Gao Lan Shares "Gong Dou" Suspicion: Against High Price Acquisition Of Old Directors Encountered "Retreat"

Husband and wife shops may be fighting against each other, and partners are naturally the most common drama in the capital market.

Just like Li Guoqing was asked by Yu Yu to "Dangle" out of Dangdang, recently, the A share market also has a company's "pioneer elderly", which was encountered by former partners.

The detonation of the fuse originated from a questionable purchase.

In September 29th, Gaolan shares held a general meeting of shareholders. It was proposed to cash the 51% stake in Dongguan silicon Xiang insulation materials Co., Ltd. (referred to as "Dongguan silicon Xiang") and signed a related asset purchase agreement with its counterparties. It was opposed by the director Wu Wenwei and supervisor Chen Dezhong.

What is more strange is the next trading day of this embarrassing situation.

In October 8th, Gao Lan shares continuously issued four announcements, totaling more than 3% of shareholders of the company, Tang Hong, Guan Shengli and Liang Qingli, replacing the director Wu Wenwei with Tang Hong and replacing the company's supervisor Chen Dezhong with Chen Huijun.

What secret is hidden behind this "struggle"?

Dongguan silicon Xiang survey

The reason why Wu Wenwei voted against the vote is that Dongguan Si Xiang has a large operating risk, high asset appraisal and valuation, unclear product prospects, low technology content, a large number of bad debts, and the underlying assets also once exist unregistered capital, equity holding, competition in the same industry, related companies occupy the capital of the target company, major business contracts are missing, violation of social security labor laws and regulations, and many other non-compliance risks.

All kinds of clues refer to this traditional manufacturing enterprise in Dongguan.

In October 10th, in twenty-first Century, the business reporter went to the center of the vortex, 57 of the wooden fish Road, Sha Tau community, Changan Town, Dongguan. This is the main business site for the acquisition of the Dongguan Si Xiang.

Public information shows that Dongguan silicon Xiang was founded in May 2008, mainly engaged in new energy vehicle power battery heating and cooling, fire insulation materials, flexible circuit boards and so on. The main products include PTC heater, FPC flexible circuit board, integrated busbar, fire insulation cotton, cushion and so on.

In September 29th, Gaolan shares plans to acquire 51% stake in Dongguan silicon Xiang by 204 million yuan, and the overall value of Dongguan silicon Xiang is 400 million yuan. However, as of June 30, 2019, the net assets of Dongguan silicon Cheung were only 97 million yuan, with an estimated value of 391 million yuan and an estimated appreciation rate of 303.51%.

So, is the price of silicon Dongguan so high?

On the big black signboard, the five gilded characters in the "Silicon Industrial Park" are very conspicuous. On the day of the visit, vehicles and personnel were seen everywhere in the park. The staff were working normally, and there were two workers in front of the park for table tennis recruitment.

A brochure posted outside the park pointed out that the park covers an area of nearly twenty thousand square meters, and the company has an existing number of more than 800 people. However, according to the data of Kai Xin Bao, the number of Dongguan silicon Xiang's social security payment in 2018 was only 206.

In twenty-first Century, the economic news reporter noted that there were 7 buildings in the park, of which four were used for production and operation, and each workshop had division of labor. There were three employees' dormitories not far away from the workshop, and a basketball court was also set up before the dormitory.

According to the company's employees, the company's operating and production sites are all leased land.

The twenty thousand square meter park is all the production and operation place of Dongguan silicon Xiang. Compared with the factories in Changan Town, the scale of Dongguan Sixiang is not small, but it is definitely not big.

According to the twenty-first Century economic report reporter, in 2016, in order to expand business, Dongguan silicon Xiang and Hui Jie science and technology cooperation set up MES electronic intelligent factory, mainly used for the production of FPC/PCBA/CCS and other flexible circuit boards and integrated bus bars.

However, the company staff told our reporter that the plant is still under construction and has not been formally put into production.

Wu Wenwei believes that the new energy automobile industry of Dongguan silicon Xiang is in the unfavorable market environment that the national subsidy policy is declining and the production and sales of automobile manufacturers have dropped sharply. The market prospect of the company's products is not optimistic. Its main products such as heating film and heat insulation cotton have little market capacity, low technology content, and the company's technical strength is weak, so it is difficult to form a continuous profitability.

