Late night burst!

Another 4 companies were forced to delist, and 100,000 shareholders stepped on the thunder!

The 34-year-old real estate company and the "king of artificial diamonds" will bid farewell to A shares

  Wang Jun

  On the evening of May 26, the Shenzhen Stock Exchange issued an announcement to terminate the listing of 4 companies, including *ST Lujing, *ST King Kong, *ST Chenxin, and *ST Mengshi, and the company's shares will be delisted from June 6, 2022. During the consolidation period, on the trading day following the expiration of the delisting consolidation period, the Shenzhen Stock Exchange will delist the company's shares.

The latest data shows that the total number of shareholders of the four companies is nearly 100,000.

  In fact, many companies on the verge of delisting tried to "save themselves" before the 2021 financial report was released.

They try to make a fuss about "income" and "net profit" by means of surprise trade, surprise consolidation, surprise new business, and surprise asset sales to avoid delisting risks.

  However, the new delisting regulations have introduced a combined financial indicator of "the lower of the net profit before and after the deduction is negative and the operating income is less than 100 million yuan". and income that does not have commercial substance.

Analysts pointed out that the introduction of irrelevant revenue deduction indicators aims to accurately describe "zombie companies" and "shell companies", and strive to achieve "retreat when they should be retired".

  Veteran real estate companies bid farewell to A shares

  On the evening of May 26, the Shenzhen Stock Exchange issued an announcement on the termination of the listing of *ST LVGEM's shares, and the Shenzhen Stock Exchange decided to terminate the listing of the company's shares.

The company's stock will enter the delisting arrangement period from June 6, 2022, and the Shenzhen Stock Exchange will delist the company's stock on the trading day following the expiration of the delisting arrangement period.

  Due to the fact that the company's audited net profit in 2020 is negative and its operating income is less than 100 million yuan, the company's stock trading has been issued a delisting risk warning since May 6, 2021.

  On April 30, 2022, the 2021 annual report disclosed by the company showed that the company's audited net profit in 2021 was -20.4184 million yuan and the deducted operating income was 43.2832 million yuan, and the company's 2021 annual financial accounting report was issued. The audit report that cannot express an opinion touches on the situation of termination of listing of stocks under the relevant provisions of the Shenzhen Stock Exchange's "Stock Listing Rules (2022 Revision)".

  According to the data, LVGEM Holdings was established in 1988. Its predecessor was Haikou New Energy Co., Ltd., which was listed on the Shenzhen Stock Exchange in 1992. It is one of the earliest listed real estate companies in China.

  According to the annual report, from 2017 to 2021, the operating income of LVGEM Holdings was RMB 22 million, RMB 17 million, RMB 16 million, RMB 15 million, and RMB 173 million, and the net profit attributable to shareholders of the parent company was -0.83 billion respectively. RMB, 77 million, -09 million, -18 million, -20 million.

Among them, in 2018, LVGEM Holdings obtained investment income by disposing of equity interests in several subsidiaries, enabling it to turn losses in that year.

  It is worth mentioning that from 2017 to 2020, the company's operating income was below 100 million yuan, but it suddenly increased to 173 million yuan in 2021.

*ST LVGEM mainly focused on real estate business in previous years. In March 2021, the company acquired 100% equity of Shenzhen Hongyi in cash of 380,000 yuan, and added mechanical and electrical installation engineering business.

What is strange is that Shenzhen Hongyi, which was only established in September 2020, has signed electromechanical installation contracts with a total of about 180 million yuan with multiple customers since the second half of 2021.

  Shortly after the release of the company's annual report, the Shenzhen Stock Exchange issued a letter of concern to *ST LVGEM, and the question directly pointed to whether the subsidiary's electromechanical engineering-related business has commercial substance.

  In 2021, the company's operating income is 173 million yuan, of which the mechanical and electrical installation engineering business income is 122 million yuan, all from the subcontracting project income of Shenzhen Hongyi Construction Engineering Co., Ltd., a subsidiary acquired in March 2021, corresponding to the mechanical and electrical installation engineering cost of 117 million yuan RMB 83,575,500 for material/equipment procurement, 32,622,700 yuan for subcontracted construction engineering, and 99.27% ​​of the cost of material/equipment and subcontracted construction engineering, while the average gross profit margin of mechanical and electrical installation engineering business is 3.85% , does not cover period fees.

  The Shenzhen Stock Exchange stated that the annual review agency checked the contracts related to mechanical and electrical engineering, project management and other materials, and implemented audit procedures such as confirmation, supervision, and interviews, but was unable to implement project-related penetration verification audit procedures, so it was unable to judge. Whether the business income has commercial substance.

  Regarding the letter of concern issued by the Shenzhen Stock Exchange, the company has postponed it twice and has yet to reply.

  *ST Chenxin tried to sell paper to protect the shell but failed

  *ST Chenxin was also declared to be delisted by Shenzhen Stock Exchange.

  Because the audited net profit in 2020 is negative and the operating income after deducting business income unrelated to the main business and income without commercial substance is less than 100 million yuan, *ST Chenxin stock trading will start on March 20, 2021 Since then, a delisting risk warning has been implemented.

