Pressure?
- What Is The Expressive Force Of TOP100, Anta And Lining?
- The First Domestic R & D Center In Lycra Is Located In Foshan.
- HUMAN MADE X Adidas NMD New Shoes In Kind Exposure!
- The First Textile And Garment Enterprises In Huzhou Have Settled Down To Receive Aid Industries To Support Xinjiang, Highlighting "Huzhou Speed".
- Fujian'S Textile Industry Added Value Increased By 4.5% In April
- AOKANG'S International Net Profit Has Fallen By More Than 20% In 3 Years, And Wang Zhentao'S Father And Son Cash In 620 Million.
- Hai Lan'S First Entry To Japan Will Open Second Stores In June.