Trainee reporter Wang Jingru Zhang Junbing
On the evening of May 30, 2022, ST Guangzhu responded to the annual report regulatory inquiry letter and issued an announcement stating that the delisting risk warning will be withdrawn from June 1 and other risk warnings will continue to be implemented, and the stock abbreviation will be changed from "*ST Guangzhu". It is "ST Guangzhu" (hereinafter collectively referred to as "ST Guangzhu").
Although "picking the stars" but still "wearing a hat", many issues of ST Guangzhu are still unresolved.On May 26, ST Guangzhu announced that it had received the "Decision on Administrative Penalty". Because the company's parties did not disclose related-party transactions in their periodic reports and failed to disclose related-party transactions in a timely manner, the Guangdong Regulatory Bureau of the China Securities Regulatory Commission imposed a total of 765 penalties on the company and the parties. million in fines.According to the "Decision on Administrative Penalty", ST Guangzhu did not disclose relevant related party transactions in its annual reports from 2016 to 2020 (the total amount of related party transactions involved was 5.114 billion yuan), resulting in major omissions in relevant periodic reports.
The "Securities Daily" reporter checked the company's announcement and found that as early as 2012, ST Guangzhu disclosed its first entrusted loan business.In the past ten years, it has gone from easy "laying and earning" by lending to "moving money", and has realized the continuous issuance of high-value loans to related parties that do not conform to commercial logic.The above-mentioned punishment announcement revealed the tip of the iceberg that ST Guangzhu has made a living by lending for many years, and may also be the fuse for bursting the company's performance bubble.
Total loan size in 4 years
Close to 3 times operating income
Ten years ago, under the influence of credit policies and economic development, private financing developed rapidly. Many listed companies lent funds to small and medium-sized enterprises and collected interest income, thus forming entrusted loan business.ST Guangzhu was the "little winner" that achieved a substantial increase in profits by virtue of its entrusted loan business.
Looking back at the business that has really brought profits to ST Guangzhu over the years, from entrusted loans to joint cooperation and investment, the word "loan" is inseparable.
On May 15, 2012, ST Guangzhu disclosed its first entrusted loan business.The announcement shows that the company intends to issue a loan balance of not more than RMB 500 million to the joint-stock company Guangdong Dading Mining Co., Ltd. (hereinafter referred to as "Dading Mining") in the form of a third-party (financial institution) entrusted loan within three years. The loan interest rate shall not be lower than the benchmark interest rate of the same grade of the People's Bank of China for the same period, plus 15%.
On April 9, 2013, ST Guangzhu issued an entrusted loan of no more than 500 million yuan to the joint-stock company Guangdong Mingzhu Pearl Wine Co., Ltd. (hereinafter referred to as "Pearl Wine") in the same way.On May 24, 2014, ST Guangzhu announced again that it intends to grant incremental loans to Dading Mining in the form of entrusted loans with a balance of no more than RMB 800 million.On August 9 and September 24, 2014, ST Guangzhu announced that it intends to make entrusted loans to Guangdong Yunshan Automobile Co., Ltd. (hereinafter referred to as "Yunshan Automobile") and Guangdong Hongyuan Group Co., Ltd. (hereinafter referred to as "Yunshan Automobile"). "Hongyuan Group") issued loans of no more than 300 million yuan and 260 million yuan.
"As soon as you enter the lending depth, it is like the sea, and from then on, the industry is a passerby."Although ST Guangzhu described the practice of "increasing the scale of entrusted loans and reducing industrial business" as "adjusting the business direction and investment structure" in its annual report, the reporter of "Securities Daily" found that the scale of its lending far exceeded the operating income in the same period. And interest income has gradually become an important source of "stable income".
From 2012 to 2015 alone, ST Guangzhu issued dozens of entrusted loans, with the annual entrusted loans amounting to 460 million yuan, 540 million yuan, 360 million yuan, and 687 million yuan, with a total of 2.047 billion yuan. In the same period, the operating income was 289 million yuan, 54.5382 million yuan, 135 million yuan and 218 million yuan respectively, with a total of 696.5 million yuan.Based on this calculation, the total amount of entrusted loans in the above four years is nearly three times the total operating income in the same period.
The lending business has brought considerable benefits to ST Guangzhu.From 2012 to 2015, the interest income of ST Guangzhu entrusted loans was 10.5638 million yuan, 46.1926 million yuan, 77.5180 million yuan and 67.0126 million yuan respectively, accounting for 3.65%, 84.7%, 57.31% and 30.78% of the operating income in the same period. .In comparison, from 2012 to 2015, the company's main business income was 268 million yuan, 1.9444 million yuan, 51.6389 million yuan, and 87.8803 million yuan, respectively, and the main business income accounted for 94.07% and 3.57% of the operating income in the same period. , 38.18%, 40.37%.
