The Reorganization Of Superstar Technology And Zhongce Rubber Will Be Received From The Shenzhen Stock Exchange.

- Jun 27, 2019-

On June 25, Capital News, Superstar Technology (9.960, 0.17, 1.74%) (002444.SZ) issued an announcement on receiving the letter of inquiry from the Shenzhen Stock Exchange.

According to the announcement, Superstar Technology disclosed the “Notice on Reply to the Shenzhen Stock Exchange” on June 22, 2019. On June 25, 2019, Superstar Technology received the “Response Letter on the Restructuring of Hangzhou Superstar Technology Co., Ltd.” issued by the Shenzhen Stock Exchange, requesting Superstar Technology to verify the following issues again and provide written explanations. details as follows:

1. According to the reply letter, Superstar Technology intends to provide auto repair tool products to Zhongce Rubber Dealer Terminal Store through the establishment of product sales and distribution agency relationship with the existing distributors of Zhongce Rubber. The target is to obtain no less than 50% within 5 years. The purchase price of auto repair tools for the retail sales of the Zhongze rubber dealer terminal. Superstar Technology expects that the above cooperation will bring the net profit of 2,926,700 yuan, 11,170,700 yuan and 19,951,200 yuan to the company totaling 34,416,600 yuan from 2019 to 2021. At the same time, Zhongce Rubber is expected to enter the supplier list of large retailers in North America based on the stable cooperative relationship established between the company and its customers in North America. It is expected that the existing North American region will be added based on the original business growth of Zhongce Rubber in the next three years. 1%, 2% and 5% of the income, namely, new operating income of 38.925 million yuan, 77.85 million yuan and 194.625 million yuan. According to the gross profit margin, period expense rate and income tax preferential policies of China's production products, it is estimated that China Strategic Thailand will accumulate a net profit of RMB 42.876 million in the next three years.

(1) Supplementary disclosure on whether there is any external procurement of auto repair tools in the retail outlets of Zhongce Rubber Dealer Terminals, and combined with the control of Zhongce Rubber on its distributors, indicating that Superstar Technology Auto Repair Tools products are in the Zhongze Rubber Dealer Terminal. The feasibility of the store to achieve sales, the company aims to obtain the basis and feasibility of the purchase amount of the auto repair tools of the retail outlets of Zhongze Rubber Dealer Terminals within 50 years within 5 years;

(2) Supplementary disclosure of the predicted gross profit margin and period expense ratio of Superstar Technology Auto Repair Tools from 2019 to 2021. Compare the domestic and overseas sales of the company's existing auto repair tools and the gross profit margin and period expense ratio of other companies in the same industry. Explain the calculation basis and rationality of the net profit of RMB 3,414,460;

(3) Supplementary disclosure of the purchase amount and purchase ratio of the large-scale retailers and auto parts supply chain enterprises in North America from 2019 to 2021 for Zhongce rubber tire products, and the predicted gross profit margin and period of the export of tires from China to the United States. The expense rate indicates the basis and reasonableness of the net profit of RMB 4,278,400;

(4) The net profit of Superstar Technology from 2016 to 2018 was 621,368,400 yuan, 584,864,800 yuan and 716,699,500 yuan, totaling 188,727,800 yuan. In the next three years, the net profit of new auto repair tools products will be RMB 34.146 million, accounting for only 4.76% of the net profit in 2018, accounting for 1.81% of the total net profit for 2016-2018. Zhongce Rubber's net profit from 2017 to 2018 was 657.76 million yuan and 802.62 million yuan respectively. In the next three years, China's new net profit for exports to the United States will be 42.876 million yuan, accounting for only 2018 net profit. 5.33%. Supplementary explanation of how the “significant synergy” between the minority shareholding and the existing main business of the listed company is reflected;

(5) Supplementary Disclosure The Independent Financial Adviser of this transaction believes that Zhongce Rubber has significant synergies with the listed company's existing business, and the independent financial adviser is diligent.