However, in the view of Dongguan silicon Xiang employees, the company's products are quite competitive. "It looks very simple, but there are many industrial components". It has advantages in terms of price and quality. The company's production line is owned by itself. In addition, it has a separate laboratory, which can be customized according to the needs of different customers, and the customer base is stable.

According to its introduction, there are 23 patents for utility models, ten patents for invention, and some invention patents are being applied. BYD, Ningde times, national high tech, beehive energy, Yutong Bus and other new energy vehicle leading companies are all service customers of the company.

Be involved in technology crisis

But in twenty-first Century, economic news reporters found that the financial data of Dongguan Sixiang is not optimistic.

The assets appraisal report shows that from 2016 to the first half of 2019, Dongguan silicon Xiang achieved operating income of 129 million yuan, 160 million yuan, 194 million yuan and 112 million yuan respectively, with net profit of 12 million 652 thousand and 600 yuan, 31 million 618 thousand and 200 yuan, 25 million 884 thousand and 400 yuan and 16 million 864 thousand and 600 yuan respectively.

Among them, Dongguan silicon Xiang revenue and net profit increased 20.47% and -18.13% in 2018, and there was no increase in profits.

At the same time, the company's cash flow situation is also not optimistic. During the reporting period, the net cash flow generated by Dongguan Si Xiang business activities was 9 million 321 thousand and 200 yuan, -1439.36 million yuan, -4503.5 million yuan and -5776.25 million yuan respectively, and the net outflow rate continued to expand.

Overall, in the past three and a half years, the total net profit of Dongguan silicon Xiang was only 87 million 19 thousand and 800 yuan, and the net cash flow generated by business activities amounted to -1.08 billion yuan.

In addition, the problem of bad debts in Dongguan's Silicon Cheung is also very serious. As at the end of the reporting period, the value of the accounts receivable of Dongguan's Silicon Cheung accounts as high as 156 million yuan, which accounts for 63.4% and 70.9% of the total assets and current assets of the end of the year respectively.

But Dongguan Sixiang prepared for bad debts only 12 million 708 thousand yuan.

Among them, Dongguan silicon Xiang to Henan State Energy Battery Co., Ltd. to prepare bad debts preparation 3 million 356 thousand and 300 yuan (100% points to mention), Changshu Huaxing a Amperex Technology Limited 1 million 582 thousand and 200 yuan (36.36% to raise the proportion), Shanghai Fei Xun Data Communication Technology Co., Ltd. to prepare bad debts to prepare 183 thousand and 400 yuan (the ratio of 100%).

But there is more than a dispute about the sale contract with Dongguan silicon Xiang. Kai Xin Bao data show that in 2017 -2018, Dongguan silicon Xiang also had disputes with Shanghai Bao Jia new energy technology Co., Ltd. and Fei Xiang supply chain management (Shanghai) Co., Ltd., Shanghai Bao Jia new energy technology Co., Ltd. has been listed as the executor by the court.

Recently, Dongguan Sixiang has been involved in the "dangerous situation" of lion technology.

According to our reporter's understanding, in June 2019, Dongguan silicon Xiang formally announced the case of lion technology and its subsidiary, Fujian lion lion new energy technology.

Up to now, lion technology has been insolvent and its net assets are negative.

The old minister voted against the bill.

Behind this doubt, the management disputes of Gaolan share are looming.

Wu Weiwen and Chen Dezhong, the board of directors who voted against the bill, are senior ministers of Gaolan shares. Wu Weiwen is the second largest shareholder of Gaolan shares, and was once one of the actual controllers of Gaolan shares and the former general manager.

In 2001, Li Qi, Tang Hong and Wu Wenwei jointly established the gaolangshui Technology Co., Ltd., which is the predecessor of Gaolan shares. The three people jointly controlled the company as a concerted action in the listing process of Gaolan shares.

But in February of this year, Gao Lan shares announced that the consensus action agreement was no longer renewed after the expiration of the agreement. Three executives Li Qi, Wu Wenwei and Tang Hong have lifted the agreement of concerted action, and Gaolan shares have no real action. While Li Qi is holding the majority of shareholders with a 19.89% stake.

In addition, since 2005, Wu Wenwei has been the general manager of Gaolan shares. But in March of this year, Gao Lan shares announced that the position of the general manager of the company was adjusted due to the needs of the company's strategic development. The company's chairman, Li Qi, was also the general manager of the company. Wu Wenwei no longer acted as the general manager of the company, but still served as the company's director.

