As a result of handing over the worst report card in the past three years, Meizhi shares (002856. SZ) recently received an inquiry letter from the exchange for its annual report, involving many issues such as declining revenue, net profit loss, declining gross profit margin, and high asset-liability ratio.
In addition, in view of the fact that Li Suhua, the former actual controller of Meizhi shares, has voted against and abstained from voting on a number of proposals of the company in the past year, the exchange also raised the question of whether the company has disorderly control struggle, resulting in the question that investors cannot obtain effective information about the company.
The reason for Li Suhua's repeated negative votes is related to the performance VAM agreement of Meizhi shares three years ago. At present, the company's new and old actual controllers are in court because of this agreement.
It has been losing money for three consecutive years, and the asset-liability ratio is high
According to public information, Meizhi Co., Ltd. is a building decoration design and construction enterprise integrating architectural decoration, building curtain wall, building mechanical and electrical, electronic and intelligent, mechanical and electrical equipment installation, fire protection facilities, environmental protection engineering and other specializations.
In recent years, the company's operating capacity has continued to deteriorate, and it has suffered losses for three consecutive years. At the same time, the company's asset-liability ratio has increased year by year. In this context, whether there is significant uncertainty about the company's ability to continue operations has naturally become the primary concern of the exchange.
In terms of performance, from 2021 to 2023, the company's revenue will be 588 million yuan, 1.667 billion yuan, and 878 million yuan respectively, and the revenue in 2023 will decline by 47.34% compared with 2022; the net profit attributable to the parent company was -160 million yuan, -143 million yuan and -174 million yuan respectively, losing money for three consecutive years; The non-net profit after deduction was -169 million yuan, -155 million yuan and -207 million yuan respectively, and the loss continued to expand.
In 2023, the company's gross sales margin will be -4.99%, a year-on-year decrease of 11.34 percentage points. Among them, the gross profit margin of the company's decoration business was -6.11%, and the gross profit margin of the construction business was -1.8%, both of which decreased sharply from the same period last year, but the company did not explain the reasons for the sharp decline in gross profit margin.
Not only that, but in recent years, the company's debt-to-asset ratio has been increasing year by year, reaching 82.68% at the end of 2023. At the end of the year, the company's short-term debt was 184 million yuan, the non-current liabilities due within one year were 34.5805 million yuan, and the long-term borrowings were 45.1942 million yuan, which was a significant increase over the same period last year.
In terms of cash flow, from 2021 to 2023, the net cash flow from operating activities will be -55.9233 million yuan, -27.9962 million yuan, and -74.2763 million yuan, and the net cash flow from operating activities will continue to decline.
The old and new actual controllers went to court
Because Li Suhua, the former controlling shareholder and actual controller of Meizhi shares, voted against and abstained from voting on a number of proposals of Meizhi shares in the past year, the exchange questioned whether the company had a disorderly struggle for control.
It is reported that since May 2023, Li Suhua has voted against and abstained from voting on a number of proposals of Meizhi shares four times. In May and October of that year, Li Suhua voted against the "Proposal on the Dismissal of the General Manager of the Company" and voted against the "Proposal on the Appointment of the Company's Senior Managers" respectively.
The most recent one occurred on April 28 this year, in the "Announcement of the Resolution of the Third Meeting of the Fifth Board of Directors", Li Suhua abstained from voting on some of the proposals, one of the reasons was that "the state-owned assets did not give the company 6 billion yuan in engineering business from 2021 to 2023 as promised, which is the main reason for the company's loss".
Based on this, the Shenzhen Stock Exchange requires the company to explain whether the relevant entities have signed an agreement containing the aforesaid content, and whether the company has fulfilled its information disclosure obligations on this matter.
The reason for Li Suhua's repeated negative votes is related to the performance VAM agreement of Meizhi shares.
The incident dates back to December 2020, when Li Suhua and his shareholder Shanghai Tianzhi Technology Development Co., Ltd. (hereinafter referred to as Tianzhi Technology) transferred 40.5803 million shares of the company (accounting for 29.99% of the company's total share capital) to Guangdong Yijian, the company's current controlling shareholder, at a transaction price of 18.4757 yuan per share, with a total transfer price of 750 million yuan.
At the same time, the two parties to the transaction agreed on the performance VAM clause, that is, the original business of Meizhi Co., Ltd. will deduct the net profit of non-attributable to the parent company from 2021 to 2023 shall not be less than 40 million yuan, and the total amount of the new winning contract of the company's original business from 2021 to 2023 shall not be less than 1.8 billion yuan.
Now that the three-year period has expired, the performance of Meizhi shares has not reached the standard, and Li Suhua should compensate him, but Li Suhua has pushed the responsibility to Guangdong Yijian, saying that "Guangdong Yijian violated the acquisition agreement to replace the general manager and other core management personnel of Meizhi shares, which had a significant adverse impact on the company's original business, and if the company's core management team is not replaced, the company can complete the corresponding performance." ”
But Guangdong Yijian does not agree with this statement. At present, Guangdong Yijian has filed a lawsuit with the Nanhai District People's Court of Foshan City, Guangdong Province, demanding that Li Suhua pay the company 348 million yuan in performance compensation in 2021 and 2022 and related liquidated damages, with a total amount of more than 423 million yuan.
As for why Guangdong Yijian is currently only suing for performance compensation in 2021 and 2022? And will Li Suhua continue to be required to compensate for the 2023 performance compensation? Has Li Suhua completed the target of a total amount of not less than 1.8 billion yuan in new winning contracts? The above problems were not explained, and the Shenzhen Stock Exchange also questioned this.
Titanium Media APP noticed that on May 16, Li Suhua was sued by Meizhi for failing to fulfill his commitment to repurchase shares.
The case dates back to 2019, when Meizhi invested a total of 60 million yuan to purchase a 30% stake in Guangdong Wanxiang Metropark Construction Engineering Development Co., Ltd. (hereinafter referred to as Wanxiang Metropark). At that time, in order to ensure that the company did not have substantial risks, Li Suhua made a commitment that if the operating performance of Wanxiang Metropark did not meet expectations, the company could require Li Suhua to purchase the entire equity of Wanxiang Metropark held by the company at cost price.
However, Wanxiang Metropark has suffered continuous losses from 2020 to 2023, and its performance is far from meeting expectations. The company filed a lawsuit with the People's Court of Nanshan District, Shenzhen in March 2024, involving an amount of about 61.285 million yuan. (This article was first published in Titanium Media APP, author|Li Ruohan)