Tianlong Optoelectronics (300029) seems to have found an "excuse" for its stock price plunging. On the one hand, the company's major shareholders planned more than three months of "equity transfer" to sue; on the other hand, the huge orders that were "sneaked" signed by last year have also become "bad debts" at any time due to the suspension of production by customers.
However, as far as the stock price is concerned, from the opening of 8.2 yuan/share on January 2, 2014 to the closing price of 9.92 yuan/share on February 28, before the suspension of the “equity transferâ€, Tianlong Optoelectronics accumulated 37 trading days. The increase has been nearly 21%. But then, on the day of the resumption of Tianlong Optoelectronics (June 4th), its share price almost fell to a limit (down 9.98%), closing at 8.93 yuan / share.
Compared with those institutions that have been lurking in the past year and have been on the trading list, the roller coaster-like market has made the market "happy" and is likely to cause some investors to suffer heavy losses.
Nowadays, Tianlong Optoelectronics' "equity transfer" and huge orders are very interesting. First of all, "equity transfer" only involves "actual controller change", irrelevant "asset injection", only one step away from "backdoor listing"; The huge orders are signed twice with the same party, and it does not violate the provisions of the CSRC that “the contract amount accounts for more than 50% of the company’s main business income in the most recent fiscal year, and the absolute amount exceeds 100 million yuan, and should be disclosed in a timely mannerâ€.
"Previously, the China Securities Regulatory Commission had ordered the GEM companies not to be listed on the backdoor, but only the 'actual controller change' does not belong to the 'backdoor'; and the split of the 'huge orders' also makes the company more comfortable in controlling the pace of disclosure." The brokerage analyst who did not want to be named speculated to reporters that "this is probably a masterpiece of the master of the 'empty hole'."
Equity transfer "empty joy"
In March 2014, Tianlong Optoelectronics announced that the company had received changes from the controlling shareholder Changzhou Noah Technology Co., Ltd. and Chairman of Tianlong Optoelectronics, Feng Jinsheng, that the controlling shareholder and actual controller of the company may change.
Just before, Tianlong Optoelectronics' stock price has experienced a big increase from the opening on January 2, 2014 to the close of 21% on February 28.
Tianlong Optoelectronics lost RMB 510 million in 2012 and RMB 23.33 million in the first half of 2013. Previously, it described the PV industry as “a difficult recovery in a short period of time†in the semi-annual report of 2013... Tianlong Optoelectronics turned a tough deficit in 2013, and there is a risk of being "ST".
However, the 2013 performance report released by Tianlong Optoelectronics on February 28, 2014 was shocking. On the basis of successive losses, the company achieved a net profit of 6.09 million yuan attributable to shareholders of listed companies last year, which is larger than 2012. Increased by 101.19%.
Shortly thereafter, Tianlong Optoelectronics' performance “changed face†all the way down: The company lost RMB 5.01 million in the first quarter of 2014. Tianlong Optoelectronics said, “The photovoltaic industry is affected by overcapacity and the overall demand is shrinking, resulting in poor operating conditions.â€
In addition, on April 22, Tianlong Optoelectronics released the 2013 Performance Express Amendment Announcement, which revised the net profit of RMB 6.0852 million, which was difficult to obtain, to a loss of RMB 130 million on the grounds that “there were major operating and financial difficulties caused by some important customers. The impact of the company's accounts receivable bad debt provision, fixed assets impairment provision, part of product revenue, cost has been greatly adjusted."
In the end, due to the performance change and the loss for two consecutive years, Tianlong Optoelectronics plans to “share the equity†for more than three months. In addition, the company stated that “the counterparty and the controlling shareholder failed to reach an agreement on the transfer priceâ€, which is one of the reasons why the equity transfer was not implemented.
Low-key signing is not disclosed
On November 30 last year, the China Securities Regulatory Commission issued the "Notice on Strictly Implementing the Standards for the Listing of Initial Public Offerings in the Backdoor Listing Review", clarifying that the GEM companies should not be listed on the backdoor. Not long ago, Chen Dongzheng, chairman of the Shenzhen Stock Exchange, also publicly stated that the key to the GEM delisting policy is “no shellingâ€.
