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Interface News reporter | Niu Qichang
As a "gold concept stock", when other peers are busy counting money, * ST Zhongrun (rights protection) (000506Zevpoker.SZ, China Resources) is in troubled times.
Following the "wearing a hat" due to non-standard audit reports and continuous negative deduction of non-net profits, * ST Zhongrun has already eaten 15 falling limit boards, and now it has been questioned by the Shenzhen Stock Exchange one after another, pointing to major asset exchange transactions, internal controls or major defect risks that lead to the annual audit accountants being unable to express their opinions.
On the evening of May 26th, the Shenzhen Stock Exchange issued an annual report inquiry letter to * ST China Resources, requesting the company to explain whether there is a related relationship between the former shareholder, Ren Bo and its related parties of Shenzhen Mawei Titanium Industry Co., Ltd. (hereinafter referred to as "Mawei Titanium") and the company and its controlling shareholders, the actual controller, Dong Jiangao and his related parties of the company, or whether any form of business and capital exchanges, sources of cooperation, etc., may tilt other interests.
From the point of view of the secondary market, * ST did not accidentally record the limit again. As of May 27, the company's share price closed at 2.13 yuan per share, falling by the daily limit for 16 consecutive trading days, nearly 56% lower than before the annual report was disclosed.
The continuous falling limit made investors feel helpless and questioned that the company had done nothing about it. * at the results presentation, ST Zhongrun apologized for the continuous decline in the company's shares and said that it was continuing to communicate with accountants and make every effort to supplement audit information as required to eliminate the impact of matters that could not be expressed.
The operation of "strange" is questioned.
Interface News noted that the reason why * ST Zhongrun was issued a "non-standard opinion internal control audit report" by accountants can be traced back to a major asset swap transaction completed in August 2023.
At that time, Zhongrun Resources replaced with 100% equity of Shandong Zhongrun Group Zibo Real Estate Co., Ltd. (hereinafter referred to as "Zibo Real Estate") and 100% equity of Jinan Xingrui Commercial Operation Co., Ltd. (hereinafter referred to as "Jinan Xingrui"). With Mawei Titanium holding 51% equity interest in Xinjin International Co., Ltd. (hereinafter referred to as "Xinjin Company"), the asset exchange was completed on August 7, 2023.
On August 11 of the same year, that is, only four days after the completion of the above delivery, the shareholders of Mawei Titanium Industry were changed from natural persons and institutions such as Yan Gaoming to Shandong Ruishi property Management Co., Ltd. (hereinafter referred to as "Shandong Ruishi"). As a result, the actual controller of Mawei titanium industry has also been changed to a natural person, Ren Bo.
This "strange" operation has aroused the doubt of the annual audit accountant.
The accounting firm Lixin said it was unable to obtain sufficient and appropriate audit evidence on the commercial nature of the two transactions, namely, whether the change involved potential related party relationships and related transactions, whether it formed a package transaction with the asset exchange transaction, and the commercial essence of the asset replacement and shareholder change transactions, four days after the completion of the asset exchange. It is also impossible to judge the possible impact of this matter on the financial statements of China Resources Resources.
In this regard, the Shenzhen Stock Exchange requested * ST Zhongrun to explain whether there is a related relationship between Mawei Titanium's original shareholders, Ren Bo and its related parties and the company and its controlling shareholders, actual controllers, 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.
At the same time, it further explains the reasons for the change of shareholders in Mawei Titanium Industry 4 days after the completion of the asset replacement mentioned above, and explains the time and main contents of the equity transfer agreement and supplementary agreement (if any) signed between the original shareholders of Mawei Titanium Industry and Shandong Ruishi, combined with the contents of the agreement and transaction arrangements to explain whether the change of shareholders of Mawei Titanium Industry and major asset replacement constitute a package transaction. It also explains whether there are undisclosed related relationships and related transactions that should be disclosed, and whether the previous information disclosure is true, accurate and complete.
At the results presentation held on May 23, when investors asked about the above shareholder changes, * ST Zhongrun only said, "the subsequent shareholder change of Mawei Titanium is the independent industrial and commercial change of Mawei Titanium."
Interface News noted that as the new controller of Mawei titanium industry, Ren Bo's identity in addition to Shandong Ruishi real estate controller, or China Resources tomorrow (Zibo) Real Estate Co., Ltd. legal person, has previously served as a legal person and shareholder of Zhongrun Hyde (Zibo) Real Estate Co., Ltd.
