Zhangzidao sold assets after selling the sea, nearly 90 million investment projects were processed 8 years ago
Transfer of subsidiary equity, land sales, and sea cucumber sales … Since last year, listed company Zhangzidao has planned to sell its assets several times. Now, it plans to transfer another investment project that invested nearly 90 million 8 years ago, and its The cause of the large proportion of scallop deaths last year, and the final punishment results of the SEC’s 2018 investigation, have not yet been determined.
Proposed transfer company invests nearly 90 million for investment projects
On February 24, the listed company Zhangzidao Group Co., Ltd. (security abbreviation: Zhangzidao 002069) disclosed that the company and Pulian International Logistics (Shanghai) Co., Ltd. (hereinafter referred to as “Pulian Company”) transferred Dalian Zhangzidao. Central Refrigerated Logistics Co., Ltd. (hereinafter referred to as “Central Refrigerated Logistics”) signed a framework agreement on 75% equity.
It is worth noting that Central Refrigerated Logistics was a fund-raising project of Zhangzi Island 8 years ago. In 2011, Zhangzidao completed its only non-public offering since listing in 2006, with a net proceeds of 776 million yuan. In that year, Zhangzidao changed the originally planned investment of RMB 280 million from the “Zizidao Shellfish Processing Center Project” to two projects, one of which was “the joint venture with a joint venture party to establish Dalian Zhangzidao Central Refrigeration Logistics Co., Ltd.”, and the project used raised funds 88.75 million yuan. Subsequently, the Central Refrigerated Logistics was invested and established in 2012 and completed and put into use in 2014.
The announcement shows that Zhangzidao currently holds 88.75% equity of Central Refrigerated Logistics, and Central Fish Co., Ltd. and HOHSUI each hold 5.625%. From 2018 to January-September 2019, the Central Refrigerated Logistics achieved operating income of RMB 95.389 million and RMB 36.311 million respectively, and realized net profit of RMB -4.288 million and RMB -4.4461 million. As of the end of the third quarter of 2019, the total assets, total liabilities and net assets of Central Refrigerated Logistics were 315 million yuan, 180 million yuan and 136 million yuan, respectively.
The transferee Purang was established on January 22, 2019, with a registered capital of 200 million yuan. It is a Taiwan-Hong Kong-Macao legal person wholly-owned limited liability company. It is 100% controlled by Purang International Co., Ltd. and the actual controller is GFS Holding Limited. (Hong Kong). As of December 31, 2019, General Cold’s total assets and net assets were 34 million yuan and 27.34 million yuan, respectively, and its operating income and net profit in 2019 were 11 million yuan and -13.66 million yuan, respectively.
The announcement shows that Purang does not have any affiliated relationship with Zhangzidao and the major shareholders and actual controllers of Zhangzidao. The subsequent transaction price of the transfer is based on the results of the equity evaluation report issued by an engaged evaluation institution with securities practice qualifications, and the final transaction price is determined through negotiation between the two parties.
As of the end of the third quarter of 2019, Changhai County Zhangzidao Investment Development Center (hereinafter referred to as “Changhai County Investment”) holds 30.76% of Zhangzidao, and is the largest shareholder of Zhangzidao. Changhai County Investment is invested by Zhangzidao Town of Changhai County. The People’s Government holds 100%.
Zhangzidao stated in the announcement that the transaction is an important measure for the company to continue to advance the “thinning plan” and reduce the asset-liability ratio. The funds obtained by the exchange will be used to supplement the company’s liquidity and repay some bank loans, which will improve the company’s financial status and current operation.
Scallop stocks frequently appear as “black swan”
On November 11, last year, Zhangzi Island stated that a large proportion of the company ’s bottom-seeded scallops had recently died, and the proportion of dead shells in some sea areas accounted for more than 80%. Subsequently, it was estimated that the write-off of inventory costs and provision for inventory depreciation totaled 290 million yuan. In the past five years, large-scale anomalies of scallop inventory in Zhangzidao have occurred frequently. Similar incidents occurred in 2014 and 2017, respectively. In the past two years, Zhangzidao also recorded large losses of 1.189 billion yuan and 723 million yuan.
As of the end of the third quarter of 2019, Zhangzidao’s total assets and total liabilities were 3.407 billion yuan and 2.986 billion yuan, respectively. Based on this calculation, its asset-liability ratio was about 87.64%, which was at the end of 2018 and June 30, 2019. 87.58% and 88.09%, respectively. On January 22 this year, Zhangzidao disclosed that it expects the company to lose between 350 million and 450 million yuan in 2019.
In order to improve the company’s financial situation, Zhangzidao planned to sell 100% equity of Dalian Xinzhong Seafood Co., Ltd. and 90% equity of Xinzhong Japan Co., Ltd. directly or indirectly for a total of 234.5 million yuan in July last year. The “Administrative Penalty and Market Ban Advance Notice” issued by the Securities Regulatory Commission has affected the transaction’s termination on September 27 last year.
The Securities Regulatory Commission issued the “Advance Notice of Administrative Penalties and Market Prohibition” on July 10 last year. The document showed that Zhangzi Island and related personnel were suspected of financial fraud, false records, and suspected failure to disclose information in a timely manner. To impose administrative penalties and take market ban measures. Among them, the CSRC intends to take a life-long market ban on Wu Zigang, chairman of Zhangzidao.
The sale of assets on Zhangzi Island has not stopped.
On August 8, last year, Zhangzidao planned to sell a piece of land ownership owned by the subsidiary. Its disclosure announcement stated that in order to improve the efficiency of asset use, optimize the asset structure, and reduce management costs, the company will affiliate Dalian Zizidao FRP, a wholly-owned subsidiary of the company. Shipbuilding Co., Ltd. located in Qianyan Village, Dalianwan Street, Ganjingzi District, Dalian City, and sold a piece of land ownership to Dalian Linhai Equipment Manufacturing Investment Co., Ltd. at a transaction price of 60.75 million yuan.
On January 3 this year, Zhangzi Island disclosed that it intends to transfer the lease rights and subsea inventory (sea cucumber) for the four sea areas in Guanglu Island, Changhai County, for a total price of 105 million yuan. The estimated value of the lease right and submarine inventory (sea cucumber) used in the above-mentioned sea areas is 103.8 million yuan, an increase of 490.85% over the book value. It is estimated that the net profit will increase by approximately 71 million yuan after the transaction is completed.
In addition to selling assets, Zhangzi Island is also reducing the use of sea areas. Zhangzi Island said after a large proportion of scallops died last year, the company plans to complete the abandonment of relatively complex sea conditions or suspend some of the applicable sea areas by about 1.5 million acres from 2019 to the end of June 2020. It is estimated that annual cost savings of about 70 million yuan.
Beijing News reporter Xiao Wei Li Yunqi editor Sun Yong proofreading Yang Xuli
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