Aoyang Shunchang additional project "new bottled old wine" letter or misleading investors

More than two years ago, civil engineering projects have been completed, some equipment has been put into production, and even the government's investment incentives have been accounted for, but now it has been used again by Aoyang Shunchang for non-public offering. In the case that both the parent company and the project company are not bad, if Aoyang Shunchang wants to successfully issue additional shares, it needs a reasonable explanation for the necessity of financing.

New bottle of old wine

On June 4, Aoyang Shunchang announced a non-public offering plan to issue no more than 100 million shares at a price of not less than 5.12 yuan per share, raising no more than 512 million yuan of funds, of which 400 million yuan was used for "LEDs". Epitaxial wafer and chip industrialization project (Phase I), 100 million yuan to supplement liquidity.

But what is puzzling is that Aoyang Shunchang passed the resolution of the shareholders' meeting as early as March 2011, and plans to invest 1 billion yuan in Huai'an to build the "LED epitaxial wafer and chip industrialization" project. The reporter called Aoyang Shunchang Dong secret Lin Wenhua to confirm that the LED project launched two years ago by the company is the same project as the non-public offering, but only slightly changed on the basis of the original project. Partially achieved sales.

It is reported that the LED project of Aoyang Shunchang was launched in March 2011. The amount invested in the construction in June 2012 has exceeded 100 million yuan. The 30 MOCVD equipments that are scheduled to be ordered have already arrived at 5 units, 2 of which have been put into production, and the other 3 are expected to be put into operation in July this year. The project also received local government investment incentives and equipment subsidies of 34.49 million yuan.

Although the initial investment in part of the fundraising project is relatively common, it is mostly limited to preliminary preparations. Aoyang Shunchang's upcoming projects are used for additional financing, which is rare in the capital market. Some investors have questioned that the products that have been published more than two years ago have already come out, and now they are used to make non-public offerings of "circling money", which is a bit excessive.

The reporter interviewed Professor Meng Qinguo of Wuhan University Law School on this issue. Professor Meng Qinguo explained that there are fewer rigid rules in China's securities law, leaving more room for explanations for relevant units. The key to the feasibility of financing old projects depends on their interpretation of rationality. If the project mainly obtains funds through bank loans, in order to alleviate the pressure on funds, it is reasonable for listed companies to issue additional funds to repay the loans; but if the project construction comes from the company's own funds, the additional issuance is reasonable.

Is the additional project “not bad money”?

Then the LED project of Aoyang Shunchang is not bad?

The reporter compiled the announcement and found that the LED project was implemented by its wholly-owned Sun Company Huai'an Aoyang Shunchang Photoelectric Technology Co., Ltd. (hereinafter referred to as Huai'an Aoyang) in Huai'an City, Jiangsu Province. According to the data, the registered capital of Huai'an Aoyang is 200 million yuan, all of which are shareholders' own funds.

In 2012, Aoyang Shunchang received an investment incentive and equipment subsidy of 35.49 million yuan from the local government. The local government's commitment to Aoyang Shunchang is to give the company the MOCVD equipment purchased in 2012 and its subsidy of 10 million yuan each. Lin Wenhua confirmed to reporters that according to the tacit agreement between the company and Huai'an local government, each equipment will have a subsidy of 10 million yuan. 30 MOCVD equipment will theoretically have 300 million yuan of government subsidies in accordance with the progress of the project.

The LED project of Aoyang Shunchang originally planned to invest 1 billion yuan, and the non-public issuance plan was adjusted to 808 million yuan. 200 million yuan of registered capital plus government subsidies of 300 million yuan, 500 million yuan of funds used to support 808 million yuan of projects. Faced with such sufficient capital, Aoyang Shunchang will continue to ask the market for 400 million yuan.

According to the non-public issuance plan, Aoyang Shunchang plans to continue investing Huai'an Aoyang in the form of capital increase of 400 million yuan. By then, Huai'an Aoyang will support 808 million yuan of investment with a capital of 600 million yuan and a subsidy of 300 million yuan. For the time being, the LED project of Aoyang Shunchang is really "not bad money."

According to Lin Wenhua, the company's director-general, at present, the project has invested a total of more than 100 million yuan. As for how to raise more funds, Lin Wenhua said that the future expansion of the project may be short of money.

Missing key information

Aoyang Shunchang not only did not explain to investors the rationality of LED project financing, but also omitted the basic situation of LED projects in the non-public offering plan. In the basic situation description of the LED project, the plan only gave a rough introduction to the main body of the project, the amount of investment and the prospects after the completion of the project. It is not clear to investors that the project was launched in 2011 and has been partially put into operation.

Professor Meng Qinguo believes that the non-public offering plan should disclose the information of the fundraising project in detail. If it is concealed, it may be deliberately misleading investors.

Lin Wenhua admits that the plan has no detailed description of the fundraising project, but he denied that the company intentionally concealed it. He explained that the company's LED project was disclosed in other announcements. The reporter reviewed the announcement of Aoyang Shunchang and found that on the 6th day after the announcement of the non-public offering plan, Aoyang Shunchang disclosed the progress announcement of the LED project on June 6. However, the announcement did not mention the association between the LED project and the non-public offering. On June 14, the reporter asked whether the two projects were the same project on the Interactive Investor Relations platform of the Shenzhen Stock Exchange. On the 19th, they received a positive response.

Professor Meng Qinguo added that the disclosure of information by listed companies should be fully disclosed in the same announcement. If the disclosure is supplemented, it must be noted that it is a supplement to the previous announcement. Otherwise, it will cause misleading to investors and does not meet the requirements for information disclosure.

Lin Wenhua responded in an interview with reporters whether it is necessary to further explain the plan and may need to communicate with the regulatory authorities.

(This article is reproduced on the Internet. The texts and opinions expressed in this article have not been confirmed by this site, nor do they represent the position of Gaogong LED. Readers need to verify the relevant content by themselves.)

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