bingodabber| *ST Zhongrun was questioned by 20 consecutive questions from the Shenzhen Stock Exchange: a shareholder change occurred 4 days after the asset replacement was completed

editor2024-05-27 12:00:508Business

Peng Fei, a journalist, has many articles per editor.

After the disclosure of the annual reportBingodabberST Resources (Securities abbreviation * Zhongrun (rights protection), SZ000506, share price 2) due to the continuous negative non-standard audit report and deduction of non-net profit.Bingodabber.24 yuan with a market capitalization of 20Bingodabber81 million yuan), copy thatBingodabberMore detailed inquiries from the exchange.

On the evening of May 26th, the Shenzhen Stock Exchange issued a letter of inquiry about the annual report to * ST China Resources, covering 20 questions, among which the financial report of the company in 2023 was issued by the annual audit accountant, which was unable to express opinions with significant uncertainties related to continuing operations, which became the primary object of the inquiry.

It is worth noting that in the inquiry letter, the related problems caused by the asset replacement of the annual auditor are also focused on by the exchange. Compared with the accountant's inability to express his opinion, the exchange directly raised sensitive issues such as the major asset exchange and whether the related transactions had a commercial substance.

In the asset exchange in August 2023, Shenzhen Mawei Titanium Industry Co., Ltd. (hereinafter referred to as "Mawei Titanium Industry"), as the trading partner of * ST, changed its shareholders and actual controllers four days after the transaction was completed. A reporter from the Daily Economic News also inquired about the sky and found that Ren Bo, the actual controller of Ma Wei Titanium Industry, and the former senior executives of Shandong Zhongrun Group Zibo Real Estate Co., Ltd. (hereinafter referred to as "Zibo Real Estate"), which had been replaced by * ST Zhongrun Group, had the possibility of knowing each other since 2021.

In addition, * ST Zhongrun's net profit after deduction has lost money for seven years in a row, and the company is also under some debt and financial pressure.

The transaction object quickly changes shareholders 4 days after the completion of asset delivery.

After the release of the annual report at the end of April, * ST Zhongrun shares fell by the daily limit. On the evening of May 26th, the Shenzhen Stock Exchange also issued an inquiry letter to * ST China Resources. Among the 20 issues involved in the inquiry letter, * ST China Resources issued an audit report which could not express its opinion by the annual audit accountant, which became the focus of attention.

A reporter from the Daily Business News noted that the reason why it is difficult for accountants to form an opinion stems from an asset exchange completed by * ST Zhongrun in August 2023.

In this exchange, * ST Zhongrun traded 100% equity of Zibo Real Estate and 100% equity of Jinan Xingrui Commercial Operation Co., Ltd. (hereinafter referred to as "Jinan Xingrui") for 51% equity of Xinjin International Co., Ltd. (hereinafter referred to as "Xinjin Company") held by Mawei Titanium Industry. The asset exchange was completed on August 7, 2023.

Oddly enough, four days after the completion of the asset delivery, the trading partner, Mawei Titanium, quickly changed its shareholders.

The announcement shows that on August 11, 2023, the shareholders of Mawei Titanium Industry were changed from Yan Gaoming and other natural persons and institutions to Shandong Ruishi property Management Co., Ltd. (hereinafter referred to as "Ruishi property"), and the actual controller of Mawei Titanium Industry was also changed to a natural person Ren Bo.

As of the audit report date, the annual audit accountant failed to obtain sufficient and appropriate audit evidence on the reasons for the shareholder change in Mawei Titanium Industry four days after the completion of the asset replacement, whether the change involves potential related party relationships and related transactions, whether it constitutes a package transaction with asset replacement transactions, and the commercial essence of asset replacement and shareholder change transactions. It is also impossible to judge the possible impact of this matter on the financial statements of * ST China Resources.

It is worth noting that the national enterprise credit information publicity system shows that Ruishi property currently holds a 100% stake in Mawei Titanium Industry. Although Ren Bo, the actual controller of Ruishi property, does not have any connection with * ST Zhongrun from the perspective of equity relationship, Tianyan check shows that Ren Bo may have intersected with Zibo's former executives.

Tianyan check information shows that the natural person who currently holds 90% of the shares of Shandong Ruishi Real Estate Co., Ltd. (hereinafter referred to as "Ruishi Real Estate") is also called "Ren Bo". In August 2021, "Ren Bo" became the shareholder and real controller of Ruishi Real Estate. At that time, it replaced the position of the natural person "Sun Hai". After leaving office from Ruishi Real Estate, Sun Hai served as the legal representative and general manager of Zibo Real Estate. In November 2023, Sun Hai no longer served as General Manager of Zibo Real Estate.

In view of the above information, Ren Bo, the current actual controller of Mawei Titanium Industry, is likely to have known each other since 2021 with Zibo property executives. However, the above information is only sorted out from heavenly eyes and other platforms, and the Daily Economic News reporter is unable to verify the person's resume and information accuracy.