Specifically from the asset exchange point of view, Zhongrun Resources purchase Zibo 100% equity and Jinan Xingrui 100% equity trading price of 699 million yuan, the evaluation value-added rate of 92.88%, 80.58% respectively. In contrast, the new gold company's evaluation value-added rate is as high as 8594%, of which the book value of the mining rights of the Malawian Makangila zirconium-titanium placer is 1.297 billion yuan, accounting for 55.38% of the total assets and 186.35% of the net assets.
In this regard, the Shenzhen Stock Exchange requires the company to explain whether the transfer price, pricing basis and payment arrangement of 100% equity in Mawei Titanium Industry is different from the transaction price of the above-mentioned assets, fully explaining the reasons for the difference and its rationality. And explain whether this major asset exchange evaluation harms the interests of listed companies and minority shareholders, and whether it has a commercial essence.
Miss the soaring dividend of gold price
Public data show that the main business of China Resources Resources includes gold as the main variety of mining and real estate development and construction, sales and rental of their own property. Among them, in terms of mineral resources, the company's holding company, Watukola Gold Mine in Fiji, is mainly engaged in gold exploration, mining, smelting and sales of finished products.
In 2017, the real estate business once accounted for half of the revenue of China Resources Resources. Since then, with the decline of the real estate industry, the company continues to adjust its business share. As of 2023, the company's real estate sales revenue accounted for 9.86%, and gold sales accounted for 84.76%.
However, although Zhongrun Resources has gradually completed its transformation to the gold mining industry and the international gold price has soared in the past year, the company has still recorded a non-net profit loss for seven consecutive years.
Financial report data shows that *ST Zhongrun achieved operating income of 284 million yuan in 2023, a year-on-year increase of 2.61%, and achieved net profit attributable to the parent company of 30.0173 million yuan, a decrease of 88.14% from the same period last year. In terms of industries, the company's gold sales achieved revenue of 241 million yuan, a slight increase of 0.04% year-on-year. It has obviously missed out on the dividends of this surge in gold prices.
In years when gold prices were so prosperous, the company was still operating at a loss, which also aroused investor dissatisfaction.
At the performance briefing, *ST Zhongrun explained this,"The current mining equipment and facilities in the Vatukola gold mine are seriously aging, and the integrity rate of ventilation, drainage, and mining equipment is low, which has seriously affected production volume and efficiency. In recent years, production capacity has been hovering at a low level for a long time. Due to funding constraints, the Vatukola Gold Mine has been using patching methods to partially rectify the mine, but the results are not good."
Interestingly, while the company's gold business was stagnant, the real estate business achieved revenue of 28.0234 million yuan last year, a year-on-year increase of 310.59%. In this regard, the Shenzhen Stock Exchange asked it to explain the reasons for the significant increase in operating income from the real estate business.
In fact, the main reason why *ST Zhongrun's performance fell year-on-year last year was that investment income in 2023 fell by 56% compared with the same period last year.
*ST Zhongrun's investment income during the reporting period was 182 million yuan, accounting for 1,156.11% of the total profit. In other words, the key to barely supporting the profits of *ST Zhongrun is the above-mentioned major asset replacement transaction related to Mawei Titanium, with the company confirming revenue of 175 million yuan. If the above transactions are excluded, the company's non-net profit will be minus 127 million yuan, which has been negative for seven consecutive years.
In this regard, the Shenzhen Stock Exchange also raised doubts, requiring the company to explain in detail the specific calculation process, confirmation basis and rationality of the recognition of investment income during the reporting period, and to explain whether it complies with the relevant provisions of the Accounting Standards for Business Enterprises in conjunction with relevant accounting treatment methods.
Against the background of weak growth in its main business, *ST Zhongrun, which is mired in a debt crisis, is also facing greater liquidity risks.
As of the end of the reporting period, *ST Zhongrun's monetary fund balance was only 5.2259 million yuan, including 2.2242 million yuan of frozen funds. The company's short-term borrowings exceeded 85 million yuan, and its total current liabilities reached 907 million yuan.
According to the "Announcement on Litigation Progress and Debt Delinquency" disclosed by the company on March 8, overdue debts totaled 321 million yuan, accounting for 50% of the company's audited net assets in 2022.
In this regard, the Shenzhen Stock Exchange requires the company to combine the status of monetary funds, working capital turnover plans, operating and investment and financing arrangements, scale of financial expenses, asset and liability status, etc., to explain whether the existing disposable monetary funds can meet daily operating needs, as well as the proposed countermeasures.
Regarding whether the company will apply for reorganization in the next step, *ST Zhongrun said that the company has not received specific reorganization plans proposed by relevant parties, and the company will also consider relevant plans if necessary.