It is reported that in December 2010, Huaxing venture invested 43.14 million yuan to take 20% of the equity of Shanghai Xinzhong, and then increased the capital by 15 million yuan, with the shareholding rising to 60%. In 2013, Huaxing Chuangye paid the consideration by issuing shares, continued to take 39% of the equity of Shanghai Xinzhong, and the final 1% was acquired in 2015 with the cash of 5.6148 million yuan. In this regard, Huaxing Chuangye realized 100% control of Shanghai Xinzhong.
The performance of Shanghai Xinzhong in 2019 is poor. As of November 30, 2019, its net profit attributable to the parent company is - 45.013 million yuan, far less than that in 2018. However, it is interesting to note that on November 30, 2019 as the benchmark date, the appraisal result of Shanghai Xinzhong under the asset-based method is 189 million yuan, and the 82% equity corresponds to about 155 million yuan. The transfer price is obviously lower than the appraisal price.
This situation has attracted the attention of the regulators, who require the company to explain the reason and rationality of the final transaction price not being adjusted according to the evaluation results as agreed in the transaction agreement, whether the transaction price lower than the evaluation value is fair and reasonable, and whether it damages the interests of the listed company. According to the arrangement, Huaxing venture needs to submit and disclose relevant explanatory materials before April 2, 2020. It can be seen from the official website of Shenzhen stock exchange that Huaxing entrepreneurship has not been named for a long time. The last time we received the inquiry letter was April 16, 2019.
Source: Shenzhen Stock Exchange
In fact, at the meeting of the board of directors held on March 23, the proposal to transfer 82% of the shares of Shanghai Xinzhong was once opposed by the directors. According to the announcement, Chen Wu, the director who voted against, raised the issue of how to distribute the funds obtained in this exchange and the protection of shareholders interests, and asked for the return of funds