Tianlong optoelectronics shell has no suspense to deny hollow listed company

On December 8, Tianlong Optoelectronics (300029) held a shareholder meeting and reviewed and approved the transfer of Jiangsu Zhonghao Semiconductor Equipment Co., Ltd. (hereinafter referred to as “Jiangsu Zhonghao” to the major shareholder Changzhou Noah Technology Co., Ltd. (hereinafter referred to as “Changzhou Noah”). ") The 46.37% stake in the proposal, which not only indicates that Tianlong Optoelectronics will "return to life", directly withdraws from the "first delisting company of the GEM", but also opened Beijing Lingguang Energy Investment Co., Ltd. (hereinafter referred to as "Lingguang Energy" ) Actually control the prelude of Tianlong Optoelectronics.

However, the reporter found that in fact, Emmanuel Energy controlled the GEM listed company with only 110 million yuan, and it also took the latter's subsidiary, Jiangsu Zhongyu, into a pocket. Such "cost-effective" trading has also caused doubts among Tianlong Optoelectronics investors: Is the current major shareholder Changzhou Noah in short selling and selling listed companies?

At the shareholders meeting on December 8, the representatives of Lingguang Energy and Changzhou Noah denied the above statement to the on-site shareholders, and said that the company's core task is to complete the shell in December, and strive to make the company's fundamentals better next year. There is also a financing plan for the shortage of funds.

Denied the short- listed listed company at about 9:00 am on December 8th, the reporter came to Tianlong Optoelectronics at the headquarters of No. 308, Huacheng Road, Jintan City. There were not many workers in the workshop, and some workers were busy loading. Until 9:30, a total of 6 small and medium-sized investors came to attend the shareholders' meeting, and some even came from Beijing, Shanghai, Nanjing, Changzhou and other places, ranging from several thousand shares to more than 300,000 shares.

On the same day, the shareholders' meeting reviewed a total of two proposals, among which the transfer of shares in Jiangsu Zhongyi was highly concerned.

Jiangsu Zhonghao is a joint venture established by Tianlong Optoelectronics in 2011 with Huasheng Optoelectronic Equipment (Hong Kong) Co., Ltd. to develop and produce LED MOCVD equipment. In the three years of establishment and development of Jiangsu Zhonghao, Tianlong Optoelectronics used a total of 88.3.33. Ten thousand yuan of super-raised funds have invested and increased capital, and currently hold 46.37% of the shares of Jiangsu Zhongyu. According to the semi-annual report this year, Tianlong Optoelectronics reduced the long-term equity investment income of Jiangsu Zhonghao by equity method by RMB 9,042.9 million. Based on this calculation, Jiangsu Zhongyu lost nearly RMB 20 million in the first half of this year.

Earlier, the reporter learned that as of the first half of this year, Jiangsu Zhonghao sold a total of six LED MOCVD equipment, and has not confirmed revenue in the semi-annual report. In addition, Shanghai Zhonghao, a wholly-owned subsidiary of Jiangsu Zhonghao, has been restructured into a joint stock company and may intend to list on the New Third Board. Therefore, Jiangsu Zhonghao is considered to be a valuable asset of Tianlong Optoelectronics.

Therefore, the sale of Jiangsu Zhongyu caused dissatisfaction among Tianlong Optoelectronics investors: “Sell a high-quality resource to be listed in advance, and Jiangsu Zhonghao is still the core asset of Tianlong Optoelectronics. Is this suspected of short selling listed companies?”

At the shareholders meeting, the shareholders have not yet asked questions, and Lu Song, the secretary of Tianlong Optoelectronics, took the initiative to explain. According to Lu Song, the transfer of the equity of Jiangsu Zhonghao was not a sudden decision in the near future. As early as the first half of this year, Tianlong Optoelectronics had already begun planning the transfer. According to the original idea of ​​Tianlong Optoelectronics, it is hoped to transfer according to the evaluation value agreement, but the market and the intention transferee have different values ​​for the future of Jiangsu Zhonghao's equity. The negotiation process is difficult, and some interested parties also demand the equity price. A 30% discount, but Tianlong Optoelectronics does not want to transfer the price. Because the time of shell keeping is also relatively urgent, Tianlong Optoelectronics finally transferred to the property rights exchange to be listed and transferred, and publicly sought the transferee. However, it was not possible to seek other potential transferees until the listing deadline.

"In order to strive to achieve the successful passage of this year's shell, the major shareholder is forced to accept this part of the equity. The company and major shareholders have come up with the only reliable shell-keeping scheme and sincere attitude." Lu Song revealed, "the company has deliberately Communicating with major shareholders, the major shareholder said that if the shareholding of this part of Jiangsu Zhongyu realizes significant value-added or active transaction price, the major shareholder is willing to add the current transfer price to the premise of complying with existing laws and regulations. Transfer of financial costs to listed companies."

If the result of Jiangsu Zhongkai really returns to the listed company, the transfer is more like a shell-holding for the major shareholders to temporarily take over, and the transitional arrangement means a strong meaning.

<br> <br> storm is worth noting that the cash flow is, Dragon Optical announcement shows that the share transfer Jiangsu Sheng Dragon Optical is a pre-condition of a change of control. Therefore, shortly after the transfer of the equity, Tianlong Optoelectronics will welcome the new actual controllers Zhou Rongsheng and Gu Yizhen, who will directly invest 110 million yuan in Changzhou Noah through their subsidiary, and control 81.48% of the shares of Changzhou Noah. Indirectly control 20.05% of Tianlong Optoelectronics.

And because Changzhou Noah spent about 194 million yuan to acquire Jiangsu Zhonghao, Lingguang Energy increased its capital by 110 million yuan to control Changzhou Noah. So, the calculation of Lingguang Energy only took 110 million yuan to control the listed company Tianlong Optoelectronics, and will also have "potential The stock company "Jiangsu Zhonghao is merged into the company."

However, if the closing price of Tianlong Optoelectronics is planned to change the actual controller, the closing price of 10 yuan/share will be calculated. Only the market value of Tianlong Optoelectronics held by Changzhou Noah will be as high as 400 million yuan, and the total cost of this and Lingguang Energy is 110 million. The difference between the yuan, many investors questioned the indirect sales of Tianlong Optoelectronics.

"Why is our acquisition price of 110 million yuan? Our price is actually considering and measuring that the shares held by Changzhou Noah are basically in a state of pledge, all of which are guaranteed for others and may bear certain debts. Mr. Liu, the representative of Lingguang Energy, said at the shareholders meeting, "If you buy in the secondary market, you can not obtain a controlling stake for the time being, but it certainly cannot improve the status of the listed company. Now our 110 million yuan is equal to direct entry. Tianlong Optoelectronics, and if we can't help Tianlong Optoelectronics, we don't dare to buy it."

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