Home >

Behind The Scenes Of Edile'S "Cheap Sale" Of Large-Scale Jewelry: 200 Million Merger And Purchase "Disappeared" Out Of Control And Planned To Be Sold In Only One Month

2021/4/3 11:33:00 0

AdilMarketJewelryFront And BackMerger And Acquisition

"The brothers, probably from a long time ago, have been preparing for the hollowing out of Adil and the large plate of jewelry." A person familiar with the matter told the 21st century economic reporter.

Ten trading days ago, adier announced that factor company was out of control and planned to "sell" Shenzhen Dapan Jewelry Co., Ltd. (hereinafter referred to as "Dapan jewelry") at a price of 1 million yuan, marking a non "satisfactory" end to the acquisition of 255 million yuan four years ago.

However, this decision was opposed by two directors of the company and one director abstained.

Subsequently, the Shenzhen Stock Exchange also issued a letter of inquiry, asking Aidier to explain "whether there is any situation of selling the company's assets at a low price to damage the interests of small and medium-sized investors".

According to the reporter of 21st century economic report, Aidier began to plan for the transfer of large-scale jewelry at a "low price" since August 2020. At that time, it was only one month after the announcement of "out of control" of large-scale jewelry.

The sale of large-scale jewelry is, in name, a "helpless move" for the investment failure.

However, the 21st century economic reporter's investigation found that the big plate jewelry and Adil from the acquisition to out of control, and then to today's "cheap sale", or are all the schemes carefully planned by the Su brothers.

The relationship between Su yanmao, the nominal real controller of large plate jewelry, Su riming, the real controller of Adil, and Su Jianming, the brother of Su riming hall, are not the key to the story.

The reporter got a "weird" transfer flow.

Both the transfer flow and the company's announcement show that the progress of Aidier in paying the more than 200 million merger purchase funds is obviously faster than the progress agreed in the agreement, rather than making payment according to the progress of performance commitment. In addition, a number of small and medium-sized shareholders of large-scale jewelry disclosed that up to now, it has not received the equity transfer payment paid by Adil.

On April 2, 21st century economic reporter also inquired the insiders of Adil about the sale of large-scale jewelry by Adil, and said that it would "look at the announcement".

Lost equity transfer funds

"Up to now, we have not received the share price transfer of Adil's acquisition of large jewelry." Said a shareholder of large-scale jewelry.

The story has to start four years ago. In March 2017, Adil announced that it plans to purchase 51% of the shares of the large scale jewelry with a price of 255 million yuan and an evaluation value-added rate of 208%.

Its counterparties were Su yanmao, Shenzhen Jiaren investment partnership (limited partnership), Wu Shunshui, Du Guang, Mao Jiantao and Liang Yinghong. At that time, Su yanmao held 70% of the shares in the market jewelry, which was the actual controller, while the other five shareholders held the remaining 30%.

In this transaction, the six shareholders respectively transferred half of their equity to Adil, and the equity transfer payment was paid in five installments. Both parties agreed to open a co management account in the name of Aidier, which was jointly managed by Aidier and Su yanmao, and the equity purchase funds of each phase were paid to the co managed account.

The parties also agreed to set up a stock account corresponding to the co managed account, so that Su yanmao could choose the opportunity to purchase the shares of Adil in the secondary market, with a total purchase amount of no less than 255 million yuan. The above shares shall be voluntarily locked up for 6 months from the date of purchase, and upon expiration of the lock up period, the Seller shall dispose of them by himself.

At the same time, the "seller" promises that the committed net profit of large jewelry in 2017, 2018 and 2019 will not be less than 36 million yuan, 46 million yuan and 56 million yuan; that is, the accumulated committed net profit of large jewelry in 2017, 2018 and 2019 will not be less than 138 million yuan. The net profit of the above commitment shall be calculated according to the lower one after deducting the non recurring profit and loss.

At that time, both sides of the transaction set up co managed accounts, promised to buy Adil shares, set performance commitments, etc., all for the consideration of risk control. However, the 21st century economic reporter found that the contents of these agreements were in vain in the end.

The first is the payment of equity transfer.

According to the arrangement, Adil paid the first two payments, totaling 63.75 million yuan, within 15 days after the signing and entry into force of the agreement (March 31, 2017), and within 15 days after the completion of industrial and commercial registration procedures (April 30, 2017).

However, the following three M & a funds that should be paid according to the performance realization are quite random. The original plan is to pay the subsequent transfer funds of 76.5 million yuan, 63.75 million yuan and 51 million yuan respectively according to the performance within 15 days after the release of the special audit report on the annual performance of the large cap jewelry in 2017, 2018 and 2019.

