Interface News Reporter | Guo Jingjing
After the 2023 annual report was issued with a qualified audit opinion, New Schindler (300518. SZ) was issued an inquiry letter for its annual report by the Shenzhen Stock Exchange on May 13.
On April 29, New Schindler released its 2023 annual report, showing that the company achieved operating income of 250 million yuan that year, a decrease of 51.42% from 2022; The loss in the same period was 255 million yuan, a year-on-year loss. In the first quarter of 2024, the company continued to lose money, with a single-quarter revenue decline of 63.33% year-on-year to 43.3855 million yuan, and a loss of 62.4603 million yuan in the same period.
New Schindler explained that its original game business and live streaming business revenue have decreased, and the new energy business engaged in cross-border has not yet been able to generate scale income. During the reporting period, the Nanyangshan Lithium Mine and Caijia Lithium Mine under the company's holding company, Guangyu Mining, have basically completed the basic construction of the plant area; At the same time, the company is deeply bound to local government resources and establishes a new energy industry fund; The company seeks cooperation to enter the hydrogen energy industry in a timely manner and accelerate the layout of new energy business.
The annual report was "non-standard", and it was asked whether engaging in mineral products trading business constituted financing trade?
New Schindler's 2023 annual report emphasizes that as of now, the company's business is operating normally, and various businesses are progressing steadily. However, Huaxing Certified Public Accountants (hereinafter referred to as "Huaxing Firm") issued an audit report with a qualified opinion of "Huaxing Shen Zi [2024] No. 24000840020" on the annual report of New Schindler.
Specifically, the basis of Huaxing's reservation involves two aspects: first, the commercial reasonableness and recoverability of the prepayment related to the trade of mineral products; The second is the commercial rationality and recoverability of the subsidiary's foreign investment.
According to Article 8 of the Chinese Certified Public Accountants Auditing Standard No. 1502 - Issuing a Non-Unqualified Opinion in an Audit Report, a certified public accountant shall issue a qualified opinion when one of the following circumstances exists, the second of which is that "the certified public accountant is unable to obtain sufficient and appropriate audit evidence as the basis for forming an audit opinion, but believes that the undiscovered misstatement, if any, may have a material impact on the financial statements, but is not extensive". Huaxing believes that the above-mentioned matters have a significant impact on the financial statements, but because they only have an impact on individual financial statement items such as "prepayment" and "long-term equity investment", and are not extensive, it issued an audit report with a qualified opinion.
According to the audit report, in 2023, New Schindler made advance payments of 37.8 million yuan and 61.038 million yuan respectively to Shanghai Yuanyuan Mining Co., Ltd. (hereinafter referred to as "Shanghai Yuanyuan") and Hainan Bloomage Supply Chain Management Co., Ltd. (hereinafter referred to as "Hainan Bloomage") for mineral trade. In 2023, Hainan Bloomage has arrived 46.7466 million yuan, and Shanghai Yuanyuan has not yet arrived. As of December 31, 2023, the closing balance of the prepayment of New Schindler to Shanghai Yuanyuan and Hainan Bloomage was 37.8 million yuan and 14.2914 million yuan, respectively.
At the same time, as of December 31, 2023, Shenzhen Shengxin New Technology Industrial Co., Ltd. (hereinafter referred to as "Shengxin"), a subsidiary of Xinxunda, has invested 50 million yuan in Zhongneng Xinchu (Beijing) Technology Co., Ltd. (hereinafter referred to as "Zhongneng Xinchu"), and according to the cooperation agreement in April 2023, Shengxin's shareholding ratio in Zhongneng Xinchu is 10%, which has a significant impact on Zhongneng Xinchu. As of December 31, 2023, all the paid-in capital of Zhongneng Xinchu was contributed by Shengxinxin, and all other shareholders did not have paid-in capital, and Zhongneng Xinchu did not use the special funds as agreed in the contract after receiving the investment funds.
