0, The Profit Performance Is " Torture " Jinyu Car City Reorganization Suspect.

Because of the "deep vortex of control over the whirlpool", Jinyu city (000803.SZ), which has been closely watched after years of control over the "North control system" and the original controlling shareholder of the company, is now the focus of public opinion because of the rare "0 profit and wonderful performance promise" reorganization in the A share market.

Since the announcement of the reorganization, the company has been controversial. On the evening of February 5th, the Shenzhen Stock Exchange finally launched a 118 page question asking for more than 30 questions to express its doubts about the restructuring of the company.

A rare 0 profit performance pledge

The time goes back to January 18th, Jinyu car city announced the reorganization draft, said the company intends to buy ten party ring to 86.34% stake, the transaction price is 394 million yuan. Among them, the 89.58% part of the transaction price is made at the issue price of 13.39 yuan / share, while the rest is paid in cash. The trading partners include Duan Mingxiu, Gan Hainan and other 34 shareholders.

In the above reorganization case, the company signed the "performance commitment compensation agreement" with the trading partners of GaN Hainan and Duan Ming Xiu. The parties concerned undertook that the ten party ring could achieve net profit of not more than 0 yuan every year during the 2020-2022 years, and if the net profit was negative during the period, the commitment party would compensate the company for the loss part of the two party.

When the news came out, the market was in an uproar. According to one industry, performance commitments are generally aimed at reducing the risks arising from the acquisition of assets, and 0 profit performance promises are hard to understand. Even market voices call them "unprecedented performance commitments".

On the evening of February 5th, the Shenzhen Stock Exchange questioned the above performance commitments and asked the company to explain the reasonableness of the "net profit greater than 0" performance pledge, and questioned whether the company had the risk of not fully covered the compensation obligation. It also asked the company to explain the reason and reasonableness of Hainan's and Duan Mingxiu's performance commitments in the transaction.

The Associated Press reporter contacted the company's secretaries for many times with questions. In related announcements, the company explained the reorganization. One of the important reasons is that the company's current business development is difficult. In the first three quarters of 2019, the company's net profit deficit was 62 million 853 thousand and 500 yuan, and it wanted to optimize the allocation of resources through mergers and acquisitions.

Statistics show that the main business of the ten party ring is biomass energy comprehensive utilization technology development, new energy products sales, etc. Jin Yu car city's business scope includes energy equipment and accessories development, automobile trade and so on. The ten party ring can earn 151 million yuan and 193 million yuan for 2017-2018 years. In 2019, its revenue was 157 million yuan in 1-9 months, and the net profit in the corresponding reporting period was only 17 million 782 thousand and 500 yuan, 29 million 819 thousand and 200 yuan, 21 million 556 thousand and 400 yuan.

Is it inclined to profit from related parties?

It is worth noting that the reorganization is related to transactions, of which the relevant figure is Wang Kaijun, director of Jinyu car city. After consulting the reporter, Wang Kaijun is the shareholder of the transaction, holding ten party ring to 3.96% shares. According to the valuation of the underlying assets 456 million yuan, the valuation of its stake is nearly 18 million yuan.

In addition, there is an "excess performance award" in the relevant agreements. If the net profit of the ten party circle can reach more than 113 million yuan within the performance commitment period, the ten party ring can award the excess part to the relevant core team in a certain proportion.

Based on the above relationship, the exchange asked the company: "whether the scope of supplementary disclosure includes affiliated parties, if so, whether the relevant arrangements may lead to interests tilt, and whether it is conducive to protecting the interests of listed companies and minority shareholders."

Public information shows that Wang Kaijun served as the chief engineer of the Beijing Institute of environmental studies. He is currently a professor at the Environmental College of Tsinghua University and an independent director of the North control water company of the "North control department" listed company. Wang Kaijun was elected director of the company in October last year and was recommended by the "North control department".

Shortly after Wang Kaijun took office, the company launched a restructuring plan. Shortly after the reopening, two independent directors who resigned for less than two months resigned. The two directors were Guo Junyuan and Wang Yunchen, who submitted their resignations in November and December last year.

It is worth mentioning that in the above restructuring, the company originally planned to acquire ten party ring energy, Beijing intermediate source and Tianjin Association Hong three related stock rights, but then announced that after the termination of the takeover, the two companies had only ten rings, and now they are being questioned by the exchange. If the reorganization can be successfully passed, the financial union reporters will continue to pay attention.