From the perspective of income, the loan business even played a role in supporting the company's performance.But does ST Guangzhu's practice comply with relevant regulations?
A senior representative of brokerage sponsors told the "Securities Daily" reporter, "Listed companies need to hold relevant formal licenses to operate the lending business. The interest received from lending can be included in the financial statements as operating income, but the general interest will be included in other businesses. In the income, it will not be included in the main business income.”
"There can be normal private lending between companies, but it should not be used as the main source of business." Zhang Yan, a lawyer from Guangdong Huashang Law Firm, told reporters that according to the "Supreme People's Court's Regulations on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases" (Second Amendment in 2020) Article 10 stipulates that private loan contracts concluded between legal persons due to production and business operations are valid.However, if a listed company uses borrowing as its main income, it will not only be inconsistent with its business scope, but it will also make investors feel that the company is "unrealistic".
Wang Yaowu, an accountant from Shenzhen Dingyu Certified Public Accountants (General Partnership), told reporters, "Because banking and other financial businesses are franchises, entrusted loans by listed companies are not only irrelevant to the main business, but may also have operational compliance issues. Whether the listed company violates the regulations? There are businesses such as entrusted loans, which need to be judged by penetration testing of the relevant capital flows of listed companies.”
On November 6, 2015, ST Guangzhu issued the "Announcement on the Commitment that the Funds Raised by the Non-public Issuance of Stocks Will Not Be Invested in the Entrusted Loan Business", stating that the company will no longer increase the total amount of external entrusted loans, and guarantee that it will not use any means The raised funds are directly or indirectly used for entrusted loans in various ways.
However, the facts since then have proved that ST Guangzhu has started a "fancy" lending game that has lasted for many years.
Main business is not improving
Obsessed with "fancy" lending
After the entrusted loans for the once "sweet pastry" business were gradually tightened by the regulators, ST Guangzhu, whose main business did not improve, found another "good business" at the end of 2016 - participating in joint investment in real estate development projects , opened up a different way of "fancy" lending.
According to the announcement of ST Guangzhu, from the end of 2016 to 2018, ST Guangzhu and its holding subsidiaries have established business relationships with 6 companies (Fuxing Trading, Hongyuan Real Estate, Xingyue Real Estate, Jiawang Real Estate, Qisheng Industrial, Zhenghe Real Estate) respectively. The real estate project has signed a "joint cooperation investment contract" ranging from 18 months to 60 months, and the total disclosed investment amount does not exceed RMB 2.728 billion.
Relevant contracts stipulate that ST Guangzhu and its holding subsidiaries not only do not bear investment risks in the above-mentioned 6 real estate projects, but also collect fixed returns from relevant partners every month (the agreed annualized return on investment is 18%), and the cooperation period After the expiry date, all capital contributions and related profits generated will be recovered.
It is worth noting that the "Joint Cooperation and Investment Contracts" signed by ST Guangzhu and the above-mentioned 6 companies are roughly the same in content and format.The profit from this joint venture investment business is more substantial than that of the previous entrusted loan business.
The data shows that from 2017 to 2019, the above-mentioned joint cooperation business of ST Guangzhu achieved operating income of 223 million yuan, 271 million yuan, and 441 million yuan respectively, accounting for 34.79%, 37.69%, and 39.55% of the total revenue in the same period.Since the operating cost of the joint cooperation business is 0, the proportion of this income to the company's operating profit for the same period is as high as 42.56%, 47.05%, and 60.58%, respectively.
The data shows that, excluding the main business, the operating income of ST Guangzhu’s other businesses in the same period was 494 million yuan, 590 million yuan, and 650 million yuan, accounting for 77.07%, 82.05%, and 54.81% of the current operating income; Among them, the proportion of joint cooperation business income to other business operating income was 45.14%, 45.93% and 67.85% respectively.It can be seen that the joint cooperation business income has become the core source of ST Guangzhu's operating income.
It is worth noting that for the investment business of ST Guangzhu, the regulator defines it as a lending behavior.On December 26, 2018, the "Decision on Administrative Supervision Measures" issued by the Guangdong Supervision Bureau of the China Securities Regulatory Commission showed that the contracts between ST Guangzhu and Hongyuan Real Estate, Fuxing Trading, and Jiawang Real Estate conform to the characteristics of private lending. A loan relationship has been formed.
