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Interface News reporter | Niu Qichang
As a "gold concept stock", when itFreecryptogames2021When his peers are busy counting money, * ST Zhongrun (rights protection) (000506)Freecryptogames2021.SZ, China Resources) is in troubled times.
Following the "wearing a hat" due to non-standard audit reports and continuous negative deduction of non-net profits, * ST Zhongrun has already eaten 15 falling limit boards, and now it has been questioned by the Shenzhen Stock Exchange one after another, pointing to major asset exchange transactions, internal controls or major defect risks that lead to the annual audit accountants being unable to express their opinions.
On the evening of May 26th, the Shenzhen Stock Exchange issued an annual report inquiry letter to * ST China Resources, requesting the company to explain whether there is a related relationship between the former shareholder, Ren Bo and its related parties of Shenzhen Mawei Titanium Industry Co., Ltd. (hereinafter referred to as "Mawei Titanium") and the company and its controlling shareholders, the actual controller, Dong Jiangao and his related parties of the company, or whether any form of business and capital exchanges, sources of cooperation, etc., may tilt other interests.
From the point of view of the secondary market, * ST did not accidentally record the limit again. As of May 27, the company's share price closed at 2.Freecryptogames2021.13 yuan per share has fallen by the limit for 16 consecutive trading days, nearly 56% lower than before the disclosure of the annual report.
The continuous falling limit made investors feel helpless and questioned that the company had done nothing about it. * at the results presentation, ST Zhongrun apologized for the continuous decline in the company's shares and said that it was continuing to communicate with accountants and make every effort to supplement audit information as required to eliminate the impact of matters that could not be expressed.
The operation of "strange" is questioned.
Interface News noted that the reason why * ST Zhongrun was issued a "non-standard opinion internal control audit report" by accountants can be traced back to a major asset swap transaction completed in August 2023.
At that time, Zhongrun Resources replaced with 100% equity of Shandong Zhongrun Group Zibo Real Estate Co., Ltd. (hereinafter referred to as "Zibo Real Estate") and 100% equity of Jinan Xingrui Commercial Operation Co., Ltd. (hereinafter referred to as "Jinan Xingrui"). With Mawei Titanium holding 51% equity interest in Xinjin International Co., Ltd. (hereinafter referred to as "Xinjin Company"), the asset exchange was completed on August 7, 2023.
On August 11 of the same year, that is, only four days after the completion of the above delivery, the shareholders of Mawei Titanium Industry were changed from natural persons and institutions such as Yan Gaoming to Shandong Ruishi property Management Co., Ltd. (hereinafter referred to as "Shandong Ruishi"). As a result, the actual controller of Mawei titanium industry has also been changed to a natural person, Ren Bo.
This "strange" operation triggeredFreecryptogames2021Questioned by the annual audit accountant.
The accounting firm Lixin said it was unable to obtain sufficient and appropriate audit evidence on the commercial nature of the two transactions, namely, whether the change involved potential related party relationships and related transactions, whether it formed a package transaction with the asset exchange transaction, and the commercial essence of the asset replacement and shareholder change transactions, four days after the completion of the asset exchange. It is also impossible to judge the possible impact of this matter on the financial statements of China Resources Resources.
In this regard, the Shenzhen Stock Exchange requested * ST Zhongrun to explain whether there is a related relationship between Mawei Titanium's original shareholders, Ren Bo and its related parties and the company and its controlling shareholders, actual controllers, Dong Jiangao and its related parties, or whether any form of business and capital exchanges, sources of cooperation and other situations that may tilt other interests.
At the same time, it further explains the reasons for the change of shareholders in Mawei Titanium Industry 4 days after the completion of the asset replacement mentioned above, and explains 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, combined with the contents of the agreement and transaction arrangements to explain whether the change of shareholders of Mawei Titanium Industry and major asset replacement constitute a package transaction. It also explains whether there are undisclosed related relationships and related transactions that should be disclosed, and whether the previous information disclosure is true, accurate and complete.
At the results presentation held on May 23, when investors asked about the above shareholder changes, * ST Zhongrun only said, "the subsequent shareholder change of Mawei Titanium is the independent industrial and commercial change of Mawei Titanium."
