On August 12, Kunshan Huguang Automotive Electric Co., Ltd. announced the results of its initial public offering and the company is about to land in the capital market. "Dian Eel Finance" research found that during the equity transfer process of Huguang Shares, the company's actu

"Dian Eel Finance" Zhao Chao/text

html On August 12, Kunshan Huguang Automotive Electric Co., Ltd. ("Huguang Co., Ltd.") announced the results of its initial public offering. The company is about to land in the capital market. Complete sets of wiring harnesses, engine wiring harnesses, and other wiring harnesses are the company's main products.

From 2016 to the first half of 2019, the company's operating income was 1.274 billion yuan, 1.399 billion yuan, 1.51 billion yuan, and 717 million yuan respectively, and the net profits were 101 million yuan, 73 million yuan, 101 million yuan, and 31 million yuan respectively.

"Dian Eel Finance" research found that during the equity transfer process of Huguang Shares, the company's actual controller and chairman Cheng Sanrong received state-owned assets for its predecessor Huguang Co., Ltd. The price was lower than the state-owned investment amount of 220,000 yuan, and Cheng Sanrong is suspected of occupying this state-owned asset for 15 years. Although Cheng Sanrong compensated the transferee of state-owned shares in 2018, the net asset data of Huguang Co., Ltd. on December 31, 2007, which was the basis for the compensation, was not released.

At the same time, Cheng Sanrong invested 47 million yuan to increase the capital of Huguang Co., Ltd. from 2007 to 2008. After the capital increase, Cheng Sanrong borrowed money from Huguang Co., Ltd. to repay his personal debts. Cheng Sanrong's move led to the China Securities Regulatory Commission's Issuance Review Committee questioning whether there was any evasion of funds.

In addition, Borgward Automobile, a major customer of Huguang Co., Ltd., was sold by Foton Motors due to huge losses. Its new owner, China Department Store, was also deeply mired in financial fraud by Luckin Coffee and could not protect itself. In the first half of 2019, Huguang Co., Ltd. sold a total of 74.955 million yuan to the wandering Borgward Automobile, and the receivables were 69.5958 million yuan. Can the above amounts be recovered?

The actual controller is suspected of occupying state-owned assets for 13 years

"Electric Eel" Finance and Economics noted that during the equity transfer process of Huguang Shares, the company’s actual controller and chairman Cheng Sanrong transferred the state-owned assets held by its predecessor Huguang Co., Ltd. The price was lower than the amount of state-owned assets invested by 220,000 yuan, and Cheng Sanrong occupied it. This state-owned asset lasts for 15 years.

The actual controllers of Huguang Co., Ltd. are Cheng Sanrong and Jin Chengcheng. They have a father-son relationship and held a total of 90.7454% of the company's shares before the issuance. Among them, before the issuance, Cheng Sanrong held 72.5963% of Huguang shares and was the company's chairman and general manager.

Huguang Co., Ltd., the predecessor of Huguang Co., Ltd., was established in March 1997. At that time, Kunshan Nangang Huguang Electrical Appliance Factory and Kunshan Baimi Industry and Trade Industrial Corporation invested 450,000 yuan and 50,000 yuan respectively. The following year, Huguang Co., Ltd. underwent equity transfer and capital increase. Huguang Electrical Appliance Factory transferred 90% of its equity in Huguang Co., Ltd. to Cheng Sanrong; Kunshan Nangang Town Agricultural Industry and Commerce Corporation and Cheng Sanrong contributed 1.53 million each. Yuan and 1.47 million yuan were added to Huguang Co., Ltd., with the capital contribution proportions being 51.00% and 49.00% respectively. Kunshan Baimi Industry and Trade Corporation transferred its 10% stake in Huguang Co., Ltd., totaling 50,000 yuan, to Kunshan Nangang Town Agricultural Industry and Commerce Corporation. The National Agricultural, Industrial and Commercial Corporation is a collective economic organization that exercises property ownership of town-run collective enterprises on behalf of farmers in the town.

In 2003, the National Agricultural Industry and Commerce Corporation transferred its 51% stake in Huguang Co., Ltd. (a total investment of 1.53 million yuan) to Kunshan Zhangpu Asset Management Co., Ltd., which was under the overall planning of the Zhangpu Town People's Government.

On March 9, 2003, the Party and Government Office of Zhangpu Town, Kunshan City held a "three-team meeting" to discuss matters related to the transfer of its 51% stake in Huguang Co., Ltd. to Chengsanrong through Zhangpu Asset Management Company and the withdrawal of state-owned assets. . On March 25, 2003, Zhangpu Asset Management Company and Cheng Sanrong signed an "Agreement", stipulating that Zhangpu Asset Management Company would invest 2.16 million yuan in Huguang Co., Ltd. (including the 1.53 million yuan invested in the capital increase in April 1998). Yuan investment and subsequent investment of 630,000 yuan) were all transferred to Cheng Sanrong, and the transfer price was 1.9467 million yuan.

