Producer: Sina Finance Listed Company Research Institute
Text/Something to go by
In recent years, in the context of the normalization of registration-based delisting and related policy support, listed companies in financial difficulties are taking bankruptcy reorganization as a fresh channel for risk.
According to the data, as of December 31, 2023, there have been 118 listed companies in mainland China that have been approved by the court to approve the reorganization plan, of which 64 have been since 2019, accounting for 54.24%, more than half. It should be pointed out that in the bankruptcy and reorganization cases of A-share listed companies, ST companies are the majority. According to incomplete statistics, 15 companies that were approved by the court in 2023, including *ST Jinglan, *ST Zhengbang, and *ST Doushen, have all completed the implementation of the plan.
It is quite noteworthy that *ST Rongtai seems to be about to get out of the predicament and reverse the trend by virtue of the reorganization, and is about to successfully take off the hat. However, it is quite surprising that the company's sustainability ability has been questioned by regulators, and whether there may be uncertainties in the future or whether it deserves great attention from investors.
Questionable sustainability The letter of inquiry has not been answered for a month
*ST Rongtai has achieved a turnaround after bankruptcy reorganization.
On June 5, 2023, the company was applied for reorganization by creditors, on September 6, 2023, the Jieyang Intermediate People's Court decided to initiate a pre-reorganization of Guangdong Rongtai, on November 24, 2023, the Jieyang Intermediate People's Court ruled on the reorganization of Guangdong Rongtai, on December 25, 2023, the Jieyang Intermediate People's Court ruled to approve the reorganization plan, and on December 29, 2023, the Jieyang Intermediate People's Court ruled to confirm the completion of the implementation of the reorganization plan.
According to the reorganization plan, the company's existing IDC business is mainly based on the asset-light operation model, and many bottlenecks have emerged in the further development of the business. After the completion of the reorganization, the future business development direction is to focus on the main business of data center and simultaneously develop the computing power industry. The company will focus on the three major customer markets of "government and scientific research + financial information innovation AI + Internet customers", take the data center as the foundation and the computing power industry as the goal, deeply cultivate the computing power industry chain, focus on the computing power base, computing power service, computing power operation, computing power scheduling, and explore the coordinated development of new energy and computing power center.
It is worth noting that the company's stock price has risen by more than 200% since the reorganization.
来源：wind
Under the reorganization, the company's book performance has also successfully turned losses into profits. According to the reorganization plan, the company increased its share capital by 774,436,609.00 shares, increased its capital reserve by 1.29 billion yuan, and generated debt restructuring income of nearly 300 million yuan. As of the end of the 2023 reporting period, the company's net assets were 625 million yuan, the company's net profit attributable to shareholders of listed companies in 2023 was 82.5734 million yuan, and the net profit attributable to shareholders of listed companies after deducting non-recurring gains and losses was -220 million yuan.
However, shortly after the release of the company's annual report, the company has been subjected to continuous regulatory questions, and the company has not responded to relevant inquiries for more than a month.
On March 23, the Shanghai Stock Exchange required the company to explain the calculation process and basis of the debt restructuring income recognized in the current period, and at the same time explain whether the debt risk involved in the company in the previous period has been completely resolved, and whether there is any material uncertainty in the company's ability to continue operations.
At the same time, *ST Rongtai's current many lawsuits and asset restrictions are also an important part of the SSE's inquiry. According to the announcement, the company's net profit after deducting non-profits in 2023 will be -220 million yuan, as of the end of 2023, the company's uncompensated losses will reach 2.565 billion yuan, more than one-third of the total paid-in share capital, and the total restricted assets caused by loan mortgage and judicial seizure will be 634 million yuan. The SSE requires the company to disclose the progress of the unfreezing of core assets such as land use rights, the progress of repayment of relevant debts, the progress of the implementation of the disposal plan of the chemical materials business, and the recovery of relevant funds, explain the use and duration of the above-mentioned restricted assets, whether there is a material adverse impact on the company's production and operation and the countermeasures, and analyze the impact of relevant litigation on the company's ability to continue operations, and whether the provision for relevant estimated liabilities is sufficient.
