ST Shida was punished by the CSRC in early December last year for violating the letter disclosure, and less than half a year later, it was investigated by the CSRC for the violation of the letter disclosure, and the preliminary conclusion of the investigation surfaced on December 7, 2023. Proper second entry into the palace.
Throughout the past of ST Shida, it has staged a good show of "turning the tables against the wind":
Due to two consecutive years of losses and negative audited net assets in 2019, ST Shida wore the "*ST" logo on its head in June 2020, and its stock price fell all the way. In March 2021, creditors filed for bankruptcy reorganization.
The reorganization was extremely successful, and the big data company in Fujian Province, which has a state-owned background, stood out from many potential investors. On November 26, 2021, ST Shida's rebirth ushered in the most critical juncture - the Supreme People's Court approved ST's reorganization, and the Fuzhou Intermediate People's Court ruled to accept it on the same day. After a 30-day announcement period, on December 27, 2021, the first creditors' meeting of ST Shida was held, and the draft reorganization plan was approved by a one-time vote at the creditors' meeting, with a pass rate of 100% for the property-secured creditor's group and 92% for the ordinary creditor's group41%。On the same day, the Fuzhou Intermediate People's Court ruled to approve the reorganization plan and terminate the reorganization procedure. On December 31, 2021, ST Shida received RMB 900 million from the reorganization investors, and the Fuzhou Intermediate People's Court ruled to confirm the completion of the implementation of ST Shida's reorganization plan. This measure enabled **, which was originally on the verge of delisting, to achieve a turnaround in net profit in 2021 and a positive net asset after the reorganization, avoiding delisting.
The case took only 35 days from the acceptance of the reorganization application to the completion of the implementation of the reorganization plan, making it one of the shortest and most efficient listed company reorganization cases in China. "This efficiency, this achievement, who doesn't say "beautiful".
headwind".
In this legendary 35-day period, it is not only this successful reorganization that is eye-catching, but also an "Announcement on Receiving the Notice of Case Filing from the China ** Supervision and Administration Commission" issued by ST Shida after market hours on December 10, 2021. The announcement stated that on November 30, 2021, the China Securities Regulatory Commission decided to file a case against the company due to the company's suspected illegal information disclosure. The filing of this case directly led to the stock price of ST Shida on the next trading day**513%。
The mystery of this case was revealed on December 7, 2022: after the market on that day, ST Shida issued an announcement, saying that it received the "Administrative Penalty Decision" from the Fujian Securities Regulatory Bureau, because there were false records in ST Shida's 2018 and 2019 annual reports (inflating operating income and costs, and then inflating net profits), the CSRC imposed a "warning + 1.6 million fine" on it, and a "warning + 2.3 million to 30,000 fines" on the responsible person.
The author summarizes the core points of the violation of this letter as follows:
This punishment seems to have pulled ST off the altar: the reorganization was just completed at the end of 2021, and the improvement in 2021 was just achieved, and in the blink of an eye, it began to lose money in 2022. In 2022, the company achieved a total operating income of 26.2 billion yuan, a year-on-year decrease of 7154%；The net profit loss attributable to the parent company was 9758110,000 yuan, compared with a profit of 6 in the same period last year9 billion yuan.
The second letter of the old trick is repeated.
There's a wonderful saying: when you look back, you can see that there are always things that happen that have been traced or planned for a long time.
Just as the CSRC's confusion about ST's re-filing of the case on May 15, 2023 and the announcement of the Advance Notice of Administrative Penalty (hereinafter referred to as the "Pre-Punishment") issued on December 7, 2023 made people pause, we found that as early as September 18, 2021, before the successful reorganization, ST Shida had already laid the groundwork for the second letter disclosure violation this year.
"Pre-Punishment" details the violations: First, failure to disclose important contract conclusion matters as required, that is, on December 28, 2021, ST Shida and Lin Qiang signed the "Shenzhen Xingfei Technology *** Equity Transfer Agreement";The second is that there is a false record in the interim report that the impact of the matters involved in the qualified opinion of the 2020 audit report has been eliminated, simply put, ST Shida has an uncollected payment totaling 0US$1.8 billion (equivalent to RMB 1 after exchange rate changes.)1.5 billion yuan, accounting for 78 percent of the sales revenue26%), the uncollected payment was also issued a qualified audit report by ZTE Caiguanghua Club in the 2020 financial statements. In order to eliminate the impact of the matters involved in the qualified opinion of the audit report, ST Shida fabricated the fact that all the remaining payment had been recovered and disclosed on September 18, 2021 in the interim report "Announcement on the Elimination of the Impact of the Matters Involved in the Qualified Opinion of the 2020 Annual Audit Report" by means of self-financing, setting up a shell wholly-owned grandson company to collect the payment on behalf of the company, signing the "Agreement on Entrusted Collection and Payment of Payment", and coordinating with a third-party entity to post funds without commercial substance. Special explanation of the board of directors of the company on the elimination of the impact of the matters involved in the qualified opinion of the 2020 audit report.
The author speculates that these two specific violations of laws and regulations should be ST Shida's "self-help" behavior, but this "self-help" behavior was covered up by reorganization and was only exposed after nearly two years.
The author summarizes the core points of the violation of this letter as follows:
Friendly reminder: The copyright of this article belongs to Guangdong Huashang (Xi'an) Law Firm, ** and citation are welcome, but it is not easy to be original, ** and citation must indicate the source;This article only represents the research views of our team, which are based on a preliminary analysis of the official information currently available to the public, and do not rule out the revision of conclusions caused by the emergence of more facts after the case enters the trial procedure. The information or opinions expressed in this article do not constitute any investment advice, and the team does not accept any responsibility for any actions taken as a result of the use of the conclusions contained herein.