Zhangpu Asset Management Company did not provide Huguang Co., Ltd. or Cheng Sanrong with approval documents from the people's government at or above the prefecture level or its relevant state-owned asset management departments. In order to protect the interests of employees and social stability of Huguang Co., Ltd., Huguang Co., Ltd. will continue to accommodate a certain number of disabled people during a certain transition period and retain its qualifications as a welfare enterprise. Therefore, the industrial and commercial change registration was not completed in time for this equity transfer until October 2007. The industrial and commercial registration procedures were completed on the 30th.

In view that the evaluation report had expired when Zhangpu Asset Management Company signed the equity transfer agreement with Cheng Sanrong, and Huguang Co., Ltd. did not promptly handle the industrial and commercial change registration for the equity transfer, after consultation with Zhangpu Asset Management Company and its competent authorities On April 16, 2018, the transferee Cheng Sanrong and the transferor Zhangpu Asset Management Co., Ltd. signed the "Standardized Plan on Changes in China's Owned Equity in the Historical Evolution of Huguang Automotive Electric Co., Ltd." and agreed that Cheng Sanrong would transfer the original equity Compensation will be based on the price. The compensation plan will take into account factors such as the company's actual operating results and capital costs from the base date of assessment (June 30, 2001) to the completion date of industrial and commercial change registration (October 30, 2007). According to Huguang Limited's net assets as of December 31, 2007 are calculated based on the shareholders' equity enjoyed by Zhangpu Asset Management Company in Huguang Co., Ltd., after deducting the paid equity transfer payment, the remaining amount is used as the basis for compensation, and the unpaid period interest payable is added. The final compensation amount was 15.2669 million yuan. In April 2018, Cheng Sanrong paid the above compensation amount to Zhangpu Asset Management Company.

The net assets of Huguang Co., Ltd. as of December 31, 2007 were not mentioned in the prospectus of Huguang Co., Ltd.

On March 25, 2003, Zhangpu Asset Management Company transferred the 2.16 million yuan it invested in Huguang Co., Ltd. (including the 1.53 million yuan investment in the capital increase in April 1998 and the subsequent investment of 630,000 yuan) to Cheng Sanrong's The price is only 1.9467 million yuan, a difference of 213,300 yuan between the two. Until 2018, Cheng Sanrong occupied 213,300 yuan in collective assets for 15 years.

borrowed money from the company after increasing capital. The actual controller was asked whether he had withdrawn the capital

. After the above-mentioned equity transfer, Cheng Sanrong became the sole shareholder of Huguang Co., Ltd., holding an investment of 3 million yuan. In November 2007, the registered capital of Huguang Co., Ltd. increased from 3 million yuan to 30 million yuan, of which the additional 27 million yuan was contributed in the form of currency by shareholder Cheng Sanrong. In April 2008, the registered capital of Huguang Co., Ltd. increased from 30 million yuan to 50 million yuan, of which the additional 20 million yuan was contributed in the form of currency by Cheng Sanrong.

"Dian Eel Finance" noted that according to the bank certificates for the two above-mentioned capital increases and loans, the instructions issued by Cheng Sanrong, the loan agreement signed between Cheng Sanrong and Huguang Co., Ltd., the decision of the shareholders of Huguang Co., Ltd., and Cheng Sanrong's repayment to Shanghai According to the bank certificates and other documents of Huguang Co., Ltd.’s borrowings, after the registered capital of the capital increase in November 2007 and the capital increase in April 2008 was paid in full, Huguang Co., Ltd. provided loans to shareholder Cheng Sanrong to repay his personal debts.

Although Huguang Co., Ltd. stated in the "Prospectus" that Cheng Sanrong's borrowing and capital contribution in 2007 and 2008 was not a case of false capital contribution, false capital contribution or withdrawal of capital. Cheng Sanrong's capital contribution in 2007 and 2008 was legal and valid. .

However, in May 2020, the Issuance Review Committee still required Huguang Co., Ltd. to explain whether the loan provided to Cheng Sanrong after the company increased its capital was an act of evading funds by shareholders.

The half-price transfer small loan company

was established in Kunshan Hucheng Rural Small Loan Co., Ltd. (referred to as "Hucheng Small Loan") in 2010. Huguang Co., Ltd. and Kunshan Huitong Packaging and Decoration Co., Ltd. each held 70 million yuan. , 20 million yuan of investment, and the investment proportions are 35% and 10% respectively.

On July 31, 2015, Huguang Co., Ltd. and Kunshan Huitong Packaging and Decoration Co., Ltd. signed an "Equity Transfer Agreement". The two parties agreed that Huguang Co., Ltd. would transfer the equity held by Kunshan Huitong Packaging and Decoration Co., Ltd. for 20 million yuan. 10% equity of Hucheng Small Loans. Based on this calculation, Huguang Co., Ltd. will transfer the equity of Hucheng Small Loan held by Kunshan Huitong Packaging and Decoration Co., Ltd., and the investment amount per share will be 1 yuan.

