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China Singapore Jingwei, May 21 The Shanghai Stock Exchange issued a letter of inquiry to Shanggong Shenbei on the evening of May 21, asking it to explain whether there is a concept of catering to the market and hyping the concept of cross-border acquisition of bankruptcy subject assets.
On May 21, Shanggong Shenbei submitted and disclosed the Announcement on Participating in the Bankruptcy Reorganization Investment and Related Transactions of ICON Corporation in the United States, which said that it planned to increase the capital of Dukepu Aihua Co., Ltd., a wholly-owned subsidiary of the company, with self raised funds, and through its new subsidiary SG Investment America in the United States, Inc. participated in the bankruptcy reorganization of American ICON Aircraft Inc. (hereinafter referred to as "ICON Company") and its related parties IC Technologies Inc., Rycon LLC, ICON Flying Club, LLC (hereinafter collectively referred to as "the bankruptcy subject"), purchased some assets under the name of the bankruptcy subject, and the transaction consideration was $13 million.
About the necessity of transaction. The announcement shows that ICON is a related party of Shanghai Puke Feiren Investment Co., Ltd., the largest shareholder of Shanghai Shenbei Industrial Group, and this transaction constitutes a related party transaction. The main business of Shanggong Shenbei is the production and sales of sewing equipment and manufacturing equipment. The aircraft manufacturing assets purchased this time are not directly related to the company's existing business, and belong to cross industry investment. ICON has entered bankruptcy and reorganization.
In this regard, Shanghai Stock Exchange requires Shanghai Shanggong Shenbei to: (1) explain the specific reasons and necessity of the company's cross industry acquisition of the assets of the bankrupt subject in combination with the composition of the company's main business, the business relevance of the assets of the target bankrupt subject and the business development plan after the acquisition; (2) In combination with the credit status of the counterparty, the largest shareholder of the company and its related parties, clearly state whether there is any transfer of benefits to related parties through related party transactions; (3) Low altitude economy is a hot concept in the recent market, indicating whether it has the business qualification, technical talent reserve, operation ability, management experience, etc. to enter the new field, and whether there is a situation of catering to the market concept and hyping the concept; (4) Relevant assets of this acquisition are located overseas. Supplementary disclosure of the due diligence procedures and future arrangements that have been performed on relevant assets, including plans for further investment and sources of funds, as well as the relevant measures that the company intends to take to achieve control over overseas target assets, and prudent assessment and analysis of its specific impact on listed companies, fully prompt risks.
About the underlying assets. The announcement shows that this transaction is to purchase inventory, fixed assets and intangible assets under ICON and its related parties. Intangible assets are off book assets with book value of 0, but the appraisal value is 11 million dollars.
In this regard, Shanghai Stock Exchange requires Shanghai Shanggong Shenbei to: (1) list the specific content of the assets involved in this transaction item by item, including inventory content, aging, impairment, fixed assets formation time and use, depreciation and impairment, intangible assets name, maturity, whether limited or controversial; (2) Supplement and disclose the specific evaluation method of the intangible assets acquired this time. Intangible assets are the reasons for off book assets, and the reasons and rationality of the book value of intangible assets is 0 but the evaluation of large value appreciation; (3) Supplementary disclosure of whether relevant assets are subject to pledge, mortgage, freezing and other rights restrictions and ownership defects, whether bankruptcy reorganization affects the ownership of relevant assets, if any, explain whether relevant matters pose obstacles to this investment and corresponding solutions, and fully remind risks.
Timeliness of information disclosure. The announcement shows that Shanghai Shanggong Shenbei held a board meeting on April 19, and reviewed and approved the proposal of the company's participation in ICON's bankruptcy restructuring investment. The company delayed the disclosure of this matter on the grounds of trade secrets. On May 18, the bankruptcy court of the Delaware region of the United States publicly designated the subsidiary of the company as the bidder to purchase relevant assets, so the situation of suspension was eliminated. On May 21, the company submitted the disclosure announcement. Since April 19, the company's stock price has increased by 42.06%, and triggered abnormal fluctuations on May 9.
In this regard, Shanghai Stock Exchange requires Shanghai Shanggong Shenbei to: (1) make supplementary disclosure of the reasons for holding the board meeting on April 19 but disclosing it later than today, the specific reasons and judgment basis for the delay in disclosure, the company's procedures for the delay in disclosure, combined with the publicity of related matters and the significance of the impact on the company's and investors' rights and interests, Explain whether the failure to disclose relevant information on the basis of trade secrets in the earlier stage is an abuse of the information disclosure suspension exemption rule, whether the relevant reasons are reasonable, and whether there is a delay in information disclosure; (2) In combination with the stock price during the period, comprehensively self inspect the insider registration and insider information control of this transaction, explain whether the company strictly implements the relevant provisions of insider information control, verify the recent stock transactions of insiders, and submit the relevant information of insiders for verification according to regulations.
In addition, Shanghai Stock Exchange also requires all directors, supervisors and senior managers of Shanghai Industrial Shenbei to make supplementary disclosure of their work on this transaction, including whether they have performed necessary due diligence procedures on the transaction, whether they have fully demonstrated the rationality of the transaction and its impact on the company, and clearly express their opinions on whether they are diligent and responsible. In combination with the above issues, the independent directors of the Company expressed clear opinions on whether the transaction was fair and whether it damaged the interests of the listed company and minority shareholders.
According to the public information, Shanggong Shenbei is engaged in the R&D, production and sales of industrial sewing equipment and household sewing machines, and its business also involves flat knitting machines, office machinery, logistics services, trade circulation and other fields.
In terms of performance, in the first quarter, Shanggong Shenbei realized an operating income of 1.088 billion yuan, up 27.89% year on year; The net profit attributable to shareholders of the listed company was 16.1613 million yuan, a year-on-year decrease of 54.04%.
As for the cut in net profit, Shanggong Shenbei explained that it was mainly because Shanghai Shanggong Feier Auto Parts Co., Ltd. (hereinafter referred to as "Shanggong Feier"), which was newly incorporated into the consolidation scope of the company, increased the company's consolidated operating income. However, due to the initial production of the new factory of Shanggong Feier and the cyclical impact of the industry, the increase in the company's gross profit was less than the increase in the period expenses, As well as the year-on-year decrease in the income from the disposal of the company's houses.
In the secondary market, Shanggong Shenbei closed up 3.42% at 8.17 yuan/share on the 21st. (Zhongxin Jingwei APP)