"This market mechanism is not only conducive to the survival of the fittest company, but also conducive to curbing speculation in the market." The above-mentioned brokerages told reporters that "only the benefits of 'backdoor' are great for both parties to the transaction. The attraction is so many people in the market will try their best to 'curve back the shell'."
In fact, Tianlong Optoelectronics only involves “actual controller changeâ€, but it has nothing to do with the “equity transfer†of asset injection. It is only one step away from the backdoor listing standard. According to the relevant regulations, only the actual controller changes and injects assets at the same time, it belongs to the backdoor listing, if there is only one situation, it is not listed here.
"At present, the criteria for the listing of backdoors are indeed open to the public." In addition, the brokers mentioned above added to the reporter that "the huge orders signed by Tianlong Optoelectronics last year were not disclosed, and there is also the suspicion of 'drilling the gap'." .
According to the announcement of Tianlong Optoelectronics, the company signed the “Equipment Purchasing and Supply Agreement†with the same transaction party “Nalast Nalati†on April 6 and October 13, 2013. Xinjiang Nalati intends to purchase DRF85A fully automatic from the company. There are 106 straight-through silicon single crystal furnaces and 74 DRF95E fully automatic straight-drawing silicon single crystal furnaces. The two orders amounted to 58.4 million yuan and 75 million yuan respectively.
In theory, this total involves a huge amount of 133.4 million yuan of orders, exceeding the 50% of Tianlong Optoelectronics' operating income of 176 million yuan in 2012, which is in line with the "one-time signing of procurement, sales, engineering contracting related to daily production and operation of listed companies or The amount of contracts for providing labor services accounts for more than 50% of the audited main business income of the company in the most recent fiscal year, and the absolute amount exceeds 100 million yuan, which should be disclosed in a timely manner.
However, it did not disclose it at the end. Tianlong Optoelectronics gave the reason for this: "The company has signed a sales contract with Xinjiang Nalati twice and has not signed it once. The company believes that the disclosure standard has not been met."
"From the existing rules, Tianlong Optoelectronics's approach is beyond reproach, but after experiencing such a situation, the company may not be able to leave a good impression on the market and investors." The brokerage analyst said.
However, as far as the stock price is concerned, from the opening of 8.2 yuan/share on January 2, 2014 to the closing price of 9.92 yuan/share on February 28, before the suspension of the “equity transferâ€, Tianlong Optoelectronics accumulated 37 trading days. The increase has been nearly 21%. But then, on the day of the resumption of Tianlong Optoelectronics (June 4th), its share price almost fell to a limit (down 9.98%), closing at 8.93 yuan / share.
Compared with those institutions that have been lurking in the past year and have been on the trading list, the roller coaster-like market has made the market "happy" and is likely to cause some investors to suffer heavy losses.
Nowadays, Tianlong Optoelectronics' "equity transfer" and huge orders are very interesting. First of all, "equity transfer" only involves "actual controller change", irrelevant "asset injection", only one step away from "backdoor listing"; The huge orders are signed twice with the same party, and it does not violate the provisions of the CSRC that “the contract amount accounts for more than 50% of the company’s main business income in the most recent fiscal year, and the absolute amount exceeds 100 million yuan, and should be disclosed in a timely mannerâ€.
"Previously, the China Securities Regulatory Commission had ordered the GEM companies not to be listed on the backdoor, but only the 'actual controller change' does not belong to the 'backdoor'; and the split of the 'huge orders' also makes the company more comfortable in controlling the pace of disclosure." The brokerage analyst who did not want to be named speculated to reporters that "this is probably a masterpiece of the master of the 'empty hole'."
Equity transfer "empty joy"
In March 2014, Tianlong Optoelectronics announced that the company had received changes from the controlling shareholder Changzhou Noah Technology Co., Ltd. and Chairman of Tianlong Optoelectronics, Feng Jinsheng, that the controlling shareholder and actual controller of the company may change.
Just before, Tianlong Optoelectronics' stock price has experienced a big increase from the opening on January 2, 2014 to the close of 21% on February 28.