Since June this year, Gaolan shares began planning to acquire Dongguan silicon Xiang, and Wu Wenwei, who had been swept away from management, threw a "strong vote against it".

In Wu Wenwei's view, Dongguan silicon Xiang asset quality is poor, and in the short term can not produce effective synergy with the listed companies. At the same time, he also pointed out that the three expansion of silicon Cheung in Dongguan did not complete the environmental acceptance procedures, and the business premises had no right to belong to the certificate.

"There are many non-compliance risks of the underlying company, such as the unpaid capital of registered capital, equity holding on behalf of the company, competition in the same industry, the funds occupied by the affiliated company, the major provisions of major business contracts, and the violation of social security labor laws and regulations. At the same time, the company has no board of directors and board of supervisors, the company's governance is weak, the controlling shareholders' compliance consciousness is not enough, its commitment is low, the trading partners' ability to perform is weak, and the risks to the interests of listed companies are unavoidable. Wu Wenwei pointed out.

In October 11th, in twenty-first Century, the economic report reporter called Gao Lan securities department as an investor to ask whether Wu Wenwei's "no vote" was related to the company management's "internal struggle". The wiring personnel denied that the vote was a personal opinion of the director on the matter.

Cash acquisition or avoidance regulation

Gao Lan shares disclosed in the announcement that the acquisition of Dongguan silicon Xiang does not constitute a major asset reorganization, trading is entirely cash.

Although it is unclear whether Gao Lan shares plans to further acquire the 49% stake in Dongguan Sixiang, the company's preparations for capital have been in full swing.

As mentioned above, the price of Dongguan silicon Xiang 51% shares is 204 million yuan, but Gaolan shares two times to buy Dongguan silicon Xiang as the reason, it plans to raise 400 million yuan altogether.

In the announcement of the application for M & A loans to banks in September 30th, Gao Lan shares said it would apply for a M & a loan of no more than 130 million yuan to the bank, with a loan term of not more than three years, which is used to purchase part of the consideration paid by Dongguan silicon Xiang equity.

In the "public offering of Switching Company bond plan", Gaolan shares also intends to raise funds through convertible bonds no more than 280 million yuan, of which 204 million yuan is used to pay the consideration of the acquisition, and 76 million yuan is used to supplement liquidity. The total total of the two proposed fund-raising amounts to 410 million yuan, far exceeding the transaction delivery, which is equivalent to the overall valuation of Dongguan Sixiang.

In response to this problem, in October 11th, Gao Lan Securities Department responded that if the company successfully issued the convertible bonds, it would replace the bank loans with the proceeds raised, instead of buying Dongguan Sixiang for the whole.

The company also said that if the company had further plans to purchase Dongguan silicon Xiang in the future, it would make further disclosure.

Another move by Gao Lan shares seems to reveal its intention of "avoiding" major asset reorganization.

According to the announcement, 60% of the 204 million funds spent by Gaolan share in the purchase of Dongguan Si Xiang 51% shares will be invested in 60% yuan (about 122 million yuan), which will be placed in the "co management account". After the approval of the listed company, the funds of the co management account can be used by Yan Ruohong and others (Dongguan silicon Xiang shareholders) to purchase Gaolan share stock by agreement transfer, bulk trading and bidding trading, and subscribe to Gaolan share convertible bond or loan to Dongguan Sixiang.

At the same time, Yan Ruohong also promised that he would not sell his shares in the three years after he bought shares of Gaolan stock.

If the closing price of 12.37 yuan of Gaolan shares is calculated in October 11th, the funds of the co management account can purchase 9 million 862 thousand and 600 shares of Dongguan silicon Xiang, accounting for 5.30% of the total share capital of Gaolan share, which is slightly higher than that of the fourth largest shareholder of Gaolan shares.

It is worth noting that the existing shareholders of Gaolan share are still holding on to the market.

In September 23rd, the fourth largest shareholder of Gaolan shares, Guangzhou Hai Hui growth venture investment center (limited partnership) (referred to as "Guangzhou ocean exchange") transferred 9 million 344 thousand and 300 of its holdings (5.02% of the shares) to Shenzhen Jianxin Hua Xun Equity Investment Fund Management Co., Ltd. the transfer price was 10.863 yuan / share, 14.8% lower than the closing price of 12.75 yuan on the same day.

Meanwhile, since the beginning of this year, Wu Wenwei, the second largest shareholder of the company and Gao Rongrong, the third largest shareholder, have repeatedly reduced their holdings.