Jinyu Car City Again Sold Cheap Assets Cited Questioned Repeatedly Adjust The Direction Of Transformation

The "North control department" steered the Sichuan Jin Yu Motor City (Group) Limited by Share Ltd (000803.SZ, hereinafter referred to as "Jin Yu car city") for a few days, and again sold a plan of selling 10 thousand yuan to sell the subsidiary Nanchong Jin Yu Real Estate Development Co., Ltd. (hereinafter referred to as "Jin Yu real estate"), and disclosed "issuing shares and paying cash to purchase assets and raising matching funds and related transactions plan", to remove the burden and comprehensively transform the technology enterprises to the environment.

Reporters noted that the "internal friction" that lasted for more than two years made Jinyu car city badly hurt. The new energy assets acquired two years ago did not become a life-saving straw, but continued to drag down the company's performance.

Reporters on the real estate business divest, new energy business downturn, the company's short-term performance improvement, as well as the original controlling shareholder auction in December, whether the North control department and its concerted action will participate in bidding and other issues, sent a letter to Jinyu car city.

Jinyu car city said that the current controlling shareholder of the company held a total of 35.96% shares through concerted action. According to the management measures for acquisition of listed companies, the company's controlling shareholders need to issue a comprehensive tender offer if they want to continue to purchase except for climbing holdings. Therefore, the stock market will not participate in bidding. Performance improvement needs carriers, and the company has planned to carry out major asset reorganization.

Re sale of assets

Jin Yu Che city has been holding the control contest for more than two years. At the end of October this year, the board of directors moved ahead of the election. The "North control department" and the Nanchong SASAC agreed to take the 4/5 seat of the board of directors.

However, only a few days after the North control system got control, Jinyu car city once again made a price of ten thousand yuan, which was "cheap sale" of Jinyu real estate. But a few months ago, the sale of Jinyu property was rejected by the shareholders' meeting.

The core asset of Jinyu real estate is the commercial real estate project of Nanchong's "Tianshi Tiancheng", which was built in 2012. The project was started in 2012, and completed by the end of 2013, with a construction area of 63688.65 square meters and a land use right area of 40.9 mu.

According to the trading bulletin, in September 30, 2019, the valuation date of Jinyu real estate was evaluated by the asset based method and the income method. Finally, the results of the asset based assessment were taken as the evaluation conclusion. The total value of the shareholders' rights and interests of Jinyu real estate was 28 million 129 thousand and 100 yuan, the assessed value was -23.67 yuan, the impairment amount was 28 million 365 thousand and 800 yuan, and the impairment rate was 100.84%. Consider October 14, 2019, Jinyu real estate made dividends after 20 million yuan resolution matters, equity valuation of -2023.67 million.

In fact, the sale of Jinyu real estate for sale at 10 thousand yuan was questioned by many parties as a "cheap sale" because the difference between the valuation value and the book price in the asset appraisal report is too large. The sale plan was strongly opposed by the independent directors several months ago and rejected by the shareholders' meeting.

But once again, after the sale of Jinyu real estate program, Guo Junyuan, the newly elected state-owned independent director, resigned quickly and resigned from all positions of the listed company. The latest assessment report shows that compared with the previous transaction plan, Jinyu car city has basically changed the reasons and assessment methods for its subsidiaries, and has included more than one land asset, but the selling price is still 10 thousand yuan.

In addition, it is worth noting that the new scheme has directly cancelled the repayment period of Jinyu city's 193 million 600 thousand yuan loan after the sale. It is agreed that when Jin Yu's property is turned into a profit, the interest rate before depreciation and amortization (EBITDA) is positive, Jin Yu property shall repay 20% of the EBITDA value of the year to Jin Yu's car city (and its subsidiaries within the consolidated statement). In addition, Jinyu real estate dividends 20 million yuan in October 14, 2019, Jinyu car city has not yet received.

In the transaction plan to sell Jinyu real estate several months ago, Jinyu property should be repaid to Jinyu car city within 5 years. If the part that has not yet been repaid within 5 years, it will be repaid within 1 years.

In addition, after the sale of 10 thousand yuan subsidiary, Jinyu car city will still guarantee the overdue bank loans of Nanchong Noah Ark business management company, which is about 25 million yuan.

The Shenzhen Stock Exchange also sent an inquiry letter asking Jinyu city to explain the reasonableness of the setting of the scheme guarantee measures, whether it is conducive to protecting the interests of listed companies, explain the reasonableness of the above repayment methods, further explain whether the listed companies have practical implementation guarantee measures, and explain the accounting treatment of the transaction, and quantify the impact of this transaction on the listed companies.

Repeated setbacks in transformation

Jin Yu Cheng said that the reason for the sale of Jinyu property is that the profitability of the real estate business is weak. At present, the company has no land reserve to support the sustainable development of the real estate business. By the end of 2018, Jinyu car city had been transformed into new energy related businesses.

