Jin Yu Che Cheng (000803): The Bill Has Not Passed.

10000 yuan to sell subsidiaries, losses also dividends 50 million! The company's independent director "hard Gang" listed companies, all bills have not been passed.

For many years, the phenomenon of "independent" and "vase" of independent directors of listed companies has occurred frequently. "Rubber stamp" seems to be a byword for independent directors.

But securities times e reporter found that there are still professional standards of independent directors in the A share market. In the recent shareholders meeting of Jinyu Che Cheng (000803), it was the three independent directors of listed companies who discovered problems in time and prevented them from being sold at risk.

At the end of May this year, Jinyu car city had continuously disclosed the proposal to increase and sell shares of subsidiaries, and held a provisional general meeting in June 28th to vote. At the scene of the shareholders' meeting, the securities times e reporter was informed exclusively that, for the motion to sell assets of Jinyu car city, the director of Jinyu car city analyzed three major problems in detail, and raised doubts and appealed to shareholders to vote cautiously. Finally, under the efforts of independent directors, all the motions of the shareholders' meeting of Jinyu car city failed to pass the vote.

10 thousand yuan to transfer shares of real estate subsidiaries

In May 29, 2019, the board of directors of Jinyu car city deliberated and passed the motion on the company's 2019 year non public development stock scheme, and the motion on selling shares of subsidiary companies and more than 10 bills. Securities Times e reporter noted that Jinyu car city will sell its real estate subsidiary, Jinyu real estate, which has supported its performance, and this sale plan has become a direct fuse for "independent director".

In the announcement, Jin Yu Che Cheng said that the profitability of listed companies under its real estate business is weak, and at present, the company's land reserve is not enough to support the sustained development of real estate business. Meanwhile, Jinyu car city started its business transformation in 2017 after acquiring Jiangsu Zhi Lin Electric Technology Co., Ltd. (Chi Lin Electric). By the end of 2018, it had been transformed into a new energy related business.

Statistics show that Jinyu real estate was established in April 1997, with a registered capital of 40 million yuan, controlled by Jinyu car city 100%. By the end of 2018, Jinyu real estate assets totaled 365 million yuan and net assets 47 million 700 thousand yuan; in 2018, the company completed operating income of 20 million 820 thousand yuan, with a loss of 23 million 210 thousand yuan.

According to the evaluation report, in the assessment date of December 31, 2018, Jinyu real estate 100% stake valuation value in accordance with the income method to assess the value of -1.05 million. The value of the asset based valuation method is 10 million 109 thousand and 600 yuan. At the same time, in May 6, 2019, Jinyu real estate made a valuation of -3789.04 million after making a dividend of 48 million yuan resolution.

Securities Times e company reporter noted that 3 housing buildings included in the assessment area were built in 2016 in the Tiancheng city project, which has not yet obtained property warrants and related procedures, with a construction area of up to 10314.36 square meters and a net book value of 59 million 567 thousand and 300 yuan. Because the part of the buildings and buildings did not get the relevant approval, there was a risk of being demolished by the government as a violation of the building. The asset appraisal report has assessed the property above 0 yuan.

In June 24th, Jinyu car city announced that by inviting tendering and bidding procedures, the winning companies in the three companies invited to bid were selected to be the Shanghai Rui Cong Cci Capital Ltd (Rui Cong investment) with the best conditions. The amount of the equity transaction was finalized 10 thousand yuan, but the transaction agreement has not yet been signed, and it still needs to be examined and approved by the shareholders' meeting of the company.

Independent director: assess three doubts

The securities times e reporter noticed a detail. The two major shareholders of Jinyu car city, the North control department and the Jinyu department, voted for the sale of the shares of their subsidiaries, but Wang Min, their independent director, abstained from voting on the above motion. Wang Min believes that the basic facts of the sale of subsidiaries of Jinyu car city are questionable, and the pricing basis and principles of the company are not clear.

To further understand the details, the securities times e reporter went to Nanchong on June 28th to enter the scene of the provisional shareholders' meeting of Jinyu city. 11 shareholders were present at the scene meeting, and 35 shareholders were voted through the Internet, representing 95 million 580 thousand shares of Jinyu Che Cheng and 74.84% of the total voting rights.

On the spot of the shareholders' meeting, another unnamed director Kim Yu Che Cheng said publicly that the motion of the listed company to sell Jinyu real estate had been considered by the previous board of directors, but later, the company obtained the evaluation report, audit report and other related materials from the company, and found that there were many doubts about the data involved in the motion and so on.