However, 21st century economic reporter found from the transfer slip that after the first two payments were made, on September 30, 2017, Adil transferred another 36.5415 million yuan to Su yanmao.

The content of the annual report of Adil is consistent with this strange transfer content. According to the above payment schedule, industrial and commercial changes have been completed in 2017, so the overall payment amount in 2017 is 63.75 million yuan. However, at the end of 2017, the balance of long-term accounts payable of large cap jewelry, namely, equity payment of large cap jewelry was about 154.71 million yuan, which means that in 2017, the total amount paid by Adil to the original shareholders of large cap jewelry was about 100 million yuan, which was about 36.45 million yuan more than the amount that should be paid in that year.

Subsequently, from March 19 to April 25, 2018, and from May 14 to June 12, 2019, Adil issued the 2017 and 2018 special audit reports of large plate jewelry, and achieved the performance targets, then transferred 76.5 million yuan and 45 million yuan to Su yanmao respectively.

However, by the first half of 2020, the net profit of large jewelry is only 24.4976 million yuan in 2019. Due to the fact that it is far lower than the promised performance, Adil did not pay the fifth transfer payment, instead, it asked the performance commitment party to make relevant compensation.

According to the above statistics, in this transaction, Adil paid a total of 222 million yuan.

But recently, the 21st century economic reporter learned from the relevant parties that the 222 million merger purchase money was not used to increase the holding of Adil shares, and the remaining small and medium-sized shareholders except Su yanmao did not receive the relevant equity transfer funds.

"The money's being used by Adil"

A person familiar with the matter told the 21st century economic report that after the acquisition, Su yanmao did buy some shares of Adil. However, due to the poor performance of Adil's share price, the shareholders of large market jewelry agreed that they would not continue to increase their holdings of relevant stocks.

This change can be seen from the shareholders of Adil in recent years. In the 2017 annual report, there is an "unfamiliar" figure in the list of the top ten tradable shares of Adil.

According to the data, as of the end of 2017, Su yanmao held a total of 4.7232 million shares, accounting for 1.43% of the company's total share capital, and was the eighth circulating shareholder of the company. However, it was strange that Su yanmao's equity was 100% pledged. In the following two years, Su yanmao did not continue to increase his holdings of Adil related stocks. In the first quarter of 2020, Su yanmao reduced his holding of 1133200 shares, with the shareholding ratio reduced to 0.79%.

Due to the low number of shares held, aidil did not disclose the process of Su yanmao's increase. However, according to the price range of the highest 17.46 yuan / share and the lowest 8.79 yuan / share in 2017, the cost of Su yanmao's increase was about 41.51 million yuan to 82.46 million yuan.

According to the relevant payment paid by Adil to Su yanmao, at present, Su yanmao still has at least 140 million yuan of transfer funds. However, the reporter learned that in recent years, a number of small and medium-sized shareholders of large-scale jewelry have asked Su yanmao for equity payment, but none of them has been successful.

According to a criminal ruling by 21st century economic report, in July 2019, Shenzhen Jiaren investment partnership (limited partnership), Wu Shunshui, Du Guang, Mao Jiantao and Liang Yinghong took Su yanmao to court at the same time, accusing Su yanmao of "embezzlement crime", but the case was subsequently withdrawn due to "insufficient evidence".

On January 14, 2020, Mao Jiantao once again filed a civil lawsuit with the people's Court of Qianhai cooperation zone in Shenzhen, demanding Su yanmao to refund 60% of the stock discount, the equity transfer payment and relevant interest received for completing the gambling performance in 2017. However, the case was subsequently withdrawn on the ground that Mao Jiantao resolved the dispute through another way.

So, where did the equity transfer fund of more than 200 million go to? Why is Su yanmao unwilling to "return" the equity transfer funds of the other five shareholders?

Shenzhen Luohu District People's court may give the answer in a trial video released on March 29, 2021. In the court information No. (2021) Yue 0303 No. 5682 of the Republic of China ", Su yanmao's defense lawyer directly said that the reason for the withdrawal of the above-mentioned shareholder's lawsuit was that" (they all know) after the equity transfer funds were received, the money was basically used by Adil company ".

Out of control for only one month

The doubt is more than that.

The 21st century economic reporter combed the whole process of Aidier and large jewelry, from "heavy gold acquisition", to "company out of control", and then to low price selling, and found that there are more "tricks" suspected of profit transfer and tunneling listed companies.

According to public information, Adil landed on the SME Board of Shenzhen Stock Exchange on January 22, 2015. The controlling shareholders and actual controllers are su riming and di ailing. In addition, the company also has an important shareholder and senior executive, Su Yongming, who is Su riming's younger brother.

