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In view of the company's huge amount of funds being occupied and illegal guarantees, ST Changkang (Rights protection) Three independent directors "show their swords" to the company and related parties.
On May 17, ST Changkang It was announced that the Company had recently received the Letter of Urgency jointly submitted to the Company by three independent directors, Zhang Zheqing, Shu Zhitang and Xia Qinhua. The three independent directors reminded the company and relevant shareholders to properly solve the problem of non operational occupation of funds by controlling shareholders and their related parties, and required the company to urge the related parties to actively raise funds to repay the occupied funds as soon as possible to eliminate the adverse impact on the company.
In addition, the three independent directors urged the company to stop such acts immediately, clean up and correct them in accordance with laws and regulations, and hold responsible persons accountable to ensure the legality and compliance of the company's external guarantees.
"Recently, the controlling shareholders have repaid 140 million yuan of the occupied funds, and the company is actively promoting the recovery of the remaining occupied funds. We will also make relevant disclosure on the progress of the occupied funds in the reply announcement of the annual report inquiry letter." ST Changkang negotiable securities Department staff《 negotiable securities Daily reporter said.
Large amount of funds occupied by controlling shareholders
On April 30 this year, ST Changkang suddenly exposed that the company had huge fund occupation and illegal guarantee problems in 2023 and the first four months of 2024.
According to the 2023 annual report disclosed by the company on the same day, as of December 31, 2023, the controlling shareholder Changjiang Runfa Group Co., Ltd. (hereinafter referred to as "Changjiang Runfa Group") formed the balance of non operating capital occupation of the listed company of 292 million yuan through capital transfer; The balance of non operating funds occupied by financial leasing business was 31.0503 million yuan; Non operating funds generated by discounting commercial acceptance bills occupy 1.319 billion yuan. As of December 31, 2023, the balance of non operating funds occupied by Changjiang Runfa Group and its related parties totaled 1.642 billion yuan. As for the reasons for the occupation of non operating funds by the controlling shareholder, ST Changkang said in the announcement that "due to the lack of working capital".
According to the data, as of the issuance date of the annual audit report in 2023 (April 30, 2024), the balance of non operating funds occupied by the controlling shareholders and related parties was 3.625 billion yuan. This means that in the first four months of 2024, the controlling shareholders and related parties will add 1.983 billion yuan to the non operating capital occupation of listed companies.
In addition, there are also illegal guarantees exposed together. According to the annual report, on December 26, 2023, Jilin Hanhe Industrial Co., Ltd. issued an electronic certificate to the controlling shareholder of the company, Changjiang Runfa Group bank The face value of the accepted bill is 500 million yuan, and the acceptance period is 6 months. Changjiang Runfa (Zhangjiagang) Machinery Co., Ltd., a subsidiary of ST Changkang bank RMB 500 million 3-year fixed deposit certificate is the above bank The issuance of acceptance bill provides pledge guarantee, and the pledge guarantee has not gone through the approval procedures.
After the disclosure of related matters, the share price of ST Changkang plummeted. From May 6 to May 17, the company's stock fell for 10 consecutive trading days, with a cumulative decline of 39.79%. By the end of May 17, ST Changkang had dropped to 1.71 yuan/share.
"The review of external guarantees and related transactions of listed companies must strictly follow the legal procedures and timely perform the obligation of information disclosure to the outside world. If the amount of illegal guarantees and capital occupation of listed companies meets the prescribed information disclosure standards, as the obligor of information disclosure, the company needs to disclose within two trading days after the transaction occurs. If the obligation of trust is not fulfilled as required, it will constitute a false statement. " Shanghai Minglun Law Firm Lawyer Wang Zhibin is accepting《 negotiable securities Daily reporter said in an interview.
Urge all parties to properly solve the problem as soon as possible
We corrected the chaos of capital occupation, and the regulatory authorities hit hard. On May 11, ST Changkang announced that the company received the corrective measures ordered by Jiangsu Securities Regulatory Bureau on May 10. Jiangsu Securities Regulatory Bureau took administrative supervision measures to order correction on the non operational occupation of funds by the controlling shareholder of the company, Changjiang Runfa Group and its related parties, and recorded them in the integrity file of the securities and futures market. Require ST Changkang to take positive measures to urge Changjiang Runfa Group and its related parties to return the occupied funds within a time limit and safeguard the interests of listed companies and minority shareholders; Changjiang Runfa Group and its related parties are required to actively raise funds to repay ST Changkang.
On May 10, Shenzhen Stock Exchange simultaneously issued a letter of concern, requiring the company to pay high attention to it, urge Yangtze Runfa Group to return the occupied funds within the specified time limit in strict accordance with the requirements of the corrective measures ordered, make effective rectification and safeguard the interests of listed companies and small and medium-sized shareholders. At the same time, it is required that Changjiang Runfa Group should earnestly perform its main responsibilities and actively repay the funds held.
If the company fails to clear up the occupied funds within six months as required by the order for correction, SZSE will suspend the trading of the company's shares. If the rectification is not completed within two months after the suspension, SZSE will give a delisting risk warning to the company's stock trading. If the rectification is not completed within two months after the suspension, SZSE will decide to terminate the listing of the company's shares.
In addition to supervision, the three independent directors said in the letter of supervision: "After the letter is sent, we will go to the company's business site every other week or irregularly to supervise and inspect the implementation of the rectification of the above problems, so as to ensure the effective improvement of the company's governance level and effectively control the company's risks. At the same time, we also expect the company to achieve substantial results in the rectification of the above issues in the short term, and respond to the concerns of the market and investors with practical actions. "
"The independent director's letter of supervision and urge to the company is a supervision and urge to deal with the aftermath after the violation. As for whether the independent director has performed the corresponding duty of diligence when the violation occurs, it is difficult to make a judgment at present." Wang Zhibin said.
(Source: Securities Daily)
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