The independent director pointed out that the sale of assets mainly involves three important matters: "first of all, in the asset appraisal law, the book value of long-term equity investment of Jinyu property is 7 million 700 thousand yuan, while the assessment company uses telephone and inquiry methods to reduce the value of its long-term equity investment valuation by about 40000000 yuan, resulting in the asset item impairment of 54 million 420 thousand yuan, and we have doubts about this."

Secondly, the results of the asset appraisal show that the book value of Jinyu real estate is about 59000000 yuan, but the value of 3 houses and buildings in fixed assets is 0. According to the lack of related assets formalities, there is a risk of being demolished. The independent director believed that, without obtaining accurate opinions, the value of this part of the fixed assets was zeroed and there was a serious skepticism about the prudence of this judgment. In addition, in May 6th, Jinyu real estate held a resolution of shareholders' meeting to distribute dividends to shareholders 48 million yuan, but this matter needs careful consideration.

He further pointed out that according to the company law, corporate profits can be allocated. In 2018, Jinyu real estate financial report was a loss, and before the dividend distribution was made, Jinyu real estate's undistributed profit was only 5200 yuan. Under such circumstances, it is not appropriate to make a dividend of 48 million yuan to shareholders, and these three projects cause Jinyu property impairment to be about 100 million yuan, and three independent directors call on shareholders to be cautious about voting on related bills.

In response to the above concerns, the independent director admitted to the securities times e reporter that one is to perform duties and block possible responsibilities; the two is to work diligently and conscientiously as an independent director, and actively safeguard the interests of listed companies and shareholders; three, when finding problems and doubts, fully communicate with the directors and supervisors of listed companies, and use appropriate occasions and ways to prompt shareholders to make prudent decisions.

On the day of the shareholders' meeting, people from the "Jinyu Department" told reporters that when the board of Directors voted, they did not find that there were so many problems in Jinyu real estate appraisal report. Fortunately, the independent directors were found to be in time to avoid damaging the consequences of the listed companies.

Plan to raise 400 million solar cells

In addition to selling real estate subsidiaries, Kim Yu Che city also brought a new development plan at the board meeting in May 29th.

Following the end of 2018, when the fund-raising of 560 million yuan was not fruitable, after 5 months, Jinyu car city again threw out a new fixed increase plan, this plan is to solar cell field layout.

According to the announcement, the number of fixed stocks is no more than 25 million 500 thousand shares, and the total amount of funds to be raised is not more than 380 million yuan, which is used for 2.0GW efficient PERC solar cell production project in Nanchong. Further, the total investment of the project is 938 million yuan, and the less part is invested by Jinyu city. According to the plan, the project will be constructed from August 2019 to February 2020 with a total construction period of 6 months. The project will be located in the new energy industrial park of Nanchong, covering an area of about 280 mu.

Jinyu car city said that after the completion of the project, the listed company will achieve an annual output of 400 million high efficiency single crystal PERC+SE photovoltaic cells. It is estimated that the average annual sales income in the calculation period is 2 billion 96 million yuan, the average annual profit after tax is 228 million yuan, and the investment recovery period is 3.37 years, which has good economic benefits.

Kim Yu Department Director objected

Jinyu car city issued a notice that China has appeared in 2018 photovoltaic power generation cost less than thermal power. In addition, in recent years, the global photovoltaic power generation continued to develop rapidly, the cumulative installed capacity increased from 1.288GW in 2000 to 402.50GW in 2017, the annual compound growth rate reached 40.20%, and it is estimated that by 2021, the installed capacity will reach 770GW.

But according to the securities times e reporter, according to the above fixed increase plan, the total investment of the project is close to 940 million yuan, and the proposed increase will be invested in less than 380 million yuan. The remaining part of the project will be invested by the listed company itself, and the listed company will invest itself in advance before the fixed amount is raised.

Against this background, Hu Ming and Hu Zhiqi, the second largest shareholder of Jinyu car city, have voted against the 1 to 7 motions of the conference, and the reasons for their opposition are all the same. The two directors believe that because of the long losses in Jinyu City, capital and credit are relatively weak, and whether the additional capital can be fully in place is still uncertain. In addition, the photovoltaic industry is a capital concentrated industry and requires a large amount of capital investment. Therefore, there is an objective risk of aggravating the financial pressure of the listed companies and the large investment risk caused by the lack of funds.

Hu Ming and Hu Zhiqi further pointed out that the planned growth plan and feasibility study report and other related materials are too optimistic about the profit forecast of solar cell production projects.

