On the evening of March 31 this year, Beijing Junzheng announced that it announced the termination of a major asset restructuring of 100% equity of Beijing Haowei Technology Co., Ltd. (hereinafter referred to as “Beijing Haoweiâ€). Although Beijing Junzheng failed to acquire Beijing Haowei, there are still other buyers interested in Beijing Haowei.
On June 5, Shanghai Weir Semiconductor Co., Ltd. (hereinafter referred to as “Vail Sharesâ€) announced the announcement of the progress of major asset restructuring. Its stock has been suspended continuously since June 5, 2017, and is expected to be no more than one month. At that time, there were rumors that the target of the asset restructuring of Vail shares was Beijing Haowei.
According to the announcement of the Weir shares, in order to strengthen the layout of the Weir shares in the integrated circuit industry at home and abroad and enhance the company's core competitiveness in the field of IC design, the company intends to carry out this major asset reorganization and conduct mergers and acquisitions with synergistic effects. The target of the merger is Beijing Haowei.
The Weir Shares Announcement stated that the company organized relevant parties to carry out due diligence, auditing, evaluation, etc. on the reorganization of the underlying assets. The reorganization plan and transaction amount still need to be further negotiated and demonstrated with the parties. The specific trading method may be adjusted according to the progress of the transaction, and may be used to issue shares and pay cash to purchase the equity of the target company, and raise matching funds.
However, just after the announcement of the acquisition of Beijing Haowei on the evening of August 4th, the shareholders of Beijing Haowei expressed their ignorance and disagreed with the acquisition of Beijing Haowei by the company, and will exercise the preemptive right to acquire Beijing Haowei. .
Some shareholders of Beijing Haowei do not understand or agree to the acquisition.On August 6th, when the inside and outside of the industry were shocked by the acquisition of Vail shares, some shareholders of Beijing Haowei said that they did not receive the restructuring framework plan of Vail shares. It is unclear and do not understand more disagreement. Vail shares the acquisition of Beijing Haowei. Some shareholders said that if the Beijing Haowei board of directors intends to sell the company, it will exercise the preemptive right according to the relevant agreement signed earlier. It seems that there is great uncertainty in whether the reorganization can be implemented.
The Vail shares were listed and traded on May 4, 2017. On June 5, the company announced that it would suspend the planning of major asset restructuring. However, in the absence of an informed and express objection by many important shareholders of Beijing Haowei, the announcement of the acquisition of Beijing Haowei is not only embarrassing but also hopeful.
Beijing Haowei is a limited liability company registered in Beijing (sino-foreign joint venture). Beijing Haowei's main business is mainly carried out through its OmniVision Technologies, Inc., ("United States Howe"). Formerly listed as a Nasdaq-listed company in the United States, Howe was privatized in early 2016 and became a wholly-owned subsidiary of Beijing Haowei. Howe is a leading provider of digital image processing solutions for the design, manufacture and sale of high performance, highly integrated and cost effective semiconductor image sensor devices with a wide range of Camera Chip and Amera Cube Chip CMOS image sensing chips. Used in consumer and industrial applications, including smartphones, notebooks, tablets, webcams, security surveillance, entertainment devices, digital cameras, camcorders, automotive and medical imaging systems.
Cash flow for negative shareholder executives to secure debtFrom the financial statements, the company's operating income and net profit continued to grow in 2014-2016. The data is very beautiful, but the real money that is earned is very limited. According to the prospectus, from 2014 to 2016, the net cash flow generated by the business activities of Weir shares was RMB 1991.66 million, RMB -46.916 million and RMB 70.116 million, respectively, which was far from the net profit for the same period.
The cash flow is tight, and the company has to find a way to raise money. According to the data, as of the end of 2016, the short-term loans of Weir shares reached 554 million yuan. In 2016 alone, the company's financial expenses for financing were as high as 33.9 million yuan.
Weir shares disclosed in the prospectus that as the company's real estate has been fully used for mortgage, in order to further obtain financing funds, in 2015 and 2016, the company's directors, supervisors, senior management personnel Yan Renrong, Ma Jianqiu, Zhang Manyang, Han Jie, Ji Gang, Jia Yuan and relatives of the above-mentioned persons used their own real estate to provide mortgage back guarantee for the company's bank loans. The company pays the guarantee fee at the annual guarantee rate of 3.5%, and the total payment guarantee fee is 540,500 yuan and 785,600 yuan respectively.
