Pioneer new material encounters out of control subsidiary: ten security guards refused to audit
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Original title: Pioneer new material encounters out of control subsidiary: Ten security guards refused to audit, the official seal was robbed
澎湃News reporter Dai Gaocheng Source: 澎湃News
As a controlling shareholder of 60% of shares, Ningbo Pioneer New Materials Co., Ltd. (300163.SZ, Pioneer New Materials) will acquire Shanghai Gaishi Network Technology Co., Ltd. ("Gai Shi Network"), a subsidiary acquired in 2015. The performance of the month was audited, but I did not expect it to be strongly rejected by the subsidiaries.
On June 12th, the news came to the headquarters of Jiashi Network in Jiading District, Shanghai. I saw more than 10 security guards from the Geshi Network guarding the door, and refused everyone to enter. The company only saw a small number of people working. It is understood that the company employees received notice that the company requires employees to go to work in batches.
Ten security guards guarded the gates of Shanghai Geshi Network Technology Co., Ltd.
A Pioneer new material executive told the 澎湃 journalist that the former general manager of Geshi Network, Zhou Xiaoyu, has now snatched and transferred the company's official seal and account book, and refused to invest in the audit team of Pioneer New Materials.
However, Zhou Xiaolan said in a reply to the news of the company that a press conference will be held recently to disclose information on the disputes between the two companies.
63 million cross-industry acquisitions
Pioneer New Materials was originally engaged in the research and development, production and sales of polymer composite sunshade materials (sunlight fabrics), but on the evening of September 14, 2015, it announced that the company and Shanghai Chaoyu Information Technology on September 14, 2015 Ltd., Shenzhen Yinghong Ruifang Investment Partnership (Limited Partnership), Anhui Huamao Textile Co., Ltd. and Chen Wenkai signed the "Equity Investment Agreement". The content of the agreement is that Pioneer New Materials intends to acquire Shanghai Gaoshi Network, which is owned by Shanghai Chaohao Information Technology Co., Ltd., Shenzhen Yinghong Ruifang Investment Partnership (Limited Partnership), Anhui Huamao Textile Co., Ltd. and Chen Wenkai, respectively. Technology Co., Ltd. (referred to as "target company" or "Gai Shi Auto Network") 20%, 10%, 10%, 20% of the equity, the total amount of transfer is 63 million yuan. After the completion of the equity transfer, Pioneer New Materials will hold a 60% stake in Gasgoo.com, and Gasgoo.com will become a holding company of the company.
Pioneer New Materials said that the acquisition of equity mainly uses the business resources of Gasgoo.com to invest and expand in the automotive parts and aftermarket sectors, further enhancing the company's core competitiveness, helping to broaden the company's business scope and improve the company's profitability. In line with the company's long-term development strategy.
According to the data, Gai Shi Network is mainly engaged in technology development, technology development of automotive parts technology and related technologies, technical consultation, technical services, technology transfer, exhibition services, and information service services in the second category of value-added telecommunications services (Internet information only) Services), the development and sales of computer software, design, production, agency of various types of advertising, the use of their own media to publish advertising, the main body of operations is the Gas World.
At that time, the financial report showed that the total assets of Geshi Network in 2014 were 170.361 million yuan, the net assets were 4,846,500 yuan, the revenue was 261.11 million yuan, the profit was 2,590,100 yuan, and the net profit was 2,725,800 yuan.
In January-May 2015, the total assets of Geshi Network were 14.4945 million yuan, the net assets were 2,576,000 yuan, the revenue was 9,705,800 yuan, the profit was -2,268,400 yuan, and the net profit was -2,250,500 yuan.
Pioneer New Materials also signed a gambling agreement with Gasgoo.
According to the "Equity Transfer Agreement" signed on August 24, 2015: Shanghai Geshi Network Technology Co., Ltd. promised that the company's audited net profit in 2015 and 2016 will be 6.5 million yuan and 9 million yuan respectively; The above results, the difference is partially covered by the cash of the shareholders Chen Wenkai, the above performance commitment compensation is completed within 30 days from the date of approval of the annual audit report.
However, Gasgo has not completed its performance targets for two consecutive years. In 2015, the audited net profit was -466.605 million yuan. According to the agreement, Chen Wenkai should pay a total of 11.20 million yuan in performance compensation for Pioneer New Materials. In May 2016, Pioneer New Materials received a contribution of 11.20 million yuan from Chen Wenkai's performance commitments, which was included in the current non-recurring gains and losses.
Chen Wenkai, the actual controller of Gai Shi Network, said that the reason for not fulfilling the performance requirements at that time was that the accounting standards of the company and the listed company were different. Gai Shi Network implemented membership sales, and membership fees were the main source. The company generally puts the company at the end of the year. Revenue is included in the total income, but according to the accounting standards of listed companies, this part of the income is amortized, so the company's income is reduced, and the cost is also increased. Therefore, the company's profit for the year was negative, but its individual still paid. The difference part.
In 2016, Geshi Networks turned around and made a profit of more than 6 million yuan. Although it did not meet the target, Pioneer New Materials said that in 2016, Chen Wenkai did not make up the difference in accordance with the requirements of the gambling agreement.
