summertimesagapoker| The "sequelae" of major asset swaps occur *ST Zhongrun Annual Report was questioned

Education 2024-05-27

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◎ reporter Xia Zihang

On May 26th, * ST Zhongrun announced that the company had received a letter of inquiry from the Shenzhen Stock Exchange about its 2023 annual report. Whether there are related party transactions, related party funds and other issues become the focus of regulatory attention.

It has been disclosed that the financial report of * ST Zhongrun 2023 was issued by an annual audit accountant with an inability to express an opinion in a period of significant uncertainty about continuing operations, in which the matter involved an asset exchange transaction.

According to the announcement, * ST Zhongrun's asset exchange transaction is based on the 100% equity of Shandong Zhongrun Group Zibo Real Estate Co., Ltd. (hereinafter referred to as "Zibo Real Estate"), Jinan Xingrui Commercial Operation Co., Ltd. ("Jinan Xingrui"), and 51% equity held by Shenzhen Mawei Titanium Industry Co., Ltd. (hereinafter referred to as "Mawei Titanium Industry"). 51% equity of Xinjin International Co., Ltd. ("Xinjin Company") Delivery was completed on August 7, 2023.

In this major asset exchange, the 100% equity of Zibo Real Estate and 100% of Jinan Xingrui are similar to the 51% equity valuation of Xinjin Company, and the value-added rates of Zibo Real Estate and Jinan Xingrui are 92% respectively.Summertimesagapoker.88%, 80%Summertimesagapoker.58%, the value-added rate evaluated by Xinjin Company is 8594%.

It is worth noting that on August 11, 2023, the shareholder of Mawei Titanium Industry was changed from Yan Gaoming and other natural persons and institutions to Shandong Ruishi property Management Co., Ltd., and the actual controller of Mawei Titanium Industry was also changed to natural person Ren Bo.

summertimesagapoker| The "sequelae" of major asset swaps occur *ST Zhongrun Annual Report was questioned

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.

With regard to this issue, the inquiry letter of the Shenzhen Stock Exchange requires * ST Zhongrun to explain whether there is a related relationship between the former shareholder of Mawei Titanium Industry, Ren Bo and its related parties and the listed company and 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.

At the same time, the Shenzhen Stock Exchange 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 former shareholders and Shandong Ruishi property Management Co., Ltd., 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 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.

For a long time, the problem of related party funds occupation has been focused on by the regulatory authorities. According to the summary table on the occupation of non-operating assets and other related capital transactions in 2023, * ST China Resources for other receivables for the development of China Resources Mining-the opening balance of the current account is 282 million yuan, the final balance is 253 million yuan, and the cumulative amount of other receivables of China Resources Qiansheng in the reporting period is 8.3538 million yuan.

In this regard, the Shenzhen Stock Exchange requires * ST Zhongrun to explain the reasons for the formation of the above transactions, the reasons for the company's long-term failure to recover the development funds of China Resources Mining, and whether there is a situation in which related parties occupy funds.

In addition, * ST Zhongrun has greater short-term debt repayment pressure and faces greater liquidity risk. The 2023 annual report shows that at the end of the reporting period, the company's current liabilities are 907 million yuan, current assets are 229 million yuan, current liabilities are 678 million yuan higher than current assets, and the amount of undistributed profit is negative 366 million yuan. In this regard, the Shenzhen Stock Exchange requires * ST to list the specific circumstances of overdue debts, the specific circumstances of loans due within one year, and the measures to be taken.

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