The China Securities Regulatory Commission (CSRC) and the stock exchange have recently continued to crack down on all kinds of financial fraud in accordance with laws and regulations.
*: Photo.comThe third quarterly report is overcounted by 2300 million yuan of income, one of the implementing entities has been cancelled
Recently, LPSK (002333SZ) received a warning letter from the Jiangsu Supervision Bureau of the China Securities Regulatory Commission.
In the daily supervision, the Jiangsu Securities Regulatory Bureau found that LPSK corrected the accounting errors related to the business of building materials and aluminum rods operated by Suzhou Innova Construction Technology Co., Ltd. and Suzhou Fengxinyuan New Material Technology Co., Ltd. (hereinafter referred to as Fengxinyuan), and the business revenue recognition method was adjusted from the total amount method to the net method, resulting in the company's operating income in the first quarter of 2021, the semi-annual report of 2021 and the third quarter of 2021 respectively950,000 yuan, 12,302690,000 yuan, 23,645240,000 yuan.
LPSK disclosed inaccurate information in the above-mentioned financial reports, which violated the relevant provisions of the Administrative Measures for Information Disclosure of Listed Companies, and the company's chairman Gong Changyi, then general manager Huang Tongyu, and then chief financial officer Yu Jun failed to be diligent and conscientious, and were issued warning letters together.
According to the company's historical announcement, Suzhou Innova has been mainly engaged in the business of aluminum alloy finished doors and windows since its establishment, and began to engage in the building materials business in the third quarter of 2020, mainly for the purpose of increasing the efficiency of capital utilization and increasing the profits of listed companies. The main reason why Suzhou Innova carries out this kind of business is that Suzhou Innova has been in a state of loss for a long time, and its first-class business can reduce tax expenses to a certain extent.
In 2021, LPSK began to integrate various businesses, and Suzhou Innova's ** business was gradually changed to Fengxinyuan, and its finished doors and windows business was gradually transferred to the parent company for implementation. In September 2022, Suzhou Innova completed the industrial and commercial cancellation.
According to the 2021 semi-annual report disclosed by the company, in order to fully improve the efficiency of the use of idle funds and improve the company's overall operating performance, LPSK carried out aluminum rods, building materials and other first-class businesses in the current period, increasing the relevant operating income by 14585390,000 yuan. The company's current material sales revenue was 15317060,000 yuan, compared with 731 in the same period last year670,000 yuan, an increase of 1993%.
At the same time as the release of the 2021 annual report, the company disclosed the "Announcement on the Correction of Accounting Errors in the Previous Period", stating that in the early stage of the business of building materials and aluminum rods of Suzhou Innova and Fengxinyuan, LPSK judged that the company assumed the main risks of the commodity, so it recognized the revenue and carried forward the corresponding costs according to the full method, and accordingly prepared the financial statements for the first quarter, half year and third quarter of 2021.
However, after discussion with the annual audit accountant, the judgment on the business is not limited to the legal form of the contract, but the deeper business substance. Therefore, the company believes that before and after the transfer of commodities in the building materials and aluminum rods** business, the company actually did not bear the main risks of the commodities, and out of prudence, it recognized revenue on the net method instead.
The above-mentioned accounting errors led to the company's first-quarter, semi-annual and third quarterly reports of 2021 overstating operating income by 5,864950,000 yuan, 12,302690,000 yuan, 23,645240,000 yuan, accounting for the operating income before the correction of each period. 09%；At the same time, the operating cost was overcharged by 5864950,000 yuan, 12,302690,000 yuan, 23,645240,000 yuan, accounting for the operating costs before the correction of each period. 98%。
It is not difficult to find that the revenue and cost of LPSK's ** business are completely consistent, and have not brought substantial benefits to the company. The same is true for cash flow, as the above-mentioned accounting errors led to the company's first-quarter, semi-annual, and third quarterly reports in 2021, including "cash received from the sale of goods and provision of services" and "cash received from the purchase of goods and payment for services" in the company's first-quarter, semi-annual, and third quarterly reports of 2021310,000 yuan, 7554200,000 yuan, 16191150,000 yuan.
Subsequently, the Company further disclosed its ** business model in response to feedback on the non-public offering application documents.
Under this business, LPSK places purchase orders according to the number of sales orders, and the sales and purchase contracts are signed almost at the same time, and the number of goods is the same, which is a one-to-one relationship. The company bears the main responsibility for the transfer of goods to the customer, but at the same time transfers the responsibility to the upstream ** merchant through the purchase contract. The company does not take the initiative to "hoard goods", and the goods are generally delivered directly to the customer's designated place by the purchaser, and do not bear inventory risks, such as fair value changes, physical damage and loss, unsalable backlogs, quality defects, etc.
It can be seen that the transfer of control of the sales of building materials and aluminum rods and the purchase of goods carried out by LPSK was realized almost at the same time, and the company was essentially a person.