In addition to the motion on the 100% equity interest in the sale of subsidiary companies, the remaining 9 bills are all special resolutions, which should be passed by more than 2/3 of the voting rights of shareholders including shareholders' representatives attending the general meeting of shareholders. Finally, in the evening of June 28th, Kim Yu Che city released the resolution of the provisional shareholders' meeting. The 10 major motions were not voted by the shareholders' meeting. In particular, the vote for the subsidiary's shares was only 18 million 560 thousand shares, the proportion was 19.41%, while the opposition vote amounted to 76 million 960 thousand shares.

Chi Lin Electric 2019 is still unable to fulfill its promise.

For many years, Jinyu car city mainly engaged in silk, real estate development, property management, car sales and other traditional businesses. But by 2017, Jinyu car city had been losing profits for many years because of its difficult operating profit.

It was in August 2017 of this year that Jinyu car city valued 383 million yuan to acquire 55% stake in Chi Lin Electric and officially opened its business transformation. In that year, with the huge profits created by Chi Lin Electric, Jinyu car city turned into a profit in 2017 and successfully preserved its shell. It is noteworthy that at that time, the equity trader made a commitment. From 2017 to 2019, the net profit of Chi Lin will be no less than 60 million yuan, 90 million yuan and 120 million yuan respectively.

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 response to the "change of face", Jinyu car city Luo Xiong Fei told the securities times e company that the decline of Chi Lin's electrical performance was mainly due to the influence of 531 photovoltaic policies and other industry factors. Chi Lin electrical performance can not be completed, performance has been compensated according to the agreement, and do impairment.

In the announcement, Jin Yu Che Cheng also said that Zhang Xinmiao, Liu Shuliang, Cai Yuantang, Zhang Guoxin, Di Xiaodong 2018 promised performance and achievement difference of 89 million 630 thousand and 400 yuan. According to the relevant agreement of the profit forecast compensation agreement, Chi Lin Electric 2018 performance compensation is 120 million yuan.

Jin Yu Che Cheng stressed that the company has the right to deduct the relevant compensation directly in its current purchase price. "Considering that the price of the shares in the Chi Lin Electric Company has yet to be paid 307 million yuan, the counterparty has the ability to perform the performance compensation."

Securities Times e reporter noted that Kim woo Che city has publicly apologized, while returning to the Shenzhen Stock Exchange's annual inquiry letter, Jinyu Che Cheng also hints at the risk that Chi Lin Electric's 2019 performance promise will not be able to achieve.

Jin Yu Che Cheng said that despite the efforts of Chi Lin electric management, business management remained basically stable. At the same time, with the launching of the fourth batch of "leader" related work of the national energy board at the end of 2018, the landing of the related policies of "parity Internet" and the gradual improvement of the industry liquidity and the company's own efforts, the smart cash flow is likely to be stable, but it still has the possibility of failing to fulfill its performance commitments in 2019.

The North control department has increased its shares many times.

Today, the cross border M & A's smart electric performance is very bad, and Jinyu car city is going to enter the solar cell industry.

But in fact, the securities times e reporter noted that in addition to expanding the layout of the new energy industry, the fixed increase will also have a certain impact on the control structure of Jinyu city. The shareholding game between the two major shareholders of Jinyu car city will continue.

Since then, since 2002, Jin Yu Holdings has held the position of controlling shareholder of Jinyu car city for 15 years, holding a stable position. It was in the first half of 2017 that the "North control system" gradually entered the Jinyu car city, opening up the transformation of the listed companies and the contention between shareholders.

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 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.

In November 2017, the "North control department" took the opportunity to conclude a joint action with Nanchong state investment. The two sides jointly held 38 million 142 thousand and 500 shares of Jinyu 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.

However, due to the huge controversy between the two major shareholders of Jinyu car city, the "North control system" and Jinyu holdings have launched several rounds of fighting, which eventually led to the delay in the planned growth plan until the end of December 2018.

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. In May 6th, the deadline for the offer was expired. 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.

In May 10th, Jinyu car city announced that its controlling share, northeast controlled PV or its holding company, Yuyang, Fuzhou, would increase its holdings of 1% to 2% shares within 12 months from the date of completion of the offer. On the night of June 13th, Jinyu car city also announced that it would change the name of the company (Chinese and English) and the securities abbreviation, and the securities were changed short to "North control concentrated energy". However, the change of name was not considered by the shareholders' general meeting.