It is reported that the "Opinions on Several Issues Concerning Handling of Criminal Cases of Illegal Lending" jointly issued by the Supreme People's Court, the Supreme People's Procuratorate, the Ministry of Public Security and the Ministry of Justice pointed out that it violates state regulations, does not have the approval of regulatory authorities, or exceeds the scope of business to make profits. For the purpose of regularly granting loans to unspecified social objects, disrupting the order of the financial market, and the circumstances are serious, they shall be convicted and punished for the crime of illegal business operations in accordance with the provisions of Article 225(4) of the Criminal Law.The term "regularly granting loans to unspecified social objects" as mentioned in the preceding paragraph refers to lending funds to unspecified persons (including units and individuals) for more than 10 times in the name of borrowing or in other names within two years.
The reporter checked the Tianyancha App and found that the actual controllers of Fuxing Trading and Hongyuan Real Estate are the same actual controllers as Yunshan Automobile and Hongyuan Group, the objects of ST Guangzhu's previous entrusted loans.This also means that the two parties who previously had a loan relationship have changed their "pattern" to form a loan relationship again.
However, ST Guangzhu's "loan business" was not as smooth as the previous entrusted loan business.Due to the obstruction of the real estate development business of the cooperative partner and the failure to repay the cooperative investment funds and related funds on time, ST Guangzhu brought Fuxing Trading, Hongyuan Real Estate and Xingyue Real Estate to court, with a total amount of about 1.58 billion yuan involved.
Although ST Guangzhu filed a lawsuit against the above three companies in the name of "protecting its own rights and interests", according to the reporter's understanding, the defendant Fang Hongyuan Real Estate has taken counter-litigation actions against the problems existing in the "Joint Cooperation Investment Contract" and provided evidence to identify ST Guangzhu is a "professional lender".
According to Article 53 of the Minutes of the National Court Civil and Commercial Judgment Work Conference released in 2019, legal persons engaged in private lending that have not obtained lending qualifications in accordance with the law, as well as private lending by unincorporated organizations or natural persons engaged in private lending The act shall be deemed invalid in accordance with the law.If the same lender repeatedly engages in paid private lending within a certain period of time, it can generally be identified as a professional lender.
"According to the financial reports of previous years, the loan amount of ST Guangzhu is far greater than the registered capital, and it has also reached several times the operating income of non-financial business. It can be seen that the company is a company mainly engaged in financial business. Therefore, we need to investigate whether it is As a legal financial institution, the company needs the relevant licenses issued by the securities regulatory agency, the banking regulatory agency, the China Foundation Association and the local financial office, otherwise it will constitute illegal operation. As for whether it will be judged as a 'professional lender', it needs to be based on the amount issued , quantity, interest rate and other comprehensive identification. Although ST Guangzhu cannot be judged as a 'professional lender' before the court's judgment, it is not particularly difficult to judge the standard of illegal finance." Tian Yongxiang, chief lawyer of Guangdong Shengma Law Firm reporter said.
Reviewing the past annual reports of ST Guangzhu, we can see that from 2009 to 2012, the company gradually withdrew from the pharmaceutical, construction and installation, hydroelectric power generation equipment and some real estate businesses, stably developed its trade business, and increased its investment in financial enterprises and automobile manufacturing industries.From 2012 to 2016, the company achieved continuous growth in revenue by further expanding its entrusted loan business and trading business.From 2016 to 2020, with the expansion of primary land development and joint investment in real estate development projects, the company's main business and business model are divided into five parts: "First, participate in PPP model project cooperation, and commit to primary land development; The second is to participate in joint cooperation and investment in real estate development projects; the third is to operate trade business; the fourth is to participate in and hold shares in the industry;
"The new delisting regulations have added a combined delisting indicator of 'the lower of the net profit before and after the deduction is negative and the operating income is less than 100 million yuan'. Income with commercial substance. The main source of ST Guangzhu's income is the issuance of high-value loans to related parties that do not conform to commercial logic, and the scale of lending has far exceeded the operating income of the same year. At the same time, ST Guangzhu was questioned that it did not have a license to issue loans. There are major deficiencies in both information disclosure and company operations, and internal control management needs to be strengthened." said a senior accountant.
Staged the "movement of funds"
Questioned for beautifying financial data
While ST Guangzhu is in the lending business, it is also busy with the "return" of funds.
Looking back, ST Guangzhu's initial entrusted loan objects, Dading Mining and Pearl Wine, are all related parties, and the actual controllers are Zhang Jianli, the actual controller of ST Guangzhu.Data show that from 2011 to 2013, most of ST Guangzhu's profits came from dividends from Dading Mining.In the past three years, ST Guangzhu's dividends from Dading Mining were 171 million yuan. During the same period, ST Guangzhu's net profit attributable to its parent was 184 million yuan, 246 million yuan, and 201 million yuan respectively, and the proportion of dividends was as high as 92.93%. , 69.51%, 85.07%.