In the inquiry letter, the Shenzhen Stock Exchange requested * ST Zhongrun to explain whether there is a related relationship between the original shareholder of Mawei Titanium, Ren Bo and its related parties and * ST Zhongrun and its controlling shareholders, the actual controller, the company's Dong Jiangao and its related parties, or whether any form of business and capital exchanges, sources of cooperation and other situations that may tilt other interests.

In addition, the Shenzhen Stock Exchange also asked * ST Zhongrun to explain why Mawei Titanium changed its shareholders four days after the above-mentioned asset exchange was completed, to explain the time and main contents of the equity transfer agreement and supplementary agreement (if any) signed between Mawei Titanium's original shareholders and Ruishi property, and to explain whether the change of Mawei Titanium shareholders and major asset replacement constitute a package transaction combined with the contents of the agreement and transaction arrangements. It also states whether there are undisclosed related relationships and related transactions that should be disclosed.

Deducting non-net profit and continuous loss for 7 years shortage of working capital restricts mine production

As an established listed company, * ST China Resources has been worried about its operation in recent years. Since 2017, the company has lost money for seven years in a row in terms of deducting non-net profit, which reflects the company's performance.

According to public information, * ST Zhongrun's main business includes gold mining, sales and rental of self-owned properties.

In 2017, the real estate business accounted for half of the revenue of * ST China Resources. Since then, with the decline of the real estate industry, the company continues to adjust its business structure. By 2022, the revenue proportion of the company's real estate sales business was as low as 2.46%, while that of gold sales business accounted for 86.93%.

According to the 2023 results released by * ST China Resources, although the company has gradually completed the transformation to the gold mining industry and the international gold price rose sharply last year, the performance of * ST China Resources is still not satisfactory.

Financial data show that * ST Zhongrun achieved operating income of 284 million yuan in 2023, an increase of 2.61% over the same period in 2022, and a net profit of 30.0173 million yuan, down 88.14% from the same period last year. The decline in profits was mainly due to a 56% drop in investment income in 2023 compared with the same period last year.

However, * ST Zhongrun 2023 financial report shows that the company's investment income during the reporting period was 182 million yuan, accounting for 1156.11% of the total profit, mainly due to major asset replacement confirmed investment income of 175 million yuan.

In this regard, the Shenzhen Stock Exchange requires * ST Zhongrun to explain the specific calculation process, confirmation basis and rationality of the company's investment income recognition during the reporting period, combined with the relevant accounting treatment methods, to explain whether it conforms to the relevant provisions of the Accounting Standards for Enterprises.

The sharp rise in the price of gold did not drive the performance of ST, but on the other hand, the gold business is still highly expected by the company.

* ST Zhongrun mentioned in the financial report: "looking to the future gold market, the overall optimism in the market ⋯⋯the rising price of gold may make gold an integral part of the global financial market in 2024."

As for the company's gold mining assets, * ST Zhongrun said that the company's Watukola gold mine in Fiji is located in the north of Viti Island, Fiji's largest island, with a mining concession area of 12.55 square kilometers. As of December 31, 2023, the total amount of gold metal resources held is about 116.95 tons (about 3.76 million ounces), with reserves of about 33.1 tons (about 1.064 million ounces). As the largest private employer in Fiji, the Watukola Gold Mine has a considerable position and influence in the Fijian national economic system.

However, since May, the share price of * ST Zhongrun has been falling, and on May 20, some investors even asked on the interactive platform: "does the company's gold mine really exist?"

* ST Zhongrun replied on the 22nd that the company owns the Watukola gold mine in Fiji, which is real. The Watukola gold mine in Fiji has been mined for 90 years, employs more than 1,000 local people, and has a considerable position and influence in the national economic system of the Republic of Fiji. The company also plans to carry out a comprehensive and thorough renovation of the original mining system of the mine. * ST Zhongrun also said: "at present, the shortage of liquidity is still the main reason for restricting the progress of mine production, reconstruction and expansion."

Financial data show that as of December 31, 2023, the balance of current liabilities of * ST China Resources consolidated balance sheet is 907 million yuan, the balance of current assets is 229 million yuan, the current liabilities are higher than current assets of 678 million yuan, and the amount of undistributed profit is-366 million yuan. At the same time, part of the debt has been overdue, short-term debt repayment pressure is greater, facing greater liquidity risk.

bingodabber| *ST Zhongrun was questioned by 20 consecutive questions from the Shenzhen Stock Exchange: a shareholder change occurred 4 days after the asset replacement was completed

In order to improve the company's situation, * ST Zhongrun has taken measures to actively consult with creditors to renew or extend maturing or maturing debts, invigorate existing assets, strengthen the collection of receivables, and strive to actively raise funds needed by the company through a variety of financing channels and ways. Actively carry out various financing work, supplement the company's liquidity, alleviate the company's financial pressure, and stabilize the company's development.

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