Trina Solar’s listing at the end of 3 years, the actual controller’s 4.6 billion loan issue is unresolved

Trina Solar’s listing at the end of 3 years, the actual controller’s 4.6 billion loan issue is unresolved
After 8 months of anxious waiting, on March 11, Trina Solar finally realized the dream of A-share listing.  Looking back on the journey of the past few years, Trina Solar’s road to A is “not easy”.Since the company’s first prospectus was issued in May 2019, Trina Solar has experienced three inquiries from the Listing Committee. The regulator has raised a total of 100 major issues, including core issues such as actual controller debt and insider trading.In January of this year, the Listing Committee raised four more issues and made a temporary relief decision.  Among the four major issues, two of them have been repeatedly inquired, which has become the biggest obstacle to their sustainable listing.The first is that Chairman Gao Jifan borrowed 45 shares from the trust company when the company’s US stocks were delisted.7 trillion, the question of how to repay the follow-up; the other is the sale to the asset management company18.Whether $ 5 trillion is suspected of “left-handed-right-handed” and “insider trading”.  Although the company eventually succeeded in meeting, for now, Trina Solar can provide a perfect solution to these two problems, and the corresponding problems may continue to accompany listed companies.  Because it is estimated that Abandoned America will return to A, Trina Solar will wait for three years to go public. In fact, Trina Solar has been listed 13 years ago.  But soon, Trina Solar encountered difficulties-market forecasts are estimated to continue to decline.According to the IPO data, in June 2007, Trina Solar ‘s stock pricing at the time of the issuance of stock financing was US $ 45 / ADS (depositary receipts, each ADS is equivalent to 50 shares), and the price of each new issue of sharesBoth are being adjusted downwards. By 2014, when the company last raised funds through stocks, its issue price was only about $ 11 / ADS, a drop of more than 70%.  The market value continues to shrink, coupled with the domestic open policy for star companies listed on US stocks, and Mindray Medical, 3060, Trina Solar finally chose the path of privatization.On March 13, 2017, Trina Solar announced the privatization and delisting, when the total market value was only 10.$ 6.7 billion.After that, Gao Jifan, chairman of Trina Solar, publicly stated that after the delisting is completed, Trina Solar will be the first choice in the Chinese market, first considering the A-share listing.  In the following two years, Trina Solar has several rumors of listing.In January 2018, the Jiangsu Securities Regulatory Bureau announced that it confirmed that CITIC Securities’ listing guidance for Trina Solar’s listing was January 8, 2018; in the same year, there were rumors that Trina Solar would backdoor Hareon Solar.It wasn’t until May 2019 that Trina Solar’s science and technology board listing application formally approved the replacement of the Shanghai Stock Exchange, and finally the road of science and technology board listing was finally determined.  However, the road of Trina Solar’s science and technology board has not gone smoothly.  In the half-year period from June 14 to December 12, 2019, Trina Solar has received three rounds of enquiries.In the first round of inquiries, Trina Solar started from core technology and business.A total of 76 questions were raised to Trina Solar for research and development.In the second inquiry, the Shanghai Stock Exchange inquired again about 26 questions including Trina Solar ‘s actual controller 4.6 billion borrowing and related transactions.In the third inquiry, the Shanghai Stock Exchange asked Trina Solar about accounting, information differences, and goodwill.  On January 8, 2020, the Listing Committee once again questioned the four major issues of the actual controller ‘s 4.6 billion borrowing and accruing bad debts, and caused a resolution to suspend its meeting. Trina Solar has therefore become a successor to Fudan Zhangjiang and Qinchuan.After the Internet of Things, the third company was issued temporary relief opinions.  Until the evening of March 11 after nearly a hundred days, the official website of the Shanghai Stock Exchange showed that Trina Solar’s listing plan was approved.  The unresolved 4.6 billion trust loans are related to the “left-handed-right-handed” question of 1.6 billion transactions. From a regulatory perspective, the reason why Trina Solar has been listed for so long is that there are many “unresolved” issues, two of which are coreThe problem involved amounts to US $ 6.4 billion.  Combining the four major issues raised by the Exchange on January 8 and the contents of several inquiry letters, the most prominent one is Trina Solar’s actual controller Gao Jifan 45.700 million trust loans.  In February 2017, when Gao Jifan was about to announce the privatization of Trina Solar, its “Trust Loan Contract” with Xiamen International Trust Co., Ltd. promissory note, the contract stipulated that Xiamen International Trust Co., Ltd. loaned Gao Jifan 45.6.9 billion yuan, the loan term is 60 months, and the annual interest rate of the loan is 6%.To proceed, the exchange should explain how once the listed company violates the loan contract, how can the listed company ensure that Gao ‘s controlling rights are not infringed.  The company responded that the reason why Gao Jifan borrowed was to increase the holding of stocks during the privatization period, so as to ensure his control over the listed companies.And the 2 produced every year.8 billion and 45.Whether 700 million principal can be repaid, Gao Jifan announced a different response.  Regarding how to pay the interest expenses, the listed company said that currently Gao Jifan and his spouse have assets and equity of US $ 600 million and their own funds are sufficient.In addition, Gao Jifan may also repay through dividends over the years.In 2018, Gao Jifan and the unanimous controller received a total of 6,679 dividends.740,000 yuan.As for the principal of the loan, Gao Jifan said that he can borrow money from financial institutions to extend the repayment period and other measures.  It is worth mentioning that the prospectus mentioned that Gao Jifan also plans to reduce the repayment of stocks in the future.The prospectus mentioned that Gao Jifan and his spouse controlled Trina Solar 48 directly or indirectly.In the future, 07% of the shares can be re-issued by maintaining the actual control right, and part of the shareholding reduction can be used as one of the sources of repayment.  