From this point of view, in 2012, ST Guangzhu provided 500 million yuan of entrusted loans to Dading Mining on the one hand, and Dading Mining, which was "short of funds", paid high dividends to ST Guangzhu and transfused blood for the company.
In this regard, lawyer Zhang Yan told reporters, "ST Guangzhu's move is suspected of deliberately beautifying the financial data of listed companies. According to normal and rational business logic thinking, when there is a shortage of funds, companies should reduce dividends or even no dividends. Even if Dading Mining really needs financing, it is fully capable of obtaining funds through bank loans, but the company borrows from ST Guangzhu according to the interest standard higher than the bank loan interest rate of 15% in the same period, which increases the financing cost. The normal business logic does not match. Therefore, behind this approach, the suspicion of beautifying the profit data of listed companies cannot be ruled out.”
Since 2016, ST Guangzhu has been looking for more opportunities to increase revenue by co-investing and cooperating with 6 companies in real estate.In this new game of capital operation, in addition to ST Guangzhu and its holding subsidiaries, and the above-mentioned 6 companies, there is also an important company-Guangdong Wangpeng Construction Group Co., Ltd. (hereinafter referred to as "Wangpeng Construction") also surfaced.
According to the announcement issued by ST Guangzhu on December 8, 2021, ST Guangzhu will transfer 976 million yuan of raised funds through Wangpeng Construction into the company actually controlled by Zhang Jianli, the actual controller of ST Guangzhu.According to the data from Tianyancha, Wangpeng Construction is actually an affiliated company of ST Guangzhu.
The reporter learned through multiple interviews that Wangpeng Construction is actually an important "fund intermediary" related party of ST Guangzhu.
A relevant person from Fuxing Trade told the "Securities Daily" reporter that in early December 2016, Fuxing Trade and Wangpeng Construction also signed a relevant investment cooperation contract, and the flow of water was carried out in the name of investment funds.According to the bank flow provided by Fuxing Trading, from December 19, 2016 to January 19, 2018, Fuxing Trading transferred a total of 527 million yuan to Wangpeng Construction, and during this period, Fuxing Trading received a total of 527 million yuan. Peng Construction returned a total of 398 million yuan of investment funds and profit distribution funds ranging from monthly amounts.
A person related to Hongyuan Real Estate revealed to a reporter from Securities Daily, “As the supervisor of real estate cooperation projects, Wangpeng Construction is required to pay Wangpeng Construction an annual supervision fee according to 2% of each investment invested by ST Guangzhu.” However, The reporter's inquiry and announcement found that ST Guangzhu has never disclosed the information, nor has it disclosed the whereabouts of the above-mentioned 2% supervision fee.
The above-mentioned senior accountant told reporters, "On the whole, ST Guangzhu's capital business is with 'acquaintances' or 'own people'. Although listed companies are actually the capital side, they play a role in the process of each loan. The role is more like an account-taking company, which makes it more difficult for the outside world to identify. ST Guangzhu transfers funds in the name of investment, and then transfers it back to the company in the name of income through certain links, which does not rule out the suspicion of beautifying the financial report."
Kuang Yuqing, the founder of Lens Company Research, told the "Securities Daily" reporter, "ST Guangzhu's behavior is inconsistent with normal business logic, most of its profits are non-operating income, and lending income accounts for a large proportion of the business, so the company's lending business should be strengthened. A review of the real and sustainable operation capability of the main business other than that.”
Kuang Yuqing said that according to the new delisting regulations, other business income unrelated to the main business, financial business income and income without commercial substance will be deducted.If the company has no substantial main business, it may face the risk of delisting.
With the emergence of lawsuits one after another, ST Guangzhu's previous loan business with "acquaintances" is unsustainable, and the game of capital "circling" may be suspended.In this regard, ST Guangzhu announced in December 2021 that it intends to reorganize its assets and reload its related party Dading Mining's operating asset package into the listed company. The company's main business will be changed from primary land development to iron ore mining and processing, iron refining Powder production and sales.
On May 25, 2022, when investors asked whether the company was operating normally on the investor interaction platform, ST Guangzhu said that in the future, it will reduce costs and increase efficiency, and cultivate and develop the second growth curve.
First, it deviates from the main business of high-value lending, and then indulges in "fancy" lending. In recent years, the "moving skills" of funds have been questioned. In response to the above problems, a reporter from "Securities Daily" sent an interview letter to ST Guangzhu, but as of press time , the company did not respond.
Can ST Guangzhu, which has already "picked the stars", really reform its mind and focus on industry?"Securities Daily" reporters will continue to follow up reports.
(Editor in charge: Guan Jing)