  On April 30, 2022, the first annual report after the company's stock trading was issued a delisting risk warning showed that the company's audited net profit in 2021 was -96.8247 million yuan, after deducting business income unrelated to its main business and non-commercial The operating income after real income was 36.7772 million yuan.

The company has encountered the situation of termination of listing of stocks according to the relevant provisions of the Shenzhen Stock Exchange's "Stock Listing Rules (2022 Amendment)".

  In fact, in order to avoid delisting, *ST Chenxin also tried to protect the shell by adding new paper business.

*ST Chenxin is mainly engaged in Internet games, e-sports and other businesses through its wholly-owned subsidiary Haoxin Internet, but the e-sports business and blockchain business have not yet formed a scale, and the company has suffered losses for consecutive years.

In 2018, *ST Chenxin lost 614 million yuan in net profit attributable to shareholders of the parent company, and lost 950 million yuan in 2019.

  In order to get out of the predicament, *ST Chenxin cross-border acquisition of Huixinchen, which is mainly engaged in LCOS chips, at the same time, the company also established a wholly-owned subsidiary Shanghai Luoxiu Technology Co., Ltd., which is mainly engaged in the comprehensive business of smart printing.

  However, after a series of actions, the company's 2020 performance still suffered a loss of 71 million yuan, and the chip-related business and paper business contributed revenue of 17.67 million yuan and 51.53 million yuan, accounting for 16.79% and 48.96%, respectively.

  Facing the increasing pressure of delisting, the company established a wholly-owned subsidiary Luoxiu Technology in May 2020 with a registered capital of 10 million yuan.

  According to the company's strategic plan, the mature smart printing business will include the "e-mall" with the establishment of a smart graphic printing e-commerce platform as the main body, as well as special paper series products for engineering graphic and text, a variety of graphic and text production software products, Hardware products such as printing equipment and pre-press and post-press supporting equipment, and multi-dimensional products such as comprehensive solutions for graphic services.

  This means that *ST Chenxin has actually become a paper production company, which is inconsistent with the business scope given by the company (Internet information services, technology development in the field of computer technology, graphic design and production, etc.).

  Before the release of the 2021 annual report, the Shenzhen Stock Exchange issued a letter of concern to the company in advance.

The company's annual audit accountant, Grant Thornton Certified Public Accountants, believes that according to the relevant provisions of Article 4.2 of the "Guidelines for the Self-regulation of Listed Companies on the Shenzhen Stock Exchange No. 1 - Business Handling", the company's paper business has not yet formed a stable business. Model, the company's paper business income in 2021 should be regarded as "business income unrelated to the main business" as a deduction item for 2021 operating income.

  *ST King Kong's letter-disclosure violation company was put on file for investigation

  Along with *ST Lujing and *ST Chenxin, *ST King Kong was also delisted.

  *ST King Kong was once a leading enterprise in China's synthetic diamond industry, mainly engaged in synthetic diamond and other superhard materials and synthetic diamond jewelry, etc., and its production and sales scale ranked among the top three in the industry. It was once known as "the king of synthetic diamonds".

The company was established in December 2004 and listed on the Growth Enterprise Market in March 2010.

  Because the 2020 annual financial and accounting report was issued with an audit report that cannot express an opinion, *ST King Kong stock trading has been issued a delisting risk warning from April 28, 2021.

  On April 30, 2022, the company's first annual report after the delisting risk warning was implemented in the company's stock trading (ie the 2021 annual report) showed that the company's audited net assets at the end of the 2021 period were -817 million yuan, and the 2021 annual financial The accounting report was issued with an audit report that could not express an opinion, which involved the termination of the listing of stocks.

  The company received the "China Securities Regulatory Commission Investigation Notice" on April 7, 2020. Due to the company's suspected information disclosure violations, the China Securities Regulatory Commission decided to file a case against the company.

  On August 13, 2021, the company received the "Advance Notice on Administrative Penalties and Market Prohibition" issued by the China Securities Regulatory Commission. According to the "Advance Notice", the suspected illegal facts were identified, and the net assets were inflated by RMB 1.856 billion at the end of 2019. , the annual report shows that the company's net assets on December 31, 2019 were 1.721 billion yuan, and the loss in 2020 was 1.236 billion yuan. The retroactively adjusted net assets on December 31, 2019 and December 31, 2020 may be negative, which may touch Under the circumstance of forced delisting for major violations as stipulated in Article 4 (3) of the "Implementation Measures of Shenzhen Stock Exchange for Compulsory Delisting of Listed Companies with Major Illegal Laws", the company's shares may be subject to major violations of mandatory delisting.

  So far, the company has not received a formal penalty decision from the CSRC.

  *ST Lions debt auction and forgiveness questioned

  On the evening of May 26th, *ST Lions were also forcibly delisted.

  Due to the negative value of the company's audited net assets at the end of the period in 2020, the company's stock trading will be issued a delisting risk warning from April 30, 2021.

