On September 5th, Liu Tanai, the controlling shareholder and actual controller of Gauss Bell Company, and his concerted action, Shenzhen Gaoshi Ye Wei Venture Capital Co., Ltd. and Weifang Bincheng Investment Development Co., Ltd. (hereinafter referred to as "Weifang Bincheng Investment") signed a supplementary agreement. A few days ago, the two parties signed a contract, and Weifang Bincheng Investment acquired 6.4748% shares of Gospel held by Gaoshi Venture Capital at a transaction price of 220 million yuan. According to the agreement, through a series of subsequent equity transactions and voting rights operations, Weifang Bincheng Investment acquired a controlling stake of 29% and became the new actual controller of Gosbell.
Coincidentally, the initial share transfer price of 6.4748% is 220 million yuan, which is exactly the same as the funds raised when Gosbell went public four years ago.
Why did a state-owned enterprise in Weifang, Shandong, thousands of miles away win a listed company in Chenzhou, Hunan?
Official website, Hanting District, Weifang City, where Weifang Bincheng Investment is located, gave the following statement: As a state-owned enterprise in Hanting District, Weifang City, "Bincheng Company has reached a strategic cooperation with Gosbell, which is of great significance for Bincheng Company to gain the actual control of listed companies, further deepen the reform of state-owned enterprises, introduce high-quality high-tech enterprises, and build advantageous industrial platforms and industrial clusters."
In Chenzhou, Hunan Province, Gosbell is one of the three local listed companies, and the other two are Chendian International (600969. SH), a veteran listed state-owned enterprise, mainly engaged in hydropower. *ST Jingui (0027 16. SZ) is now struggling to withdraw from the market.
At the beginning of 20 17, it was named "Gosbell" after the famous scientist "Gosbell". Its self-introduction is as follows: it has mastered more than 20 core technologies in the field of digital TV, and "the core technologies from equipment, system to terminal are completely in its own hands".
In addition, Gosbell also involves many popular concepts such as 5G, smart education, and home intelligence, and often gains a wave of gains when these concepts are hot.
However, after careful study, it is found that Gosbell's main products are actually TV set-top boxes and satellite receivers mainly sold in rural areas, commonly known as "big pot covers".
Before listing, Gospel's performance increased year after year according to IPO standards, but it changed its face after listing. In 20 17, the profit dropped sharply, and in 20 18, it turned losses.
In 20 19, Gospel realized an operating income of 63 10/00000 yuan, down 20.22% year-on-year, and a net profit of10/52400 yuan, which was a deficit compared with 20 18. However, the company still lost 34 187900 yuan after deducting non-net profit. The reason for turning losses is the subsidy given by the local government, which is as high as 46.655 million yuan, which is close to 65.438+00 times compared with 4.9524 million yuan in 2065.438+08.
At this point, Gosbell's operating income has declined for four consecutive years, and non-net profit has also continued to lose money. In reply to the inquiry letter of the exchange's 20 19 annual report, Gosbell explained that this was because the domestic digital set-top box market was seriously shrinking, and the fourth analog TV shutdown plan in India, a major overseas market, was postponed.
In the first half of 2020, Gosbell's revenue continued to decline sharply, with a range of 45.44%; The loss was 39.95 million yuan, a year-on-year decrease of 28%. It is worth noting that the revenue of Gosbell in the first half of the year was only 65.438+0.5 billion yuan, but by June 30, 2020, the inventory was 65.438+0.66 billion yuan, the accounts receivable was as high as 442 million yuan, and the current liabilities were 34.65438+0 million yuan.
In addition to poor performance, other actions of Gosbell during the listing period of less than four years also caused controversy.
First, all the fundraising projects have changed. Only half a year after the IPO, all four fundraising projects with bright prospects described by Gospel have changed their faces, or contracted, terminated or changed.
When China Economic Weekly reported this matter on 20 18, a brokerage analyst said that it was normal to change the fundraising project, but it was rarely seen that it had changed so quickly. As for the reason, either the original project analysis was too casual, or the company's management made a major misjudgment of the market trend.
The change of fundraising project also brings a related party transaction, which is also a related party transaction of financial fraud and suspected interest transfer.
In 20 18, Gospel used the raised funds of 1 100 million yuan to acquire 0/00% equity of Shenzhen Gospel Home Intelligent Electronics Co., Ltd. (hereinafter referred to as "Home Electronics"). At that time, the largest shareholder of household electronics was Koshi Ye Wei, holding 38.005%, and the actual controller of Koshi Ye Wei was Liu Tanai, the actual controller and chairman of Gosbell. At the same time, eight shareholders, including Liu Tanai, Ouyang Health and Yang Changyi, held the remaining shares. Among them, Ouyang Health and Yang Changyu hold 265,438+0.25% and 265,438+0.245% respectively.