Interface News noted that as the new controller of Mawei titanium industry, Ren Bo's identity in addition to Shandong Ruishi real estate controller, or China Resources tomorrow (Zibo) Real Estate Co., Ltd. legal person, has previously served as a legal person and shareholder of Zhongrun Hyde (Zibo) Real Estate Co., Ltd.
Specifically from the asset exchange point of view, Zhongrun Resources purchase Zibo 100% equity and Jinan Xingrui 100% equity trading price of 699 million yuan, the evaluation value-added rate of 92.88%, 80.58% respectively. In contrast, the new gold company's evaluation value-added rate is as high as 8594%, of which the book value of the mining rights of the Malawian Makangila zirconium-titanium placer is 1.297 billion yuan, accounting for 55.38% of the total assets and 186.35% of the net assets.
In this regard, the Shenzhen Stock Exchange requires the company to explain whether the transfer price, pricing basis and payment arrangement of 100% equity in Mawei Titanium Industry is different from the transaction price of the above-mentioned assets, fully explaining the reasons for the difference and its rationality. And explain whether this major asset exchange evaluation harms the interests of listed companies and minority shareholders, and whether it has a commercial essence.
Miss the soaring dividend of gold price
Public data show that the main business of China Resources Resources includes gold as the main variety of mining and real estate development and construction, sales and rental of their own property. Among them, in terms of mineral resources, the company's holding company, Watukola Gold Mine in Fiji, is mainly engaged in gold exploration, mining, smelting and sales of finished products.
In 2017, the real estate business once accounted for half of the revenue of China Resources Resources. Since then, with the decline of the real estate industry, the company continues to adjust its business share. As of 2023, the company's real estate sales revenue accounted for 9.86%, and gold sales accounted for 84.76%.
However, although Zhongrun Resources has gradually completed its transformation to the gold mining industry and the international gold price has soared in the past year, the company has still recorded a non-net profit loss for seven consecutive years.
财报数据显示，*ST中润2023年实现营业收入2.84亿元，同比增长2.61%，实现归母净利润3001.73万元，比上年同期下降88.14%。分行业看，公司黄金销售实现收入2.41亿元，同比去年仅仅微涨0.04%，显然错失了这波金价暴涨的红利。
在黄金价格如此景气的年份，公司却还在亏损经营，这也引发了投资者的不满。
在业绩说明会上，*ST中润对此解释称，“瓦图科拉金矿目前采矿设备和设施老化严重，通风、排水、采运设备完好率低，严重影响了生产量和效率，近年来生产能力长期徘徊在低位。由于资金的限制，瓦图科拉金矿一直采取打补丁的方式对矿山进行局部整改，效果不佳。”
有意思的是，在公司黄金业务停滞不前的情况下，反倒是房地产业务去年实现收入2802.34万元，同比大增310.59%。对此，深交所要求其说明房地产业务营业收入大幅增长的原因。
实际上，*ST中润去年之所以业绩同比下降，主要原因是2023年投资收益较上年同期下降了56%。
*ST中润报告期内投资收益为1.82亿元，占利润总额比例为1156.11%。也就是说，能够勉强支撑*ST中润盈利的关键正是前述关于马维钛业的重大资产置换交易，公司确认收益1.75亿元。若除去上述交易等，公司扣非净利润为-1.27亿元，已经连续七年为负。
对此，深交所也发出质疑，要求公司详细说明报告期确认投资收益的具体测算过程、确认依据及合理性，结合相关会计处理方式，说明是否符合《企业会计准则》的相关规定。
在主营业务增长乏力的背景下，深陷债务危机的*ST中润也面临着较大的流动性风险。
截至报告期末，*ST中润的货币资金余额仅为522.59万元，其中含冻结资金222.42万元。而公司短期借款则超过8500万元，流动负债合计高达9.07亿元。
另据公司3月8日披露的 《关于诉讼进展暨债务逾期的公告》，逾期债务总计达3.21亿元，占公司2022年经审计净资产的50%。
对此，深交所要求公司结合货币资金状况、运营资金周转计划、经营和投融资安排、财务费用规模、资产负债状况等，说明现有可支配的货币资金能否满足日常经营需要，以及拟采取的应对措施。
针对下一步公司债务问题是否会申请重整，*ST中润表示，公司目前未收到相关方提出的具体重整方案，如有必要公司也会考虑相关方案。