2. According to the reply, the transaction superstar technology will reduce the monetary fund by 110,000 yuan, and will not be able to obtain actual cash dividends from Zhongce Rubber in the next seven years. The business synergy in the next three years will only increase the company's RMB 34,146,460. Net profit.

(1) Supplementary measurement of the estimated payback period of the transaction, and comparing the profitability of the superstar technology investment activities in the past three years (including but not limited to acquisitions that fail to meet major asset restructuring standards, bank wealth management, etc.) Whether the rate of return is reasonable, whether the transaction is necessary;

(2) In combination with the above situation, Juxing Technology believes that the transaction can “improve the financial situation, improve the profitability of listed companies and the performance of listed companies”.

3. According to the reply, the source of funds for repayment of M&A loans will mainly come from the annual cash dividend of Zhongce Rubber. For the part of cash dividends, the Superstar Group will provide the Zhongce Haichao in the form of interest-free loans for the Zhongce tide. paragraph.

(1) The cash dividends of Zhongce Rubber from 2016 to 2018 were 351,513,300 yuan, 346,606,900 yuan and 0 yuan respectively. Explain why it did not make cash dividends in 2018; and in combination with the policy and dividend policy of Zhongce Rubber Co., Ltd., whether there is a relevant system to ensure that the company will distribute profits in cash dividends every year for the next seven years or even longer;

(2) If it fails to receive the expected full cash dividend from Zhongce Rubber, Zhongce Haichao will borrow from Juxing Group to repay the M&A loan, indicating whether the follow-up of Superstar Technology will be subject to the repayment obligation of Superstar Group. If so, whether it will have an adverse impact on the company's net profit, capital structure, and solvency.

4. According to the reply, the financial depreciation period of Zhongce rubber machinery equipment, electronic equipment appliances and furniture and transportation equipment are 10 years, 3-5 years and 3-5 years respectively, and the depreciation is shown according to the financial depreciation period. The new rates are 43.85%, 26.58% and 18.16%, respectively; and the economic durability of machinery, electronic equipment and furniture and transportation equipment determined by the asset-based law assessment are 10-18 years, 5-10 years and 10-12 respectively. In the year, the determined comprehensive rate was 53.80%, 69.19% and 45.16%, respectively.

(1) Combining the comparable evaluation cases of the same industry, the technical status of the equipment related to Zhongce rubber, the operating conditions, environmental conditions, workload size, production shift, production efficiency, product quality stability, maintenance level, etc. The reason and rationality of the large difference between the number of years and the financial depreciation period, the evaluation agency limits the economic durability of machinery, electronic equipment, furniture and transportation equipment to 10-18 years, 5-10 years and 10-12 years. And reasonableness, whether it meets the requirements of prudence, and whether the assessment agency is diligent;

(2) Explain whether the depreciation period of related equipments will expire in the future, whether it can meet the basic full-load operation of the production line, and maintain the overall capacity utilization rate above 90%. If not, whether additional costs will occur, and whether the evaluation is considered. The above fees.

5. According to the reply, the evaluation of the fixed assets of Hangzhou Chaoyang Rubber Co., Ltd. of Zhongce Rubber Co., Ltd. was 322 million yuan. The evaluation of the fixed assets of Hangzhou Zhongce Qingquan Industrial Co., Ltd. was increased by 132 million yuan. Zhongce Rubber (Jiande) The company's fixed assets assessment of equipment value added 108 million yuan, Hangzhou Chaoyang Industrial Co., Ltd. equipment category fixed assets assessment value of 7.7.20 million yuan.

(1) Supplementary disclosure of specific details of the above-mentioned equipment-type fixed assets, including but not limited to equipment variety, use, financial depreciation period, book new rate, economic durability and durability determined by evaluation, comprehensive rate of evaluation, and related equipment To assess the rationality of the value added, please evaluate the organization and issue a clear opinion;

(2) Please also use the market method to evaluate the above equipment and compare the differences between the two methods.

The company's main business is the development, production and sales of tool hardware products such as hand tools and hand-held power tools. The company was listed on July 13, 2010.