Huaxing pointed out that as of the date of this report, based on the information obtained and the relevant audit procedures implemented, it was still unable to obtain sufficient and appropriate audit evidence for the above-mentioned prepayment, the commercial rationality and recoverability of the investment in Xinchu.
The board of directors of New Schindler stated that it is organizing the company's directors, supervisors and senior managers to actively take effective measures to eliminate the impact of the above matters on the company. At the same time, the company continued to actively cooperate with Huaxing, actively obtained more favorable direct and indirect material evidence, took a variety of measures to actively respond to the various opinions formed by the reservation, and strived to resolve the relevant unfavorable factors as soon as possible.
During the reporting period, the audit report involved in the company's prepayment event was not commercially reasonable, the company failed to reasonably choose the payment method, prevent the legal risk caused by improper payment methods, and ensure the safety of funds. As of the disclosure date of the announcement, Shanghai Yuanyuan has arrived; Hainan Bloomage Company is still actively following up to cooperate with the construction progress of the company's customers.
New Schindler also pointed out that in 2023, the company signed a cooperation agreement with Zhongneng Xinchu that includes the repurchase clause and the terms of the return of the investment money by the actual controller and the original shareholder, according to the agreement of the cooperation agreement, the above matters have expired on March 20, 2024, and the company will take the opportunity to start the repurchase to recover the relevant investment funds and reduce the company's investment losses.
On May 13, the Shenzhen Stock Exchange issued an annual report inquiry letter, requiring New Schindler to explain the specific situation of the company's mineral products trade and the impact on the company's financial situation, operating results and cash flow, and verify and explain the reasons and true purpose of the company's relevant business, whether the relevant business constitutes financing trade, whether it has commercial substance, and whether it involves the transfer of interests in combination with upstream and downstream customers, suppliers and payment settlement arrangements, whether the company actually controls the goods, whether it bears the risk of impairment of goods and the actual cost of funds to be borne by the company. On this basis, it is explained whether the relevant business is conducive to safeguarding the interests of the listed company.
Among them, New Schindler was questioned by the exchange about the transaction background, transaction intentions, whether other shareholders paid in the same proportion of capital contributions, the deposit and actual use of capital contributions during the holding period, verified and explained whether the relevant transactions involved the company's external financial assistance or the funds were occupied by non-operating purposes, and fully reminded the risk that the investment funds could not be recovered on time.
In addition, the Exchange requires Huaxing to verify the relevant issues and issue a clear opinion, and at the same time elaborate on the audit procedures carried out on the matters involved in the qualified opinion issued by the listed company's 2023 financial report, the audit evidence and conclusions obtained, and further explain the specific reasons why sufficient and appropriate audit evidence could not be obtained, and whether alternative procedures have been adopted.
New Schindler said that in order to prevent the recurrence of the situation involving the qualified opinion of the audit report, the company will pay close attention to and track the company's follow-up contract approval, procurement acceptance, capital payment and other internal control processes, especially the relevant business departments of the prepayment, foreign investment for dynamic tracking, if there is any abnormal situation to the company's management or governance in a timely manner, in order to urge the company to strictly perform the relevant approval procedures, to ensure the timely recovery of payment, and to control the risk of accounts receivable capital occupation.
Zoomlion imagines "loss of control", indicating that the sale of its control has actually caused the listed company to suffer greater losses?
It should be noted that New Schindler made an impairment provision of 208 million yuan for the remaining equity of Zoomlion Changxiang (Shenzhen) Network Technology Co., Ltd. (hereinafter referred to as "Zoomlion Changxiang"), a shareholding company, and the recoverable amount of the remaining equity of Zoomlion Changxiang held by the company as of the end of the reporting period was 42 million yuan.
