More than 40,000 shareholders fried the pot! Another listed company exploded a thunderstorm in the middle of the night: 1.3 billion yuan was swept away and filed by the China Securities Regulatory Commission

In the middle of the night, more than 40,000 people stepped on the thunder. On the evening of December 22, Weichuang shares (002308. SZ, with a market value of 4.368 billion yuan) announced that the company received the "Notice of Case Filing" issued by the China Securities Regulatory Commission on December 22, 2023. Due to the company's suspected illegal information disclosure, the China Securities Regulatory Commission decided to file a case against the company. At present, the company's business situation is normal.

On the same day, it was announced that the company received the "Notice of Case Filing" issued by the China Securities Regulatory Commission on December 22, 2023. Because Liu Jun, the company's proposed acquirer, was suspected of violating laws and regulations in information disclosure, the China Securities Regulatory Commission decided to file a case against Liu Jun.

It is understood that Weichuang Co., Ltd. is mainly engaged in ultra-high-resolution digital videowall system business (VW business) and child growth platform business. In the first three quarters of this year, Weichuang's revenue and net profit both decreased year-on-year, of which the cumulative revenue was 363 million yuan, a year-on-year decrease of 15.68%. In a single quarter, in the third quarter, the company achieved revenue of 120 million yuan, a year-on-year decrease of 24.81%, and a net profit of -15.55 million yuan, a year-on-year decrease of 130.4%. In the first three quarters, Weichuang achieved basic earnings per share of 0.01 yuan, a year-on-year decrease of 87.5%.

1.33 billion yuan was swept away and not returned

The resignation of the secretary of the board of directors and independent directors was also not disclosed

On the evening of the 22nd, Weichuang announced that the company had recently conducted a comprehensive self-examination of the company's funds, finances, information disclosure, personnel changes and other matters.

1. After self-examination, on September 20, 2023, Jiangsu Sunshine Group Co., Ltd., the controlling shareholder of Monsas (Taizhou) Investment Co., Ltd., the limited partner of Taizhou Zhongshu Wluwer Equity Investment Partnership (Limited Partnership) (hereinafter referred to as "Zhongshu Wolters Kluwer"), and Jiangxi Xiling Energy Co., Ltd. (hereinafter referred to as "Xiling Energy") signed the "Equity Transfer Cooperation Framework Agreement", according to which Xiling Energy will obtain control of Zhongshu Wolters Kluwer through investment relations in the next 12 months. Liu Jun, the actual controller of Xiling Energy, the proposed acquirer, transferred 1.33 billion yuan of the company's funds to the bank account controlled by him through a condominium bank account from September 28 to October 27, 2023, and returned the company in full on October 31, but since November 1, it has been transferred out of the company in batches, and the funds have not been returned to the company as of the disclosure date of this announcement.

2. After self-examination, Zhang Shuhan, the current secretary of the board of directors of the company, submitted a resignation report to the board of directors on November 3, 2023, and Zhang Wendong, an independent director, submitted a resignation report to the board of directors on November 30, 2023. The resignation information of the above two directors and senior executives has not been disclosed as of the disclosure date of this announcement because the company is in the stage of being investigated.

According to a previous report by every economic network, in August 2020, the controlling shareholder of Weichuang shares changed, and Weichuang Investment transferred 24.22% of the company's shares to Zhongshu Wolters Kluwer, which became the new controlling shareholder, but the company changed to no actual controller;In December 2020, the shareholders of Taizhou Monsas, a limited partner of Zhongshu Wolters Kluwer, were determined by Shanghai Monsas (holding 99.93% of Zhongshu Wolters Kluwer shares) was changed to Jiangsu Sunshine Group Co., Ltd. (hereinafter referred to as Jiangsu Sunshine Group), and the legal representative of Taizhou Monsas was also changed to Lu Yu. From January 2021 to October 2022, Lu Yu served as the assistant to the general manager of Weichuang Co., Ltd., and was elected by the board of directors as the general manager in October 2022, becoming the leader of the senior management team, and at the same time entered the board of directors as a non-independent director, and became the chairman of Weichuang Co., Ltd. in June 2023.