The new actual controller brings new business
Also in 2021, Gong Changyi officially became the owner of LPSKING.
In April 2020, LPSK announced that the controlling shareholder LPSK Holdings***hereinafter referred to as: LPSK Holdings) and Suzhou Zhongheng Investment***hereinafter referred to as Suzhou Zhongheng) signed the "Share Transfer Agreement", agreeing to transfer the listed company to Suzhou Zhongheng for a consideration of 1.2 billion yuan2984% of the shares. At the same time, LPSK plans to raise 505.5 million yuan from Suzhou Zhongheng's private placement, and it is expected that Suzhou Zhongheng's shareholding ratio will increase to 45 after the completion of the issuance97% and became the new controlling shareholder. Gong Changyi, as the actual controller of Suzhou Zhongheng, will also become the new actual controller of the listed company.
In May, the transfer of shares involved in the equity transfer was completed, and the shareholding ratio of LPSK Holdings was reduced to 3561%, Suzhou Zhongheng's shareholding ratio increased to 2984%, becoming the second largest shareholder of the listed company. In June, Suzhou Zhongheng changed its name to Zhongyifeng Holding Group***hereinafter referred to as: Zhongyifeng Holdings).
In January 2021, LPSK Holdings transferred another 1524% of the shares of the listed company were transferred to Qian Fang, the director at the time, and his shareholding ratio fell to 2037%。Since then, Zhongyifeng Holdings has become the largest shareholder of the listed company, and the actual controller of LPSK has been changed to Gong Changyi. In March, the private placement was completed, and the shareholding ratio of Zhongyifeng Holdings increased to 4597%。
According to LPSK's disclosure, Zhongyifeng Holdings is the controlling shareholder of Zhongyifeng Construction Group Co., Ltd., a well-known large-scale construction contractor in Jiangsu Province. Zhongyifeng Construction has the double special qualification of general contracting of construction engineering construction and general contracting of municipal public works construction, and has been ranked among the top 500 private enterprises in China for many years, and ranked among the top 10 in the comprehensive strength of the construction industry in Jiangsu Province.
Also from 2020, LPSK has launched a series of new businesses around the construction industry in addition to the business related to the aluminum material industry chain.
LPSK said that due to the poor profitability of the company's traditional aluminum profile business, Zhongyifeng Holdings, as the new controlling shareholder, has implemented a series of measures to improve operations in order to strengthen the company's profitability and improve its ability to resist risks, including the development of building materials business.
The company also acquired Suzhou Zhongyifeng Technology from Zhongyifeng Holdings, and Suzhou Founder Engineering Technology Development and Testing Co., Ltd., and introduced intelligent engineering construction business and inspection and testing business. In July 2021, Fengxinyuan signed a framework agreement with its related party, Zhongyifeng Construction, on the lease of the buckle, and began to carry out the lease business in the current period. Starting from April 2022, the buckle business will be transferred from Fengxinyuan to the parent company.
In the first half of 2023, the company's building materials** revenue increased by 404 year-on-year45% to 3040120,000 yuan. The revenue from smart engineering construction, testing services, and inventory leasing also grew rapidly, with 13,516 in the first half of 2023100,000 yuan, 5485210,000 yuan, 2190270,000 yuan, the total income of the four businesses accounted for 33 of the company's overall revenue in the first half of the year51%。
It is worth noting that LPSK's related sales to related parties such as Zhongyifeng Construction include building materials sales, buckle leasing, intelligent installation services, power supply, testing and so on, with a total of 13,014 related party sales in the first half of 2023750,000 yuan. If the income related to ** and power business is counted according to the total amount method, the amount will reach 53858660,000 yuan, of which 38,928220,000 yuan is sold to Zhongyifeng Construction.
From January to November 2023, LPSK sold 61686 products and commodities to Zhongyifeng Construction950,000 yuan, and the amount of related party transactions in 2024 is expected to be 75000000 yuan (the amount of building materials is based on the total amount method).
After launching a series of new businesses, LPSK's operating income in 2021 increased by 71% year-on-year84% to 144.3 billion yuan, and the net profit attributable to the parent company also increased by 2521% to 3365050,000 yuan, but in 2022, both will decline, and the income will drop to 138 billion yuan, and the net profit attributable to the parent company was a loss of 4925420,000 yuan. In the first three quarters of 2023, the company's performance turned around, and the net profit attributable to the parent company recorded 5233660,000 yuan, and the operating income also rose by 22 year-on-year27% to 116.9 billion yuan.
However, with the development of new business, the company's accounts receivable soared, and the closing balances in 2020, 2021, and 2022 were 22.2 billion yuan, 44.9 billion yuan, 71.7 billion yuan, compared to only 3478 in 2019810,000 yuan. At the same time, the company's prepayment at the end of 2020 and 2021 was 4492780,000 yuan, 7951890,000 yuan, of which it is related to ** business. 86%, still reaching 7293 at the end of 2022670,000 yuan.