The company said in the performance forecast that according to the unaudited financial statements provided by Zoomlion and the company's visit to understand its operating conditions, the net value of other receivables of Zoomlion in 2023 will be about 365 million yuan, the net assets will be about 447 million yuan, and the proportion of other receivables in net assets will be about 82%; The aforesaid other receivables are mainly loans to Jiangxi Yanyan Network Technology Co., Ltd. (hereinafter referred to as "Jiangxi Yanyan"), the controlling shareholder of Zoomlion Changxiang, and the recoverability of the relevant loans is in doubt.
In response to relevant inquiries from the Shenzhen Stock Exchange, New Schindler said that Zoomlion Changxiang had clearly refused the company's audit and evaluation in January 2024; At present, Zoomlion has only about 20 employees, and the main job is to operate two old games from eight years ago, and there is no new profit growth point. At the same time, Jiangxi Yanyan, the controlling shareholder of Zoomlion, has actually ceased business, and the main responsible personnel of Jiangxi Yanyan have lost contact.
In this regard, the Shenzhen Stock Exchange required New Schindler to explain whether the relevant bad debt provision was sufficient and reasonable; Combined with the progress of related matters and the performance commitment clause after the company's sale of control of Zoomlion to Jiangxi Yanyan at an overall valuation of 560.42 million yuan in December 2022, it is explained whether the sale of control of Zoomlion Changxiang has actually caused the listed company to suffer greater losses.
New Schindler was also required by the exchange to further verify whether the relevant impairment provision was timely and sufficient when the company sold the controlling stake in Zoomlion Changxiang, whether there was a delay in the provision for impairment in order to meet the impairment test and assessment requirements in the performance commitment clause, and whether the company and the company's two actual controllers had other undisclosed interest arrangements with Jiangxi Yanyan, the counterparty.
In addition, the exchange requires New Schindler to explain in detail the reasons and basis for the company's judgment that the recoverable amount of the remaining equity of Zoomlion Changxiang at the end of the reporting period is 42 million yuan, whether the relevant impairment provision is timely and sufficient, and whether there is a situation of inter-period adjustment of profits, based on the actual operation of Zoomlion Changxiang and Jiangxi Yanyan and the refusal of Zoomlion to cooperate with the company's audit and evaluation; It also explains the company's subsequent disposal plan for the remaining equity of Zoomlion and the recovery arrangement for the uncollected related party loans of Zoomlion Changxiang.
The cross-border transformation has not been effective, and the funds of related parties are frequently occupied
In addition, according to the 2023 annual audit report of New Schindler, in 2023, the company will have related transactions of about 101.22 million yuan from the related party Shandong Ruifu Lithium Co., Ltd. (hereinafter referred to as "Shandong Ruifu") and Shandong Ruifu's affiliated enterprises in the name of carrying out lithium ore entrusted processing trade business, and borrow a total of 10 million yuan from other closely related parties Beijing Wisdom Dingsheng Marketing Management Co., Ltd. (hereinafter referred to as "Wisdom Dingsheng"), and the above transactions essentially constitute the occupation of related party funds.
The Exchange requires New Schindler to explain in detail the specific circumstances of the above-mentioned related parties' capital occupation, including but not limited to the reason, method, formation time, daily maximum occupancy, responsible personnel, etc.; Explain in detail the specific time, method and source of funds for the return of the above-mentioned related parties, and provide relevant supporting materials; Explain the true purpose and nature of the large amount of capital transactions between the Company and the aforesaid related parties and the final flow of relevant funds, and on this basis, verify whether the capital occupation of the aforesaid related parties constitutes the capital occupation of the Company's controlling shareholder and its related parties.
According to the annual report, the operating income of New Schindler in each quarter of 2023 will be 118 million yuan, 56 million yuan, 41 million yuan and 34 million yuan respectively, and the scale of operating income in each quarter will decline rapidly, and losses will occur in all quarters except the first quarter. The exchange requires the company to explain the reasons and reasonableness of the company's operating income from the second quarter of 2023 in light of the development of its industry, the development of its main business, the competitive landscape, and comparable companies in the same industry, whether the relevant trend will continue, and whether it will have a material adverse impact on the company's ability to continue operations, and timely and fully warn of risks.