Tianlong Optoelectronics lost RMB 510 million in 2012 and RMB 23.33 million in the first half of 2013. Previously, it described the PV industry as “a difficult recovery in a short period of time†in the semi-annual report of 2013... Tianlong Optoelectronics turned a tough deficit in 2013, and there is a risk of being "ST".
However, the 2013 performance report released by Tianlong Optoelectronics on February 28, 2014 was shocking. On the basis of successive losses, the company achieved a net profit of 6.09 million yuan attributable to shareholders of listed companies last year, which is larger than 2012. Increased by 101.19%.
Shortly thereafter, Tianlong Optoelectronics' performance “changed face†all the way down: The company lost RMB 5.01 million in the first quarter of 2014. Tianlong Optoelectronics said, “The photovoltaic industry is affected by overcapacity and the overall demand is shrinking, resulting in poor operating conditions.â€
In addition, on April 22, Tianlong Optoelectronics released the 2013 Performance Express Amendment Announcement, which revised the net profit of RMB 6.0852 million, which was difficult to obtain, to a loss of RMB 130 million on the grounds that “there were major operating and financial difficulties caused by some important customers. The impact of the company's accounts receivable bad debt provision, fixed assets impairment provision, part of product revenue, cost has been greatly adjusted."
In the end, due to the performance change and the loss for two consecutive years, Tianlong Optoelectronics plans to “share the equity†for more than three months. In addition, the company stated that “the counterparty and the controlling shareholder failed to reach an agreement on the transfer priceâ€, which is one of the reasons why the equity transfer was not implemented.
Low-key signing is not disclosed
On November 30 last year, the China Securities Regulatory Commission issued the "Notice on Strictly Implementing the Standards for the Listing of Initial Public Offerings in the Backdoor Listing Review", clarifying that the GEM companies should not be listed on the backdoor. Not long ago, Chen Dongzheng, chairman of the Shenzhen Stock Exchange, also publicly stated that the key to the GEM delisting policy is “no shellingâ€.
"This market mechanism is not only conducive to the survival of the fittest company, but also conducive to curbing speculation in the market." The above-mentioned brokerages told reporters that "only the benefits of 'backdoor' are great for both parties to the transaction. The attraction is so many people in the market will try their best to 'curve back the shell'."
In fact, Tianlong Optoelectronics only involves “actual controller changeâ€, but it has nothing to do with the “equity transfer†of asset injection. It is only one step away from the backdoor listing standard. According to the relevant regulations, only the actual controller changes and injects assets at the same time, it belongs to the backdoor listing, if there is only one situation, it is not listed here.
"At present, the criteria for the listing of backdoors are indeed open to the public." In addition, the brokers mentioned above added to the reporter that "the huge orders signed by Tianlong Optoelectronics last year were not disclosed, and there is also the suspicion of 'drilling the gap'." .
According to the announcement of Tianlong Optoelectronics, the company signed the “Equipment Purchasing and Supply Agreement†with the same transaction party “Nalast Nalati†on April 6 and October 13, 2013. Xinjiang Nalati intends to purchase DRF85A fully automatic from the company. There are 106 straight-through silicon single crystal furnaces and 74 DRF95E fully automatic straight-drawing silicon single crystal furnaces. The two orders amounted to 58.4 million yuan and 75 million yuan respectively.
In theory, this total involves a huge amount of 133.4 million yuan of orders, exceeding the 50% of Tianlong Optoelectronics' operating income of 176 million yuan in 2012, which is in line with the "one-time signing of procurement, sales, engineering contracting related to daily production and operation of listed companies or The amount of contracts for providing labor services accounts for more than 50% of the audited main business income of the company in the most recent fiscal year, and the absolute amount exceeds 100 million yuan, which should be disclosed in a timely manner.
However, it did not disclose it at the end. Tianlong Optoelectronics gave the reason for this: "The company has signed a sales contract with Xinjiang Nalati twice and has not signed it once. The company believes that the disclosure standard has not been met."
"From the existing rules, Tianlong Optoelectronics's approach is beyond reproach, but after experiencing such a situation, the company may not be able to leave a good impression on the market and investors." The brokerage analyst said.
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