On the evening of May 22, Tianrui Instrument (Rights protection) The announcement said that, in view of the changes in the company's financing environment, the company decided to terminate the issuance of A-shares to specific objects in 2023, that is, to terminate the change of the company's control.
Tianrui Instrument Said: "The termination of this change of control will not have a significant adverse impact on the normal production and operation of the company. The controlling shareholder and actual controller of the company are still Liu Zhaogui, and the control of the company has not changed."
In the evening of May 23, Tianrui Instrument Received the letter of concern from Shenzhen Stock Exchange. Shenzhen Stock Exchange requires the company to explain the specific reasons for the changes in the current financing environment of the company in combination with the current production and operation situation, asset liability status and other factors, and to timely and fully prompt risks in combination with relevant factors.
Zhan Junhao, founder of Fujian Huace brand positioning consulting, is accepting《 negotiable securities The reporter of the Daily said in an interview: "The termination of this fixed increase may have a certain impact on the company's operation and decision-making; at the same time, it also means that the company has failed to obtain new funds through this fixed increase, which may have a certain pressure on the company's capital chain. In the future, the company may need to find other financing methods."
Change of control failed
Looking back, on May 12, 2023, Guangzhou Lido virtual reality The technology partnership (limited partnership) (hereinafter referred to as "Liduo Virtual") signed a share transfer agreement with Liu Zhaogui, the controlling shareholder, actual controller and chairman of Tianrui Instrument, agreeing that Liu Zhaogui would transfer a total of 24825100 tradable shares of Tianrui Instrument held by him to Liduo Virtual in the form of agreement transfer, Accounting for 5.01% of the total capital stock of the Company before the issuance of shares.
At the same time, Tianrui Instrument signed a share subscription agreement with Guangzhou Liduo Technology Partnership (Limited Partnership) (hereinafter referred to as "Liduo Technology"). The number of shares issued to specific objects this time does not exceed 149 million shares, does not exceed 30% of the total share capital of the company before this issue, and the total amount of raised funds does not exceed 624 million yuan, Liduo Technology fully subscribed for the shares issued by the Company to specific objects in cash. Immediately, the company reviewed and passed the proposal of the above fixed increase plan and the proposal of share subscription agreement.
If the above matters are finally achieved, Lido Virtual will hold 24825100 shares of Tianrui Instrument, accounting for 3.85% of the total share capital of the company after the issuance of shares; Liduo Technology will hold 149 million shares of the company, accounting for 23.08% of the total share capital of the company after the issuance of shares. The actual controller of Lido Virtual and Lido Technology is Li Gang, so the control right of Tianrui Instrument will be changed. Lido Technology will become the controlling shareholder of the company, and Li Gang will become the actual controller of the company, controlling 26.93% of the total voting rights of the company.
On June 19, 2023, Liu Zhaogui transferred his 24825100 shares of Tianrui Instrument to Liduo Virtual by means of agreement transfer, which has completed the transfer registration procedures in China Depository and Clearing Corporation Limited Shenzhen Branch.
By May 22, 2024, the planned increase and control transfer for more than a year had "failed".
In the letter of concern on May 23, Shenzhen Stock Exchange asked the company to verify and explain whether Liu Zhaogui's transfer of the company's shares to Liduo Virtual Agreement and Liduo Technology's subscription of the company's shares issued to specific objects constituted a package deal, and whether the company, Liu Zhaogui, Li Gang and their controlling subjects had other interest arrangements regarding the actual control of the company.
As for the specific reasons for the termination of fixed increase and control right change, the follow-up treatment of Liu Zhaogui's transferred shares and the company's performance improvement measures《 negotiable securities Daily reporter called Tianrui Instrument negotiable securities The staff of the Ministry of Finance said: "The announcement shall prevail. Telephone interviews are not allowed, and emails can be sent to the company." As of press release, the reporter has not received a reply from the company email.
Negative after deducting non net profit for five consecutive years
From the financial data, the non net profit deducted by Tianrui Instrument has been negative for five consecutive years, and the amount of loss has increased year by year. From 2019 to 2023, its non net profit deduction is respectively - 1715800 yuan, - 36084500 yuan, - 74359100 yuan, - 93708900 yuan and - 118 million yuan.
On May 13 of this year, Shenzhen Stock Exchange issued a letter of inquiry on the 2023 annual report to Tianrui Instrument, asking whether there is any major uncertainty in the company's ability to continue as a going concern; It shall also explain whether there is any major impairment risk for the fixed assets, construction in progress and intangible assets related to the company's production and operation, and whether the provision for impairment of related assets is reasonable and sufficient in the case of continuous losses in the main business.
In addition, in 2023, Tianrui Instrument will correct accounting errors twice, mainly involving income accounting of PPP projects. Shenzhen Stock Exchange requires the company to explain the reasons for the correction of the financial statements disclosed in the previous period for many times, the basis for determining the corrected amount and the calculation process; It also explains whether the accounting process of the items related to this accounting error correction is comprehensive and prudent, whether the amount of accounting error correction is accurate and objective, and whether the corrected financial statements truthfully reflect the company's financial situation.
"Tianrui Instrument is in a difficult business situation, which may also be an important reason for its failure in fixed growth." Zhan Junhao believes that "the company needs to adjust its existing business to improve its operating conditions and improve its ability to attract investors. At the same time, it also needs to increase research and innovation to enhance market competitiveness."
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