In addition, according to the 2023 annual report of New Schindler, the company's e-commerce direct sales business achieved operating income of 100.4119 million yuan in the reporting period, a year-on-year increase of 48.64%, and a gross profit margin of 13.29%, a year-on-year decrease of 2.21 percentage points, and the live broadcast e-commerce business achieved an operating income of 131.994 million yuan, a year-on-year decrease of 65.49%, and a gross profit margin of 80.56%, a year-on-year decrease of 14.66 percentage points.
The exchange requires New Schindler to explain the reasons for the substantial increase in the revenue of the e-commerce direct sales business, whether it is a significant dependence on individual products, and whether the growth is sustainable based on factors such as the company's business development, quarterly revenue trends, main products and major customers, sales prices, procurement costs and their changes; Verify and explain the reasons and reasonableness of the sharp decline in the gross profit margin of the e-commerce business, whether the relevant trends are consistent with those of comparable companies and businesses in the same industry, and timely and fully warn of relevant risks.
Jiemian News also learned that in 2022, Xinxunda acquired 80% of the equity of Lushi County Yurui Technology Co., Ltd. (hereinafter referred to as "Yurui Technology") and increased its capital by 147.2 million yuan to Yurui Technology. Yurui Technology holds 60% equity interest in Henan Guangyu Mining Co., Ltd. (hereinafter referred to as "Guangyu Mining"), and Guangyu Mining holds 100% equity interest in Caijia Lithium Mine and Nanyangshan Lithium Mine in Guanpo Town, Lushi County, Henan Province. In June 2023, the listed company acquired the remaining 20% minority stake in Yurui Technology held by Shandong Ruifu for 42.328 million yuan. In order to promote the development and construction of Sanmenxia lithium mine, as of the end of the reporting period, New Schindler has invested a total of 43.2273 million yuan in the construction of Caijia lithium mine concentrator (300,000 tons/year re-floating joint separation) project, with an investment progress of 65.68%.
New Schindler was required by the exchange to explain the use and flow of the company's capital increase of 147.2 million yuan to Yurui Technology, and verify whether the relevant funds actually flowed to the company's controlling shareholders, actual controllers and their related parties; Explain whether the provision for impairment of relevant mining rights and projects under construction is timely and sufficient; Combined with the fact that Shandong Ruifu and its related parties occupied the company's funds many times in 2023, further verify and explain whether there are other arrangements that should be disclosed and not disclosed in transactions such as the acquisition of 100% shares of Yurui Technology in two times and the increase in capital to it, and whether the relevant transactions involve the transfer of interests and whether they are conducive to safeguarding the interests of the listed company.
In February 2024, New Schindler announced that it intends to invest in Jiangsu Zhongxi Hydrogen Energy Technology Co., Ltd. and Taizhou Zhonghe Hydrogen Energy Technology Co., Ltd., which are engaged in the research and development and sales of metal cracking water vapor hydrogen production equipment and pyrolysis agents, with a capital increase of no more than 250 million yuan under the premise of satisfying the investment framework agreement. The company's monetary fund balance by the end of the reporting period in 2023 was 367 million yuan, a decrease of about 37% from the end of the previous year.
In this regard, the exchange requires New Schindler to analyze in detail the company's future main business development direction, whether it has sufficient funds and strength to operate a number of non-related businesses, and whether there is significant uncertainty in its ability to continue operations, taking into account the continuous shrinkage of the e-commerce business since the company's change of actual controller, the lack of obvious results in cross-border lithium mining and bulk commodity trading business, and the frequent occupation of funds by related parties, and the frequent occupation of funds by related parties, and the fact that there are many cross-industry investments through direct investment or participation in the establishment of equity investment funds. The company's specific measures to improve the profitability of its main business in the future.