Our reporter Zhao Xueyi
Trainee reporter Wang Jingru Feng Yuyao
A-shares once again staged the "subsidiary out of control" plot!
A few days ago, Kehua Bio, the leader in biochemical diagnosis, said that it had lost control of its subsidiary.
Then the company's stock price fell sharply, falling more than 20% in the past ten days.
It is not an isolated case of Kehua Bio's subsidiaries out of control. According to incomplete statistics from reporters in Securities Daily, from December 2021 to now, 5 listed companies have announced that they have lost control of their subsidiaries.
Industry insiders believe that on the one hand, due to the increase in the overall number of listed companies, the number of out-of-control subsidiaries has also increased; on the other hand, due to the surge in mergers and acquisitions in the past few years, after the performance betting period, performance commitments and other "sequelae" appeared. Caused the loss of control of some subsidiaries.
Guo Yaosen, a lawyer from Shanghai AllBright Law Firm, told the "Securities Daily" reporter, "After a subsidiary loses control, listed companies will generally no longer include the subsidiary in the scope of the consolidated statement, and then make provision for asset impairment, which may lead to subsequent disputes with the subsidiary. and litigation and arbitration of relevant responsible subjects. Those with serious problems may be punished accordingly.”
Many listed companies say "subsidiaries are out of control"
It is not uncommon for Kehua Bio’s subsidiary to get out of control in the A-share market.
Judging from historical cases, "refusing to provide financial statements and refusing to audit by accountants" is a major feature of listed companies' subsidiaries out of control.
Changjiang Health has issued an announcement saying that because Ma Junhua, the general manager of the subsidiary Huaxin Pharmaceutical, clearly refused to cooperate with the audit work and refused to perform the audit procedures, the company could not grasp the actual operation of Huaxin Pharmaceutical and other information, and in fact had lost control of Huaxin Pharmaceutical. .
It is worth mentioning that the current accounting rules and laws and regulations do not clearly stipulate how to define "out of control", and "out of control" is a highly practical issue.
Guo Yaosen said, "Generally speaking, if the parent company is unable to implement effective management and control activities over the subsidiary, including refusing to implement the parent company's resolutions, refusing to provide the subsidiary's seal, and failing to cooperate with the conduct of audits, it can be judged as 'out of control'. ."
Some industry insiders also told reporters, "The "Administrative Measures for the Acquisition of Listed Companies" revised in 2020 clearly stipulates the control rights of listed companies. In practice, the determination standard of 'control' can be referred to, and the situation of individual cases can be considered to judge the listed company's control over its subsidiaries. Whether 'control' has been lost."
Mergers and acquisitions "sequelae" appear
Industry analysts believe that the loss of control of listed companies' subsidiaries is actually the "sequelae" left by previous mergers and acquisitions.
Taking Kehua Biotechnology as an example, the loss of control of the company's subsidiary was caused by the substantial increase in the performance of the acquired subsidiary and the parent company's refusal to pay the high remaining investment price.
It is understood that the acquisition of Tianlong Company's equity by Kehua Biotechnology is divided into two stages. In the first stage, after obtaining 62% of Tianlong Company's equity at a consideration of 554 million yuan, in the second stage, the two parties agreed to deal with the remaining 38% of the shares in 2021. , the acquisition price is based on 1.2 billion yuan or 30 times the target net profit after deduction in 2020; it can also be acquired at 900 million yuan or 25 times the target net profit after deduction in 2020, and finally complete the acquisition of 100% equity of Tianlong Company. Overall acquisition.
However, Tianlong's main product is anti-epidemic materials, and its performance in 2020 has exploded, resulting in the price of the remaining 38% stake exceeding 10 billion yuan.
There are also cases where the original shareholders used various means to refuse to cooperate with the audit work because the performance did not meet the standards, resulting in the loss of control of the subsidiary.
It is understood that a listed company previously acquired a 55% stake in another company with 390 million yuan in cash, but its performance changed after the acquisition. In 2017 and 2018, the acquiree did not fulfill its performance commitment. According to the performance gambling agreement, The original shareholders should pay a total of more than 200 million yuan in cash compensation to the listed company.
But in the end, because the acquiree (ie the subsidiary) refused to cooperate with the audit work of the listed company, it was in a state of "out of control".
An industry insider told the "Securities Daily" reporter, "Most of the out-of-control subsidiaries are born due to mergers and acquisitions. The common practice of listed companies is 'high premium mergers and acquisitions + performance betting', closing deals at high premiums, and locking in risks with performance betting And tie down the core team of the acquisition target. Under such a system arrangement, the listed company must and must only fully delegate power to the core team of the acquisition target, which has paved the way for the loss of control of the subsidiary.”
Kuang Yuqing, founder of Lens Company Research, said frankly in an interview with a reporter from Securities Daily: "Because in the process of mergers and acquisitions, listed companies cannot make comprehensive changes to the management team of their subsidiaries, and many businesses rely on the original management team. When there are disputes over issues such as performance betting, there will be common situations such as subsidiaries not cooperating with audit investigations and the implementation of company management strategies.”
A major "minefield" in the annual report disclosure season
上市公司因“子公司失控”苦不堪言。如科华生物称，如果失去对天隆公司的控制合并，会对公司合并财务报表业绩带来重大影响；另外一家上市公司发布公告表示，已对全资子公司失去控制，预计将减少上市公司2021年度净利润约17.67亿元。又如，长江健康因对子公司失去控制，决定自2020年1月起，不再将华信制药纳入合并报表范围，长江健康将华信制药出表，并计提商誉减值6.64亿元。
“子公司失控”是年报披露季的一大“雷区”。子公司失去控制后，上市公司因此而卷入业绩变脸、遭遇监管关注、甚至涉嫌信息披露违法违规被立案调查等尴尬境遇的不在少数。
“子公司失控对上市公司的影响，具体要看其在上市公司业务或资产版图中的重要性，若是核心业务，影响较为严重；若只是边缘业务的话，影响可能不太大。”况玉清表示，整体上看，无论是不是核心业务，若子公司不配合审计导致审计缺失，上市公司的合并财务报表将不完整。
郭耀森认为，上市公司要避免子公司失控的隐患，核心还是要从财务、印鉴、资金管理和生产经营决策方面加强对子公司的控制，比如在资金管理方面，子公司需制定大额资金使用、融资及担保事项的审批制度和报告制度，由上市公司委派管理人员或上市公司控制的董事会履行决策程序。
“建议上市公司在并购或设立子公司的时候做好顶层规划，并通过法律文件落实股东和经营者的责任。” 锦华基金总经理秦若涵向《证券日报》记者表示，上市公司需要在并购前做好事前调研，提前“避雷”。