In addition to their own properties, shareholders and executives also use the equity in their hands to secure financing. The actual controller Ren Renrong holds 27,943,500 shares of the company, accounting for 74.64% of the total share capital, of which 65 million shares have been pledged. Other shareholders of the company, Jia Yuan, Zhou Wei, Fang Rongbo, etc., also pledged their shareholdings in the shares of Vail to financial institutions such as banks to obtain short-term bank loans.
LeTV is a large arrears account receivableThe company was founded in May 2007. The company's founder, Yan Renrong, is headquartered in the Zhangjiang Hi-Tech Park. Since its establishment in 2007, it has been engaged in the design, sales and distribution of semiconductor products. However, the identity of Vail shares in the industry is more inclined to semiconductor product distributors.
According to the prospectus information, the company's semiconductor design business realized revenues of 333 million yuan, 614 million yuan and 711 million yuan in 2014-2016, respectively, and the semiconductor distribution business realized revenues of 1.073 billion yuan, 1.358 billion yuan and 1.441 billion yuan respectively. It is not difficult to see that the company's semiconductor design business accounts for a small proportion of total revenue.
As a supplier of well-known mobile phone manufacturers, the situation of Vail shares being pressed by customers is very prominent. During the reporting period, the company's total accounts receivable was relatively large, accounting for a relatively high proportion of current assets. As of December 31, 2016, the company's net receivables amounted to 664 million yuan, accounting for 40% of total assets.
High receivables may follow the risk of bad debts. From June 2015 to June 2016, LeTV Mobile purchased semiconductor components from Weir. As of September 2016, LeTV Mobile's payables were overdue, and the total reconciliation confirmed by the two parties totaled US$9,765,800. Vail shares said that the company stopped sales of LeTV Mobile in September 2016 and filed a lawsuit in court.
Is the related transaction confusing and confusing?According to the public information, in 2014 and 2015, Weir shares purchased 10.0951 million yuan and 12.7774 million yuan respectively from Shanghai Sisu, and 3.784 million yuan and 28.625 million yuan for Shanghai Sisu. The Shanghai Sishen public transfer manual shows that the company's shares accounted for 40% and 20% of the current sales in 2014 and 2015, respectively, and are the company's largest customer and third largest customer. The sales of Vail shares to Shanghai Sishang increased by more than 7 times in one year. The transaction volume has increased significantly, causing the auditor to question. The issuing committee asked the issuer's representative to further explain the way, time and delivery of the transfer of equity by Xiao Xiaorong; whether the above-mentioned equity transfer is authentic or reasonable, whether there is a holding condition, whether the above relationship is really lifted, and whether there is a non-related relationship situation.
The capital of Shanghai Sishang has gone very smoothly. In August 2014, Xiao Xiaorong disposed of his share of Shanghai Sishen. In December 2015, Shanghai Si Cun introduced the two shareholders of Jiaxing Bai Nian and Ce Zheng Investment with a valuation of 100 million yuan. The two investment institutions increased their capital by 10 million yuan, accounting for 10% of Shanghai's shareholding. The capital increase from Xiaorong’s equity transfer was only one year. Only 8 months after the capital increase, Shanghai Sishang landed on the new three board.
In the performance data of Shanghai Sishang landing on the New Third Board, how much contributed by Weir shares? What is the identity of Li Fei, is it a true independent third party, or is it a shareholding? Leave it to the industry is a question. In this announcement of the acquisition of Beijing Haowei, a series of actions of Vail shares are also doubtful. The majority shareholder of Vail shares pledged 12.02% of its shares to Jiaqiangquan Investment Management (Shenzhen) Co., Ltd. on the eve of the announcement of restructuring. According to the online enquiry, Jiaqiang (Shanghai) Consulting Co., Ltd., the shareholder of Jiaqiangquan Investment Management (Shenzhen) Co., Ltd., is a wholly-owned subsidiary of CITIC Capital Holdings Co., Ltd., according to Beijing Haowei’s previous participation in Beijing Junzheng’s major asset restructuring. The disclosed report, CITIC Capital is the major shareholder of Beijing Haowei, and whether the pledge shares of the Weir Shares Major Shareholders are related to this restructuring, we will continue to pay attention.
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