It is worth noting that the Jiangsu Sunshine Group behind Lu Yu has a poor reputation in the capital market. In October, Jiangsu Sunshine and Sihuan Biology both announced that the actual controller Lu Keping was filed by the China Securities Regulatory Commission on suspicion of manipulating the securities market, and Lu Keping is Lu Yu's father, and his Jiangsu Sunshine Group is a well-known enterprise in the wool textile industry. As the actual controller of Sihuan Biology, Lu Keping also pledged a high proportion of Sihuan Bio's shares for the "Sunshine System" blood transfusion.

Spend hundreds of millions of dollars on "procurement"

Directors: Doubts about the necessity and reasonableness

According to a previous report by Meijing.com, on October 30 this year, Weichuang released its third-quarter financial report. According to the financial report, in January ~ September this year, Weichuang Co., Ltd. achieved operating income of 363 million yuan, a year-on-year decrease of 15.68%, a net profit attributable to shareholders of listed companies of 13.471 million yuan, a year-on-year decrease of 82.36%, and a decrease of 92.8% after deducting non-net profit.

Poor performance is not the point, according to the disclosure of Weichuang shares, the company's board of directors meeting with 7 votes agreed, 1 vote against, deliberated and passed the "about

Li Ang, the director of the company, could not guarantee the truthfulness, accuracy and completeness of the content of the company's report for the third quarter of 2023, so he voted against. According to Li Ang's statement, the reason for his objection was that Weichuang signed procurement contracts with two trading companies in May and August this year and paid 310 million yuan and 230 million yuan in advance respectively, accounting for 80% of the total contract price, and fully recovered it in October this year. However, after inquiring about industrial and commercial information, the above two trading companies are affiliated companies, and the registered capital is low, which does not match the amount of this trade. Li Ang had doubts about the necessity and reasonableness of the purchase contracts signed between Weichuang and the two trading companies, and could not judge whether there was any occupation of the company's funds through advance payment.

Li Ang questioned that the total purchase money of 540 million yuan prepaid by Weichuang to the two trading companies could not be judged whether it constituted capital occupation. "As of the convening of the board of directors, the company has not submitted corresponding and sufficient supporting materials, so combined with the company's operating characteristics, the relevant information provided by the analysis and judgment, it is believed that the above-mentioned prepaid funds are more likely to be borrowed funds, if they are indeed funded, they should not be reported in the third quarterly report 'prepayment' project. At the same time, if the above-mentioned advance payment of 540 million yuan is indeed an external funding or capital lending behavior, it should be submitted to the board of directors of the company in advance for review and disclosure in accordance with the regulatory provisions of listed companies. Leon stated in his dissenting opinion.

The reporter noted that as of the end of September, the balance of monetary funds of Weichuang shares was 1.008 billion yuan, a decrease of 313 million yuan from the beginning of the year. The explanation given by Weichuang shares in the third quarter report for the prepayment of 540 million yuan is that the company signed procurement contracts with two suppliers in May and August, and after the contract was signed, the company prepaid a total of 540 million yuan to the two suppliers in August and September, and then the company terminated the procurement contract in advance based on its own business needs. The company recovered the aforementioned prepayment of 540 million yuan in October, and as of the disclosure date of this report, the prepayment has been fully recovered without any loss to the company.

According to the company's disclosure, in fact, in the first half of this year, Weichuang shares also had large capital exchanges with other companies. From January 1 to April 19 this year, the company has accumulated a large outflow of about 270 million yuan. The money was recovered on April 19 this year. Weichuang said that the above large amount of capital transactions did not have a substantial adverse impact on the company. However, in the same way, Weichuang shares did not disclose in detail the specific transaction object and transaction content of the above-mentioned 270 million yuan of current payment.

Editor|Wang Yuelong, Du Hengfeng

Proofreading|Liu Xiaoying

Cover image source: Visual China

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