remoteworkbingo| The performance bet failed! New honest people control conflicts open! exchange inquiry

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Nan Shen, a reporter from China Fund News.

A change of control of Meizhi shares a few years agoRemoteworkbingoThe new honesty controller made a bet on the company's performance in the next three years, laying a hidden danger.

On May 19th, the Shenzhen Stock Exchange issued an inquiry letter to Meizhi's 2023 annual report, comprehensively inquiring about the company's revenue, net profit, cash flow, liabilities, accounts receivable and goodwill, and asked the company to explain whether there is significant uncertainty about its sustainable operating ability and whether it has evaded being ST in the light of the continuous expansion of net profit and loss in the last three fiscal years.

In addition, the supervision focuses on the abnormal phenomena caused by the performance of the new honest controller of the company.

Since last year, Li Suhua, the former controller of Meizhi shares, has abstained or voted against several board bills. The Shenzhen Stock Exchange asked to specify whether there were disputes and specific disputes among the company's major shareholders, board of directors, and management members, and whether there was a "disorderly struggle for control, resulting in investors being unable to obtain effective information about the company."

Is there any situation to avoid being ST?

According to the annual report, Meizhi's operating income from 2021 to 2023 is 5.Remoteworkbingo.88 billion yuan, 16RemoteworkbingoThe revenue in 2023 decreased by 47.34% compared with 2022, and the net profit was-161 million yuan,-143 million yuan and-174 million yuan respectively, and the non-net profit was-169 million yuan,-155 million yuan and-208 million yuan respectively. The net cash flow generated by operating activities was-55.923,300 yuan,-27.9962 million yuan and-74.2763 million yuan, which continued to decline.

In response to the inquiry letter of the Shenzhen Stock Exchange's 2022 annual report, the company said that the 183.58% increase in operating revenue in 2022 compared with 2021 was mainly due to changes in the scope of the merger, the support of major shareholders and the growth of the original business. But it suddenly fell sharply in 2023. To this end, regulation requires companies to explain the reasons for the sharp decline in operating income compared with 2022 in the light of market changes, business types, business sources, and so on.

According to the 2023 annual report, the gross profit margin of the company's decoration and decoration business is-6.11%, and that of the construction business is-1.8%, which is significantly lower than that of the same period last year. The Shenzhen Stock Exchange requires the company to combine the composition of operating costs, changes in the market environment and changes in comparable companies in the same industry to explain the reasons and rationality of the sharp decline in 2023 when the gross profit margin is positive in 2022.

The annual report also shows that the company borrowed 184 million yuan in short-term loans, 34.5805 million yuan in non-current liabilities due within one year, and 45.1942 million yuan in long-term loans, which increased significantly over the same period last year, and the net cash flow generated by operating activities continued to decline. at the same time, the company's monetary capital is 85.9259 million yuan and the asset-liability ratio has increased year by year in the past three years, reaching 82.68% this year.

The supervision requires the company to explain whether there is liquidity risk in the light of the current capital situation, maturing and overdue debt in 2024, investment and financing and debt repayment arrangements, as well as financing guarantee, and whether the company's controlling shareholders and related parties are willing to provide long-term and stable guarantees / loans for the company's financing, if the company fails to obtain guarantees / loans provided by the controlling shareholders. Whether it will have a significant adverse impact on liquidity and sustainability.

Finally, the supervision requires the company to explain whether there is significant uncertainty and the measures to be taken in the light of the above situation. The supervision requires the annual auditor to check the above-mentioned issues and explain whether there is significant uncertainty about the company's sustainable operating ability. whether there is a situation to circumvent paragraph (7) of Article 9.8.1 of the Stock listing rules (revised in August 2023) of the Shenzhen Stock Exchange, which requires the implementation of other risk warnings.

Is there a disorderly struggle for control?

According to the announcement of the Resolution of the third meeting of the Fifth session of the Board of Directors disclosed on April 28, 2024, Li Suhua, a director and former controller of the company, and Li Bijun, a director, abstained from voting on a number of company motions.

Before that, in January 2024, Li Suhua voted against the motion on electing members of the special committee of the fifth board of directors of the company. In October 2023, Li Suhua and director Yang Shuisen abstained from voting on the motion on adjusting the organizational structure of the company. In May 2023, Li Suhua and Yang Shuisen voted against the motion on the dismissal of the general manager of the company, while Li Suhua voted against the bill on the appointment of senior managers of the company.

One of the reasons why Li Suhua abstained from voting on some of the proposals in the "announcement of resolutions of the third meeting of the Fifth Board of Directors" was that "the main reason for the company's losses was that State assets did not give the company 6 billion yuan in engineering business from 2021 to 2023 as promised." The Shenzhen Stock Exchange requires the company to indicate whether the relevant parties have signed an agreement containing the above-mentioned contents, and if so, add to the specific agreement, and whether the company has fulfilled its information disclosure obligations in this matter.

The Shenzhen Stock Exchange also requires the company to specify whether there are disputes and specific disputes among the company's major shareholders, board of directors, and management members in the light of Li Suhua's voting against and abstaining from voting. Whether the above disputes will have an adverse impact on the governance stability of the company, and the measures to be taken by the company.

Li Suhua voted against and abstained from voting on a number of motions of the company in recent year, and Li Suhua is the former controlling shareholder and actual controller of the company, and the supervision requires the company to investigate the dispute with Li Suhua, indicating whether the company has a situation of "disorderly competition for control of the company, resulting in investors being unable to obtain effective information of the company" as stipulated in Rule 9.4.2 of the Stock listing rules (revised in 2024).

"the beginning of the disaster" performance betting three years ago

The above-mentioned dispute actually stems from the transfer of control disclosed by the company as early as December 2020.

At that time, the company's controlling shareholder, Guangdong Yijian (actually controlled by Nanhai District State-owned assets Supervision and Administration Bureau of Foshan City), signed the "share transfer Agreement" with the then controlling shareholder Li Suhua and Tianzhi Science and Technology and agreed on the terms of the bet, that is, the cumulative non-return net profit of the original business of the listed company in 2021-2023 was not less than 40 million yuan, and the total amount of the new winning contract of the original business of the listed company in 2021-2023 was not less than 1.8 billion yuan.

If the above-mentioned performance bet is not completed, Li Suhua needs to make cash compensation to the listed company.

Today, the original controller Li Suhua failed to complete both the performance bet and the business contract amount. Li Suhua blamed the state-owned shareholders (namely Guangdong Yijian) for "breaking the promise" and failing to empower the company's business and adjust core management personnel such as the general manager. However, the state-owned assets obviously do not recognize this statement, and the two sides have been in court.

According to the company's website, Meizhi Co., Ltd. was established in 1984. It is an architectural decoration design and construction company that was listed on March 20, 2017. The company mainly provides comprehensive engineering services to customers such as transportation institutions, cultural industries, financial real estate, government agencies, and high-end star hotel groups.

In the past five years, Meizhi's share price has continued to fall. At present, the company's market value has dropped to 1.1 billion yuan, more than 80% lower than at its peak. As of the end of the first quarter of this year, the company had 11,500 shareholders.

auditremoteworkbingo: Muyu