Another core issue concerns the value of a case with an asset management company18.500 million sales.In May 2018, when the “531 Photovoltaic New Deal” was introduced, Trina Solar sold its 471MW total of 19 photovoltaic power plant projects to Yuansheng Investment Management in Ningbo Meishan Bonded Port Area by transferring the company’s equityCo., Ltd. (hereinafter referred to as “Yuansheng Investment”), transaction consideration 18.5.4 billion.Yuansheng Investment is Industrial Bank.  Why does an asset management company with no industrial experience have to spend huge amounts of money to venture into the professional power plant business?The Shanghai Stock Exchange has also caused the issue of “left hand to right hand”: asking the company to indicate whether this allocation is a real transfer, whether there are other terms such as repurchase and compensation performance; the commercial substance of transferring 19 power plants to a fund; and the investment of Yuansheng InvestmentWhether the rights and obligations of general partners and limited partners and the sharing of risks are debt financing, and whether Trina Solar and the GP of the fund are related.  In the response, Trina Solar refused to approve the title of related party transaction. It claimed that Yuansheng Investment held the generator. First, it wanted to obtain the power generation income during the operation of the generator;.On the final disclosure date, these 19 photovoltaic power plants are still in the hands of Yuansheng Investment.  Energy expert Han Xiaoping believes that photovoltaic power generation companies generally have their own generator subsidiary companies. They introduce products to generators and often form related transactions. This is very common in the industry, but usually rarelyIf the power plant is sold to an investment company, it depends on the supervisory authority and the company.  It is worth mentioning that because of the above equity transfer, Trina Solar still has a certain risk of overdue accounts receivable.  As of the end of September 2019, Trina Solar’s balance of transfer receivables from Yuansheng Investment was 78348.620,000 yuan, including 32303 long-term receivables.860,000 yuan, according to the agreed collection in 2023; the balance of accounts receivable related to renewable energy subsidies is 46044.760,000 yuan for this 4.Of the 6 million USD compensation, due to insufficient photovoltaic power generation, the application conditions have been met, but the first seven batches of supplementary catalogs have not been supplemented, so no compensation has been received, corresponding to the amount of receivable compensation2.The US $ 1.3 billion will cause the issuer ‘s supplementary receivables from Yuansheng Investment to be irrecoverable, which will adversely affect the issuer ‘s operating performance.  Just because of the problem, Sauna and Yewang once called the company’s board secretary and sent an interview letter to them. A staff member of the company board secretary’s office responded to the weighing: inconvenient response, everything is subject to the announcement.  There are doubts about patent barriers, and the proportion of patent rights in intangible assets is always below 1%. From the operating data of the past three years, although the revenue and net profit of Trina Solar has changed, the overall situation is still stable.  From 2016 to 2018, the company’s annual operating income was 225.900 million, 261.500 million and 250.500 million yuan; net profit attributable to the mother is 4, respectively.7.9 billion, 5.4.2 billion yuan and 5.5.8 billion yuan.  From the perspective of technical strength and future development prospects, the prospectus states that the company has 14 core technologies with independent intellectual property rights, which are at the leading level within the industry.It has leading advantages in core technology and R & D.  The prospectus also clearly stated that 6 of the financing amount.800 million was used for the project of “high-tech 3GW high-efficiency single crystal cut half-components”.The company’s title, through the implementation of the “high-efficiency single crystal cutting half-component project”, the company quickly industrialized new technologies with industry prospects to comply with national policy trends and downstream customers’ pursuit of higher power plant investment returns.  However, there are also views that Trina Solar itself has formed its own technical barriers.  In the above mentioned prospectus, Jingao Solar, Trina Solar’s R & D distribution, or the total value or the proportion of total revenue are relatively relative.According to the prospectus, from 2016 to 2018, Trina Solar’s R & D positions were 12.3.3 billion, 12.05 billion and 9.68ppm, accounting for 5% of operating income.46%, 3.86% and 4.77%.With this benchmark, Jingao Solar’s R & D investment and revenue share accounted for more than Trina Solar.Its 3-year R & D investment amount is 11 respectively.4.4 billion, 11.04 billion and 9.9.1 billion yuan, accounting for 6% of revenue.96%, 5.48% and 5.04%.Trina Solar’s R & D investment in recent years Jingao Solar’s R & D investment in 2016-2018 is that in the past 3 years, the company’s patent rights accounted for intangible assets as a low share.According to the prospectus, from 2016 to 2018, the company’s patent rights accounted for less than 1% of intangible assets.At the end of September 2019, the book value of Trina Solar ‘s patent rights was only 388.850,000 yuan, accounting for only 0% of intangible assets.67%.  Therefore, Lin Boqiang, an expert in the photovoltaic industry and a professor at Xiamen University, explained to reporters that the low value of patent rights is not a problem in itself. “The value of patent rights depends on the results of conversion.It ‘s worth money. Some pharmaceutical companies have invested tens of billions but did n’t get a penny, so the patent right may be worth zero.”However, some energy experts have suggested that the possible reason for the low value of patent rights is that patents have been completely included in listed companies.  Regarding the above two claims, Sauna and Yewang tried to contact Trina Solar for verification, but in the end, the company had to reply.  Reporter Peng Shuo, Li Yunqi and Sun Yong proofreading Xue Jingning