According to the audit report, Jinyu real estate net profit -2321.02 million yuan in 2018, 2019 1~9 month net profit -7537.98 million yuan.

However, reporters noted that from the first half of this year's operation, Jinyu real estate business management revenue still dominates.

In the first half of the year, the main business income of Jinyu car city was 11 million 272 thousand and 900 yuan, the new energy related business income was less, the property management revenue was 7 million 753 thousand and 100 yuan, accounting for 68.78%, while the electricity operation and maintenance income was 2 million 390 thousand yuan, accounting for 21.22%; and the income of new energy electrical equipment was 1 million 115 thousand and 100 yuan, accounting for 9.89%.

Jin Yu Che Cheng said that the property income business accounted for a relatively high proportion in the first half of the year, because the Jiangsu Zhi Lin Electric Technology Co., Ltd. (hereinafter referred to as "Chi Lin Electric") had fallen too far.

In fact, Jinyu car city has entered the new energy and electrical industry for two years. In October 2017, *ST Jin Yu, who was "wearing a hat" for 383 million consecutive years of losses, acquired 55% stake in Chi Lin Electric.

But this transformation was not successful. Zhi Lin electric power only made the loss of Jinyu city successfully in the year of injection, and then began to become a drag on performance. The two sides even went to court because of equity transfer payments, performance commitments and unfulfilled competition obligations.

It is easy to see through the financial statements that Chi Lin Electric is at a loss. In the first half of this year, Jinyu city's new energy and electrical equipment business achieved 1 million 115 thousand yuan of revenue, down 99.03% from the same period last year, with a profit of -61.34 million yuan. When acquiring the 55% stake in Chi Lin Electric Company, the counterparty's performance promise is that the net profit from 2017 to 2019 is not less than 60 million yuan, 90 million yuan and 120 million yuan respectively. In fact, Chi Lin achieved a net profit of 64 million 788 thousand and 600 yuan in 2017 and a net profit of only 369 thousand and 600 yuan in 2018.

Kim Yu Che city announced in early November that it had filed a counterclaim against Zhang Guoxin and other counterparties, demanding the lifting of the relevant agreements signed by Chi Lin Electric in 2017 and returning the paid share transfer fees and compensation fund occupancy charges.

After the new controlling shareholder took the helm of Jinyu car city, he was eager to get rid of the burden of losses and relied on restructuring to get rid of difficulties. Just a few days after the re election of the board of directors, Kim Yu Che City threw out the issue of shares and payment of cash to purchase assets and plans to raise matching funds and related transactions. It intends to buy ten party ring to 86.34% stake, and China Yuan Chuang energy 60% stake, while supporting the specific investors including North control PV, the amount of supporting funds raised by North controlled photovoltaic subscription is not more than 180 million yuan, initially determined that the issue price is 13.15 yuan / share.

Jin Yu Che Cheng said that through the reorganization of organic solid waste disposal industry, we will further transform the technology enterprises into the environment. But when he announced the sale of Jinyu property several months ago, Jinyu Che Cheng explained that the sale was due to focusing on the main business of new energy.

After selling Jinyu real estate, Jinyu car city is facing both property management and new energy business. The reporter wrote a letter to Jinyu city on how to improve business performance in the near future. Jin Yu Che Cheng said that the company is now in addition to Chi Lin Electric and real estate business, but also through its subsidiary Sichuan North Control Technology Co., Ltd. to carry out contract energy management business, through joint venture Sichuan North control energy core micro Information Technology Co., Ltd. to carry out related business of Internet of things chip. Future Ltd will focus on the field of energy and environmental protection, followed by the acquisition of quality standards, quickly enter the domestic waste disposal market, establish a competitive advantage in the environmental protection industry, and gradually grow into a high-quality environmental comprehensive management technology enterprise.

At the end of 2017, Jinyu car city also launched a non-public offering plan. It plans 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 to enter the solar energy industry (3.420, 0, 0%).

In the early days, Jinyu car city was first launched in 1998, and its main business was silk trade. It was formerly known as Sichuan Meyer silk (Group) Limited by Share Ltd. In 1988, it was set up by Sichuan Nanchong silk factory. Some of its assets were restructured. In 2002, Jinyu holding group Co., Ltd. (hereinafter referred to as "Jinyu Holdings") was renamed as Jinyu car city after its reorganization. The main business is automobile trade and post market services, real estate development and silk trade.

Jin Yu car city's original controlling shareholder Jin Yu holdings is currently the largest single largest shareholder in Jin Yu's car city. The number of shares held by the company is 23.51% of the total share capital. However, as the shares held by mid December will soon be fully auctioned by the judiciary, Jin Yu holding will be completely out after 15 years.