On December 3, the company disclosed the announcement on the disposal of assets and the purchase of related transactions of office buildings, saying that it plans to transfer the companys office buildings and real estate to the controlling shareholder Xinjiang Rongsheng Investment Co., Ltd. (referred to as Rongsheng investment), and at the same time, it plans to purchase the commercial office buildings of the related party Xinjiang Changyuan Water Group Co., Ltd. (referred to as Changyuan water) with its own capital of 67.41 million yuan, Rongsheng investment is a wholly-owned subsidiary of Changyuan water.
In short, Xiangli shares sell its original cheap office buildings to the controlling shareholders, and then purchase high priced office buildings from the indirect controlling shareholders.
After the trading announcement was issued, the Shanghai stock exchange quickly issued an inquiry letter, which mainly involved three aspects.
At present, the property right certificate of the commercial office building to be purchased by Xiangli Co., Ltd. is under processing. In addition, the appraisal report shows that the market appraisal value of the subject property according to the market method and the income method is 67.41 million yuan and 2.9886 million yuan respectively, with a difference rate of 2155.57%.
Shanghai Stock Exchange asked the company to make supplementary disclosure: the specific situation of the transaction cases selected by the market evaluation method, including the location, transaction date, building area, transaction price and price per square meter, etc., and to compare with the target assets; the specific process involved in the income method evaluation of the target assets, including the evaluation assumptions, calculation parameters, surrounding reference case rent, etc.; the target It is reasonable that there is a big difference between the appraisal results of income method and market method.
In addition, the announcement disclosed that the company plans to transfer the office building real estate in shengguomingyuan community, Shengguo Road, Korla City, Xinjiang to Rongsheng investment, the controlling shareholder, at a price of RMB 24.92 million. 49% of the payment price is agreed to be paid within one year from the effective date of the contract. The above transactions are expected to increase the companys revenue by about 14 million yuan in 2019, and the companys net profit attributable to the parent company in the first three quarters of 2019 is - 3.7455 million yuan.
Shanghai stock exchange requires the company to make additional disclosure: both parties agree on the reasonableness of the 49% payment within one year after the contract comes into effect, and whether there is a long-term occupation of the companys funds by the controlling shareholders; in combination with the above payment arrangement and the time arrangement of property right transfer, the financial and accounting treatment of the transaction; for example, the company continues to use the above property through leasing and other forms , please explain the commercial essence of the property sale and whether there is a sudden profit-making situation at the end of the year.
As of September 30, 2019, the companys book monetary capital balance was 77902200 yuan, and its operating revenue in the first three quarters was 6.6571 million yuan, a year-on-year decline of 70.77%. The purchase price of 67.41 million yuan of commercial office building from Changyuan water services accounted for more than 86% of the companys monetary fund balance at the end of the third quarter. In addition, according to the companys 2018 regular report, the number of employees is about 48, and the office address is in Shengguo Mingyuan community, Shengguo Road, Korla City, Xinjiang.
Then, in the case of declining business and fewer employees, why does the company purchase a significantly higher amount of commercial office building while selling the original office property? Whether the large amount paid to the controlling shareholder for the purchase of real estate will affect the daily production and operation of the listed company and the liquidity of capital, and whether it is possible to damage the interests of the company?
Several times, we sold houses at the end of the year
Xiangli Co., Ltd., listed in 2001, is a veteran of the capital market. The company claims that it is mainly engaged in fruit planting, processing and sales of Korla Xiangli, and its main business has not changed. However, a careful review of the companys regular reports shows that Xianglis profit in recent years mainly depends on real estate investment, and even becomes the last line of defense to prevent the companys loss.
The inquiry letter issued by the Shanghai Stock Exchange on December 3 asked the company whether there was a sudden increase in profits at the end of the year in the case of losses in the first three quarters. In fact, Xiangli shares sold houses at the end of the year many times.
In 2016, the company made a loss of 5.85 million yuan. In 2017 and 2018, the company made a slight profit of 5.08 million yuan and 4.53 million yuan respectively. However, in 2017 and 2018, the company made a slight profit. The first achievement was the end of the year sales operation, and all of them were Xinjiang Jiahe Real Estate Development Co., Ltd. (referred to as Jiahe real estate).
In the first three quarters of 2017, the company lost 148 thousand yuan. At the end of that year, on December 18, 2017, the company transferred 25% equity of Jiahe real estate held by the company to sunshine real estate at the price of 27.3554 million yuan. On December 21 of that year, sunshine real estate paid the initial equity transfer price of RMB 14 million to the company. In this way, the company made a profit in 2017.
In 2018, the company lost 4.28 million yuan in the first three quarters. In the same way as in 2017, on December 17, 2018, the company signed a property rights transaction contract with Boda Xitai, which transferred 15% of the companys equity in Jiahe real estate to Boda Xitai at the price of 17.136 million yuan. According to the contract, on December 20 of that year, Boda Xitai paid the initial equity transfer price of 8.6 million yuan to the company. In this way, in 2018, the companys net profit turned positive again.
At the end of 2019, the same scenario will be repeated. This time, under the scrutiny of Shanghai Stock Exchange, can Xiangli still achieve the purpose of the first two years?
Source: responsible editor of Securities Times: Yang bin_nf4368