In the prospectus, Su Yuming and Su Jianming, the cousins of Su riming, are also engaged in the jewelry industry independently. They actually control Shenzhen meijiahua Jewelry Co., Ltd., Shenzhen Dapan Jewelry Co., Ltd. and Shenzhen Jiahua Jiaai Jewelry Co., Ltd., respectively.

Among them, Su Jianming is the actual controller of Shenzhen Dapan Jewelry Co., Ltd. (the former name of Dapan jewelry).

However, on the eve of Adil's acquisition of large-scale jewelry, the latter quietly carried out industrial and commercial changes, and the legal representative and chairman of the board changed from Su Jianming to Su yanmao. But in the course of the acquisition, Adil did not mention the relationship. According to the information disclosed by Adil later, Su Huaqing, Su yanmao's spouse, is Su riming's cousin.

By 2019, there will be another industrial and commercial change of large-scale jewelry, and the legal representative and chairman of the board will be changed from Su yanmao to Su Jianming. However, it is difficult for the market to believe that it is not out of "invisibility" and evasion of credit obligations.

It is worth mentioning that during his "Absence" on the board of directors, Su Jianming still had great influence on the board of directors. In November 2018, Dapan jewelry signed a guarantee letter with Shenzhen tefa micro loan Co., Ltd., which provided guarantee for Su Jianming and his spouse Lang Jiaozhen's loan of 7 million yuan. The matter has not been approved by the board of directors of Adil, and it has not been disclosed to the public in a timely manner.

In addition to "covering up" and failing to fulfill the credit obligation, the process of "breaking up" between Adil and large jewelry can also be called weird.

On May 29, 2020, Adil issued an announcement saying that "the market jewelry failed to achieve its performance commitment in 2019, and its cash flow was tight"; two months later, on July 31, 2020, Adil suddenly declared that it had lost its effective control over the market jewelry, "the trading partner Su yanmao and the core management team violated the provisions of the company law, the agreement and the articles of association, refused to supervise and cooperate with the audit Change work ".

Only a month after he lost control, Eddie began to quickly plan to sell the large plate of jewelry.

According to a "letter of notification" exclusively obtained by 21st century economic reporter, on August 31, 2020, Adil sent a letter of notification to Su yanmao and other six large cap jewelry shareholders, saying that "in view of the development needs of Adil company, it intends to transfer 51% equity of large scale jewelry at a price of 130 million yuan", which is more than 50% discount than the original purchase price of Adil.

"Adil planned to sell 51% of its large jewelry to a Shanghai company last year, but the company didn't buy it after background checks," according to people familiar with the matter

It is worth mentioning that after announcing that the subsidiary is out of control, the remaining long-term accounts payable of about 33.21 million yuan were written down to zero in the third quarter report of 2020.

In the performance forecast of Listed Companies in 2020, Adil expects a loss of 846 million yuan to 950 million yuan, including "(large jewelry) will not be included in the consolidated statements since April 2020, and it is expected to make full provision for impairment of the investment. At the same time, the company provides guarantee for large-scale jewelry. If some loans are overdue, it will generate estimated liabilities, which belong to non recurring profits and losses.

As of January 3, 2021, the actual guarantee balance of Adil for large-scale jewelry is RMB 112 million, accounting for 4.52% of the audited net assets of Listed Companies in 2019. Among them, the overdue guarantee is 61.17 million yuan, accounting for 2.33% of the annual audited net assets of Adil in 2019.

 

  • Related reading

How Do Monsters Pass Through The Death Jungle Of Shared Power Bank?

Finance and economics topics
|
2021/4/3 11:32:00
0

23 Enterprises Pay Dividends More Than The Annual Net Profit, A-Share Super Large Proportion Cash Dividends Must Be Vigilant Against Moral Hazard

Finance and economics topics
|
2021/4/2 12:42:00
0

"The Best Wealth Management Bank": Breaking Through The Asset Management Value Chain And Realizing The Growth Against The Trend

Finance and economics topics
|
2021/4/1 13:12:00
2

In March, The Thermal Power Sector Bucked The Trend And Rose By 25%. Why Are High Carbon Energy Sources In The Middle And Lower Carbon Sectors Sought After?

Finance and economics topics
|
2021/4/1 13:11:00
0

Hebei'S First IPO Securities Firm CAIDA Securities Nearly Cut Its Net Profit In The First Half Of 2020

Finance and economics topics
|
2021/4/1 13:11:00
0
Read the next article

一场营收与利润的“财报激辩”:流量红利后时代三只松鼠考题

在2019年被广泛诟病“增收不增利”的三只松鼠,2020年终于扭转了这一局面。3月26日晚间,三只松