It is worth noting that the company has repeatedly delayed regulatory inquiries and has not responded to relevant inquiries as scheduled. Whether the company may be uncertain in the future may be worthy of investors' attention.
On the evening of April 25, the company released a first-quarter performance announcement, saying that the revenue in the first quarter of 2024 will be about 98.37 million yuan, an increase of 9.05% year-on-year, the net profit attributable to shareholders of the listed company will be about 4.24 million yuan, and the basic earnings per share will be 0.003 yuan.
The applicant for financial fraud and the actual controller were arrested
It should be pointed out that after the company successfully reorganized, it applied for the removal of the hat. On the evening of March 18, the company announced that the stock met the conditions stipulated in Article 9.3.6 of the "Shanghai Stock Exchange Stock Listing Rules" to apply for the cancellation of the company's shares to implement the delisting risk warning, and had submitted an application to the Shanghai Stock Exchange to cancel the company's shares to implement the delisting risk warning and other risk warnings.
After the implementation of the reorganization plan is completed, the controlling shareholder of the company is planned to be changed to City Intelligent Computing, and the actual controller is changed to Wu Jing.
It is reported that according to the "Reorganization Investment Agreement", the consortium formed by City Intelligent Computing and Huazhu Technology participated in the reorganization of the company as a reorganization investor, and officially became the reorganization investor of Guangdong Rongtai after the reorganization plan of Guangdong Rongtai was approved by the Jieyang Intermediate People's Court, and jointly received 709 million shares of the company to implement the capital reserve conversion with the financial investor, accounting for 47.98% of the total share capital of the company after the implementation of the capital reserve conversion into shares. After this change in equity, Gao Dapeng holds 118 million shares of the company, accounting for 7.98% of the company's total share capital after the change, and Gao Dapeng will no longer be the controlling shareholder and actual controller of the company. City Intelligent Computing holds 230 million shares of the company, accounting for 15.56% of the company's total share capital after changes, and is the controlling shareholder of the company. There is no concerted action relationship between City Intelligence and Huazhu Technology, and City Intelligence is a company controlled by Wu Jing, so after this change in equity, the actual controller of the company will be changed to Wu Jing.
It should be pointed out that the original actual controller of the company was arrested. On May 25, 2023, the listed company learned according to the relevant documents issued by the Supervision Commission of Shunyi District, Beijing, that Mr. Gao Dapeng, the actual controller of the company, was placed in custody and placed on file for investigation. On August 25, 2023, the listed company received the "Arrest Notice" issued by the Beijing Shijingshan District People's Procuratorate (Jingshi Jian Zhutong [2023] No. 7) provided by the family of Mr. Gao Dapeng, the actual controller, and learned that Mr. Gao Dapeng was arrested on August 8, 2023 on suspicion of embezzlement, and was arrested in accordance with the law by the decision of the Beijing Shijingshan District People's Procuratorate.
In addition, the company committed financial fraud and the occupation of funds.
In the 2021 annual audit, the listed company found that the company's controlling shareholder and its related parties at that time had occupied the company's funds, and as of December 31, 2021, the original controlling shareholder and its related parties had occupied the company's funds for non-operational purposes of 328.4314 million yuan. As of June 28, 2022, the original controlling shareholder and its affiliates have returned a total of 328.4314 million yuan of funds occupied by the listed company, and all the funds occupied by the controlling shareholder and its affiliates for non-operating purposes have been returned.
In 2018 and 2019, the company committed financial fraud (inflated profits), of which the fictitious profits were inflated by 12.2469 million yuan through fictitious sales receipts in 2018, 31.2423 million yuan through fictitious sales proceeds in 019, and 11.7799 million yuan inflated profits through fictitious factoring business, totaling 43.0222 million yuan.