"Sequela" of major asset replacement * ST Zhongrun annual report queried

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◎ Reporter Xia Zihang

On May 26, *ST Zhongrun (Rights protection) The announcement said that the company received the inquiry letter on its 2023 annual report issued by Shenzhen Stock Exchange. Whether there are related transactions, related party capital occupation and other issues have become the focus of supervision.

It is disclosed that * ST Zhongrun's 2023 annual financial report was issued by the annual audit accountant with an audit report with significant uncertainties of going concern, in which the matters involved in the inability to express opinions involved an asset replacement transaction.

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

In this major asset replacement, 100% equity of Zibo Real Estate and 100% equity of Jinan Xingrui, the assets purchased, are close to the evaluation value of 51% equity of Xinjin Company. The evaluation appreciation rates of Zibo Real Estate and Jinan Xingrui are 92.88% and 80.58% respectively, and the evaluation appreciation rate of Xinjin Company is 8594%.

It is worth noting that on August 11, 2023, the shareholders of Mawei Titanium Industry will be changed from natural persons and institutions such as Yan Gaoming to Shandong Ruishi Property Management Co., Ltd., and the actual controller of Mawei Titanium Industry will therefore be changed to natural person Ren Bo.

As of the date of the audit report, the annual auditor failed to obtain sufficient and appropriate audit evidence on the reasons why Mawei Titanium changed its shareholders four days after the completion of the above-mentioned asset replacement, whether the change involved potential related party relationships and related party transactions, whether the change constituted a package deal with the asset replacement transaction, and the commercial nature of the two transactions of asset replacement and shareholder change, It is also impossible to judge the possible impact of this event on the financial statements of * ST Zhongrun.

In this regard, the inquiry letter of Shenzhen Stock Exchange requires * ST Zhongrun to explain whether the original shareholders of Mawei Titanium, Ren Bo and their related parties have related relationships with the listed company and its controlling shareholders, actual controllers, directors, supervisors and senior executives of the company and their related parties, or whether any form of business and capital exchanges, cooperation sources and other situations may cause other interests to tilt.

At the same time, Shenzhen Stock Exchange asked * ST Zhongrun to explain the reason for the change of shareholders of Mawei Titanium Industry 4 days after the completion of the above-mentioned asset replacement, and explain 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 Property Management Co., Ltd, In combination with the contents of the agreement and the transaction arrangement, explain whether the change of shareholders of Marvel Titanium constitutes a package deal with the replacement of major assets, and whether there are related relationships and related transactions that should be disclosed but not disclosed, and whether the early information disclosure is true, accurate and complete.

For a long time, the related party capital occupation has been the focus of the regulatory authorities. The Summary of Non operating Assets Occupation and Other Related Capital Transactions in 2023 shows that * ST Zhongrun's other receivables from Zhongrun Mining Development - the opening balance of current accounts is 282 million yuan, the closing balance is 253 million yuan, and other receivables from Zhongrun Qiansheng - the accumulated amount of current accounts in the reporting period is 8.3538 million yuan.

In this regard, Shenzhen Stock Exchange asked * ST Zhongrun to explain the reasons for the formation of the above current accounts, the reasons why the company has not recovered the current accounts for the development of Zhongrun Mining for a long time, and whether there is any fund occupation by related parties.

In addition, * ST Zhongrun has a large short-term debt repayment pressure and faces a large liquidity risk. The 2023 annual report shows that the company's current liabilities at the end of the reporting period 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 profits is negative 366 million yuan. In this regard, Shenzhen Stock Exchange required * ST Zhongrun to list the specific situation of overdue debts, the specific situation of loans due within one year, and explain the proposed countermeasures.

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