Sky Eye Check shows that Kunshan Huitong Packaging and Decoration Co., Ltd. has a registered capital of 56.88 million yuan. It was established in 1995 and has been revoked.

On December 18, 2017, Hucheng Small Loan held a shareholders’ meeting and resolved to agree that Huguang Co., Ltd. would transfer 23%, 12%, 5%, and 5% of its equity interests in Hucheng Small Loan to Kunshan Tongri Industrial Automation Co., Ltd. The company, Suzhou Jinrong Investment Co., Ltd., and original shareholders Jin Weici and Xu Xuehua. The transfer price was determined after negotiation to be 0.5 yuan per yuan of registered capital, which was lower than its net assets per share of 0.63 yuan per share on September 30, 2017.

Judging from the above-mentioned transfer price, the capital contribution per share of Huguang Co., Ltd.'s sale of Hucheng Small Loan in 2017 can be said to be a half-price transfer compared to the price at which the company was transferred in 2015.

Huguang Co., Ltd. transferred the shares of Huguang Small Loan Co., Ltd. at a low price. Is there any profit transfer?

Large customers suffered huge losses and were sold back and forth. Can huge accounts receivable be recovered?

Huguang Co., Ltd. From 2016 to January to June 2019, The total sales revenue from the top five customers was 1.17 billion yuan, 1.189 billion yuan, 1.255 billion yuan and 551 million yuan respectively, accounting for 95.08%, 88.86%, 87.65% and 81.31% of the current main business revenue respectively.

From 2017 to 2018, the sales amount of Huguang Co., Ltd. to Beiqi Foton was 86.186 million yuan and 71.0954 million yuan respectively. During the same period, Beijing Baowo Automobile Co., Ltd. (referred to as "Borgward Automobile") was a subsidiary controlled by Beiqi Foton, and its sales revenue was included in Beiqi Foton's consolidated calculations. In the first half of 2019, the company sold products to Borgward Auto for a total amount of 74.955 million yuan.

The market is paying close attention to whether there is a risk of recovery in the amount receivable by Huguang Co., Ltd. from Borgward Automobile.

On June 30, 2019, among the accounts receivable of Huguang Co., Ltd., the amount of Borgward Automobile’s accounts receivable was 69.5958 million yuan, accounting for 15.33%, ranking second.

"Dian Eel Finance" noticed that Borgward Motors was an abandoned child sold by Foton Motors and was frequently sold in the market. In 2018, Foton Motor planned to sell 67% of Baowo Automobile, with a listing price of 3.8686 billion yuan. The sold-off Foton Motor suffered significant losses.

In 2017, Baowo Auto had total assets of 5.039 billion yuan, total liabilities of 3.904 billion yuan, operating income of 5.096 billion yuan, operating profit loss of 255 million yuan, and net profit loss of 275 million yuan.

On August 31, 2018, Borgward Auto’s assets totaled 11.816 billion yuan, liabilities totaled 6.667 billion yuan, and its net profit loss soared to 1.649 billion yuan.

Changsheng Xingye (Xiamen) Enterprise Management Consulting Co., Ltd. (hereinafter referred to as "Changsheng Xingye") acquired the above-mentioned shares of Baowo Auto. Changsheng Xingye's holding of Borgward Automobile is just a transition.

According to reports, on December 28, 2018, Borgward Automobile and China UCAR jointly announced that the two parties had concluded a comprehensive strategic partnership to jointly develop a new automobile retail model. China officially acquired a 67% stake in Borgward Auto with a purchase price of 3.8686 billion yuan. After completing the acquisition, UCAR will become the largest shareholder of Borgward.

Sky Eye Check shows that the current largest shareholder of Borgward Auto is UCAR (Xiamen) Information Technology Co., Ltd., holding 75.21% of its shares, while the actual controller of UCAR is Rui Rui, who has recently been in trouble for financial fraud. The actual controller of Lucky Coffee is Lu Zhengyao .

Some media reported that in August this year, part of the equity of China UCAR, which was in financial crisis, would be sold to BAIC Group .

From 2016 to 2018, were all the products sold by Huguang Co., Ltd. to Foton Motor sold to Borgward Motors? In the first half of 2019, why did Foton Motor not purchase products from the company? Currently, Borgward Motors is operating at a huge loss. In the first half of 2019, Huguang Co., Ltd. also sold it a sales amount of 74.955 million yuan, and the corresponding accounts receivable amount was 69.5958 million yuan. Can this amount be recovered smoothly?

In response to the above questions, "Electric Eel Finance" 》Sent an email to Huguang Co., Ltd. for verification. As of press time, no reply has been received.