Illustration: Sun Zhu, editor-in-chief of China Economic Weekly.
Before this acquisition, Gosbell's two equity transfer price made many people feel suspicious. From 2065438 to July 2005, Gao Shi Ye Wei transferred 5% and 3% equity to Ouyang Health and Yang Changyi respectively at the price of 1.496726 yuan per share. On September 2, 20 16, KOC Ye Wei once again transferred the shares of 16.25% and 18.245% to Ouyang Health and Yang Changyi at the price of 1 yuan per share.
However, according to the original acquisition plan, Gosbell acquired the equity of home electronics held by Ouyang Health and Yang Changyi at RMB 65,438+02.5 per share. This means that the shares held by Ouyang Health and Yang Changyu have increased by 12.5 times in just one year.
According to the investigation by Hunan Securities Regulatory Bureau, on September 26th, 2065438+2007, Ouyang Jian and Yang Changyi, the original shareholders of home electronics, received the first equity transfer payment of1357,888,800 yuan and13575,600 yuan respectively. The next day, they respectively transferred 10226800 yuan and1210910000 yuan to the personal accounts of employees of the company controlled by household appliances. On the same day, these personal accounts transferred 1 1570800 yuan to Gao Sibei's Chairman Liu Tanai, General Manager You Zongjie, Secretary General Wang Chun and others.
Hunan Securities Regulatory Bureau believes that during the acquisition reporting period, the capital exchange between Gao and the major shareholders of home electronics may lead to the listed companies tilting towards the interests of the original shareholders of home electronics.
Hunan Securities Regulatory Bureau also found that the inflated income of household electronics in 2065,438+0710-June was 8,846,400 yuan, before 2065,438+023,500,600 yuan. At the same time, there is an underestimation of household electronics: the amount of underestimation in June-June of 20 17 was 2,903,600 yuan, before 20105.49 million yuan.
After investigation, the net profit of home appliance electronics 20 17 in the first half of the year was 9.638 million yuan, a decrease of 4.8884 million yuan compared with the previous1452.64 million yuan. In other words, the amount of fraud is half of the adjusted net profit.
The inflated performance has pushed up the valuation of home appliances. According to the original acquisition plan, the valuation of home appliance electronics is 26 1 10,000 yuan, the purchase price is 250 million yuan, and the premium rate is as high as 480.53%. After the adjustment, the transaction consideration still reached 226 million yuan, and Liu Tanai and Gao Shi Venture Capital controlled by him cashed in more than 90 million yuan in one fell swoop.
In the end, Gosbell completed the acquisition of home electronics. However, by the first half of 2020, the performance promise made by Liu Tanai in the acquisition of home appliances has not been fulfilled for three consecutive years.
On April 5, 2020, the Hunan Securities Regulatory Bureau issued a warning letter to the Gospel, pointing out that there are two major problems in the Gospel. First, the internal control is not standardized, and the key internal control procedures of the company's sales management are missing; Second, there are defects in independence. Some employees of the company provide research and development, financial management, business decision-making and other services for controlling shareholders and their affiliated enterprises.
It's all over.
On July 8, 2020, when replying to the inquiry letter of the Exchange about the annual report of 20 19, Gosbell said that the company has gradually transformed into the fields of system integration, smart city market service and new ceramic materials. In particular, the company's 5G high-frequency microwave copper clad laminate products with completely independent intellectual property rights have passed the acceptance of national strong foundation projects, obtained relevant national certifications such as military qualification, and sent samples to the head communication company for certification, which have been supplied to many application companies in batches.
After the controlling stake was transferred to Shandong Weifang State-owned Assets, Liu Tanai promised that the net profit of Gosbell 202 1, 2022 and 2023 would be no less than 20 million yuan, 30 million yuan and 50 million yuan respectively.
The official statement of Hanting District for this transaction is that it can use the advantages of funds, resources and projects invested by Weifang Bincheng to inject high-quality assets into the Gospel, optimize the allocation of resources, develop new projects, expand new markets and inject new kinetic energy into the development of enterprises. On the other hand, we can introduce the technology, management, talents and market advantages of the Gospel into Weifang to help develop innovative economy, cultivate characteristic industrial clusters and improve the development level of smart cities and digital economy in the city.
Editor | Yao Kun
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