Out of control subsidiary
Pioneer New Materials' first quarterly report in 2017 showed that the Geshi network, which had just turned losses into profit, suffered losses. The company said that its subsidiary Shanghai Geshi Network Technology Co., Ltd. increased its market input, but the results have not been synchronized, so the company appeared in the first quarter. A certain loss. Pioneer New Materials said that Gai Shi network lost more than 5 million yuan.
For this reason, Pioneer New Materials is preparing for the first internal audit since the acquisition of Geshi.com, but it was unexpectedly confronted by the Geshi network.
Pioneer New Materials also responded accordingly. On June 5, Gasgoo.com issued a notice to all employees issued by the executive director Zong Xudong on the exemption of Ms. Zhou Xiaotong’s general manager and internal audit, exempting Zhou Xiaotong Managerial position, Pioneer New Materials Internal Audit Department will be stationed in the company to audit the financial situation, please cooperate with all departments.
On the same day, Chen Wenkai, the actual controller of the Geshi Network, was appointed as the general manager and was responsible for the company's management.
However, this appointment could not be implemented in this out-of-control company. A management team of Pioneer New Materials said that on June 8, Zhou Xiaoyu took people into the office of Gasgoo.com, obstructing the audit, robbing the company's official seal and financial documents. It also collided with the financial auditors of Pioneer New Materials on the spot, and finally the alarm was resolved.
Pioneer new materials also said that on June 9th, Zhou Xiaotong issued a notice with the official seal of the robbing, requiring employees to work at home, and at the same time closing the company's door to obstruct the normal entry and exit of employees.
Zhou Xiaotong refused to communicate with the company, and the two sides fell into a stalemate.
A lawyer said that in the current state, the company only has to clear the road, but if the company does not cooperate, there is no way.
Listed company management is absent
The situation that caused today is inseparable from the lack of management of listed companies.
The above-mentioned pioneers and new materials said that because of the gambling agreement, the company gave the Geshi network great trust and freedom. On the one hand, no financial personnel were sent to supervise, and no personnel were sent to participate in the management. The listed company was only appointed. Chen Wenkai, the former actual controller, served as an executive director to supervise finances and personnel; on the other hand, the company did not conduct any audits of the Geshi network during the two-year period.
One of the details is that listed companies have no idea what to do with the changes in the equity of Gasgoo.
According to the "Equity Investment Agreement" signed by the reporter of Pioneer New Materials, on August 24, 2015, according to this agreement, Pioneer New Materials will be transferred to Shanghai Chaoyu, Chen Wenkai and Shenzhen Yinghong Ruifang Investment Partnership ( Limited partnership), Huamao shares held 20%, 20%, 10% and 10% shares of Shanghai Geshi. The "Equity Investment Agreement" stated that at the same time as the equity transfer, Party B will also transfer 30% of the equity to Shanghai Gesta senior management to ensure the stability of the Gass Auto Network management team, and the transfer price will be negotiated by both parties.
After the final management equity transfer was completed, Shanghai Gaishi's shareholding structure was 60% for Pioneer New Materials, 30% for Shanghai Geshi Management Team and 10% for Shanghai Chaoshi.
However, this share distribution ratio is not consistent with the announcement of Pioneer New Materials. In the announcement of Pioneer New Materials on September 14th, it was said to ensure the stability of the management team of Gasgoo.com, and Shanghai Chaoyu promised to transfer 20% of its equity to Shanghai Geshi senior management. After the acquisition of the equity and the completion of the Shanghai Geshi management equity transaction, Shanghai Geshi's final shareholding structure will be 60% for Pioneer New Materials, 20% for Shanghai Geshi Management Team and 20% for Shanghai Chaoshi.
However, this proportion of shares is different from the information recorded in the latest industrial and commercial files.
The National Enterprise Credit Information Publicity System shows that the registered capital of Gai Shi Network is 5 million yuan. According to the 2016 Annual Report of Gai Shi Network, the company’s shareholders, Pioneer New Materials, have subscribed for 3 million yuan, and Shanghai Chaoyu has subscribed for 1.5 million yuan. Shanghai Yuehuo subscribes for a capital contribution of 500,000 yuan, and the capital contribution time is November 10, 2015.
Obviously, according to the information contained in this Shanghai Geshi 2016 Annual Report, the shareholder structure of Gai Shi Network is 60% owned by Pioneer New Materials, 30% by Shanghai Chaoyu and 10% by Shanghai Yuehu.
However, the above-mentioned industrial and commercial registration information is inconsistent with the previous actual controller Chen Wenkai's statement, saying that he transferred 30% of his 40% stake in Shanghai to Shanghai Yuehuo, and this part of the shares is the above management. The shares, but this part was actually transferred to Zhou Xiaolan, and the transfer was agreed at the end as a management share, but this was only a verbal agreement.
However, the above-mentioned uncomplicated equity transfer situation, the listed company said that it did not know at all, just knowing the identity of its major shareholder.
Zhou Xiaoyu said that it will develop a meeting
The reporter then contacted Zhou Xiaotong, the former general manager of Geshi.com, but he did not receive a call from reporters.
The reporter then contacted Zhou Xiaotong via SMS, which said in a text message that a press conference will be held for information disclosure recently. From the information disclosed by Zhou Xiaotong, the story is not as simple as it seems.
澎湃News will also continue to pay attention to the relationship between listed companies and their holding subsidiaries.
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