  On April 30, 2022, the company's first annual report (ie, the 2021 annual report) after the company's stock trading was issued a delisting risk warning showed that the company's 2021 annual financial and accounting report was issued an audit report that could not express an opinion, which touched the Shenzhen Stock Exchange " Circumstances of termination of listing under the relevant provisions of the Stock Listing Rules (2022 Amendment).

  On February 18, 2022, the Shenzhen Stock Exchange issued a letter of concern to *ST Dynamo, requiring the company to make a written explanation and disclose the debt forgiveness matters that are widely concerned by the society before February 25, 2022.

But the company has been slow to disclose, and did not reply until April 22, 2022.

The next day, the Shenzhen Stock Exchange gave *ST Lions six directors, including the chairman and three independent directors, public reprimands.

  Why is the Shenzhen Stock Exchange so concerned about the debt forgiveness of *ST Lions?

Mainly because debt forgiveness will directly reduce liabilities, increase net assets, and involve the issue of protection.

  It is understood that the company's creditor, China Huarong Fujian Branch, will hold the company's creditor's rights for public auction on the Taobao platform, of which the principal amount of the creditor's rights is 599.5 million yuan, and as of November 30, 2020, the debt and interest amount is 315.6458 million yuan.

However, when the company disclosed the debt waiver, it stated that Huarong Investment Co., Ltd. held the principal amount of the company's debt of 599.5 million yuan, and as of November 30, 2021, the debt and interest amounted to 429,587,900 yuan; Huarong Investment exempted the company from debt totaling 853,319,700 yuan. Yuan.

  The Shenzhen Stock Exchange required the company to explain the reasons and rationality why the creditor still has the right to dispose of the debt after the debt waiver, and whether there is any contradiction between the company's debt waiver and the debt auctioned by the creditor.

  In the reply announcement on April 22, the company stated that the above-mentioned creditor’s rights for public auction on the Taobao platform referred to in the “Letter of Concern” were the creditor’s rights investment announcement issued by Huarong Fujian on the Taobao platform in November 2021, not a public auction. announcement.

Huarong Fujian put Huarong Investment's claims on Dynavolt Technology on Taobao platform for investment promotion. The information was released in November 2021, which was earlier than the date of debt forgiveness.

Huarong Investment waived the debt of Dynavolt Technology. It has confirmed the debt waiver amount on December 31, 2021, and will complete the accounting process in 2021.

  However, the company's annual report auditing accounting firm believes that the debt exemption disclosed by the company has received the "Notice of Debt Exemption" issued by Huarong Investment Company on December 31, 2021. The investment exemption has been subject to the internal approval process by Huarong Investment and Huarong Fujian.

Up to now, the internal approval documents of Huarong Investment and the approval documents of the authorized approvers have not been obtained, so it is impossible to judge the authenticity of the debt forgiveness matters.

  There is nowhere to hide the behavior of "protecting the shell"

  In order to avoid delisting, many companies that are on the verge of delisting have made articles on "revenue" and "profit". Some companies' revenue in 2020 is only a few million or tens of millions, but in 2021, their revenue suddenly surged to over 100 million , the revenue scale has become the pursuit goal of these shell companies.

  In this regard, at the end of 2021, the exchange issued a guideline for the deduction of operating income, and made efforts to precisely combat shell companies from three aspects.

The first is to refine the deduction requirements for trade and quasi-financial businesses; the second is to standardize the criteria for judging “stable business models”; the third is to clarify the deduction of income obtained from the merger of abnormal transactions.

  Operating income deductions include business income unrelated to the main business and income that does not have commercial substance.

  Specifically include:

  1. Business income unrelated to the main business refers to the business income that is not directly related to the normal operation of the listed company, or although related to the normal operation of the listed company, due to its special nature, contingency and temporary nature, it affects the users of the report to continue to have an impact on the company. Various incomes for which normal business judgment is made.

  2. Income without commercial substance refers to the income generated from various transactions and events that do not result in significant changes in future cash flow and are not commercially reasonable.

  3. Other income unrelated to the main business or without commercial substance.

  The exchange stated that the new delisting regulations have added a new combination of financial indicators in terms of financial delisting indicators, the lower of the net profit before and after the deduction of non-deductibles is negative and the operating income is less than 100 million yuan. The purpose is to describe more accurately. The listed company's ability to continue to operate, and strive to clear the shell company.

When applying this indicator, the new delisting regulations specify that the deductions from operating income are “business income unrelated to the main business and income that does not have commercial substance”, and requires the company’s audited net profit before and after deducting non-recurring gains and losses When the lower one is negative, the deduction of operating income and the amount of operating income after deduction shall be disclosed in the annual report, and the annual auditing accountant shall issue a special verification opinion on whether the deduction of operating income is accurate.

  Analysts pointed out that unrelated revenue deductions have a greater impact on listed companies, especially those on the verge of delisting, and also on those who have increased their revenue through surprise trade, surprise "consolidation", surprise new business, donations, etc. , The behavior of avoiding delisting sounded the alarm.

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