One wave is not even, another wave rises again. After the actual controller was punished, Guangdong Mingzhu Group Co.Ltd(600382) was filed for investigation by the CSRC for violation of laws and regulations.
suspected of illegal information disclosure
Guangdong Mingzhu Group Co.Ltd(600382) was filed for investigation by the CSRC
On February 16, Guangdong Mingzhu Group Co.Ltd(600382) announced that the company had received the notice of filing a case (Zheng Jian Li Jian Li Jian Zi 006202001) from the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"). Because the company was suspected of illegal information disclosure, according to the securities law of the people's Republic of China, the administrative punishment law of the people's Republic of China and other laws and regulations, The CSRC decided to file a case against the company.
Guangdong Mingzhu Group Co.Ltd(600382) said that during the filing and investigation period, the company will actively cooperate with the relevant work of the CSRC and fulfill the obligation of information disclosure in strict accordance with the regulatory requirements.
Guangdong Mingzhu Group Co.Ltd(600382) the actual controller was fined
investors: wave after wave
It is worth noting that on December 23 last year, Zhang Jianli, one of the actual controllers of Guangdong Mingzhu Group Co.Ltd(600382) , received the decision on administrative punishment and the decision on market prohibition from Guangdong securities regulatory bureau.
After investigation, Zhang Jianli, as one of the actual controllers of Guangdong Pearl since November 2015, ordered relevant subjects to engage in securities violations and conceal relevant matters, resulting in illegal information disclosure of Guangdong Pearl. The bureau decided to give Zhang Jianli a warning and impose a fine of 5 million yuan. At the same time, Guangdong securities regulatory bureau has taken measures to prohibit Zhang Jianli from entering the securities market for five years.
This Guangdong Mingzhu Group Co.Ltd(600382) was filed for investigation, and some shareholders believe that this may be related to the occupation of funds by the actual controller. Some investors said with emotion, "the Pearl of Guangdong is really evil. One wave is not even and another wave rises again."
By the end of the third quarter of last year, Guangdong Mingzhu Group Co.Ltd(600382) still had nearly 30000 shareholders.
Guangdong Mingzhu Group Co.Ltd(600382) or facing delisting risk
In addition to the problem of capital occupation, Guangdong Mingzhu Group Co.Ltd(600382) is also facing delisting risk.
On January 29, Guangdong Mingzhu Group Co.Ltd(600382) issued the first risk warning announcement that the company's shares may be delisted. The announcement shows that the financial and accounting report of Guangdong Mingzhu Group Co.Ltd(600382) 2020 has been issued with an audit report that cannot express an opinion by an accounting firm, and the company's shares have been warned of delisting risk by Shanghai Stock Exchange. The second extraordinary general meeting of the company in 2021 deliberated and approved the major asset restructuring of the company, and the operational asset package of Dading mining will be placed in the company.
According to relevant regulations, if the annual audit accounting firm issues an audit report that cannot express opinions, negative opinions and reservations on the company's 2021 financial and accounting report, the listing of the company's shares may be terminated.
So what is the performance of Guangdong Mingzhu Group Co.Ltd(600382) 2021? According to the 2021 performance forecast disclosed by Guangdong Mingzhu Group Co.Ltd(600382) , the company expects to realize an operating revenue of 1.723 billion yuan to 1.842 billion yuan in 2021; The net profit attributable to the shareholders of the listed company is expected to increase by 575 million yuan to 691 million yuan, 172.40% to 207.10% year-on-year, compared with the same period last year (legally disclosed data); Compared with the same period of last year (after restatement), it is expected to increase by 78.59 million yuan to 193 million yuan, a year-on-year increase of 9.44% to 23.16%; It is estimated that the net assets attributable to the shareholders of the listed company by the end of 2021 will be 4.039 billion yuan to 4.103 billion yuan.
Guangdong Mingzhu Group Co.Ltd(600382) said that the expected increase in performance in this period was mainly due to the consideration and approval of the company's major asset restructuring at the second extraordinary general meeting of shareholders in 2021. The operating asset package of Guangdong Dading Mining Co., Ltd. (hereinafter referred to as "Dading mining") under the same control will be placed in Guangdong Mingzhu Group Mining Co., Ltd. (hereinafter referred to as "Mingzhu mining"), a wholly-owned subsidiary of the company, The company retroactively restated the accounting statements of the same period of the previous year according to the business combination under the same control.
Before this major asset restructuring, the company's main business was primary land development. During the reporting period, the land within the first phase of Xingning Southern new town was not transferred, and the urban operation company, the original holding subsidiary of the company, did not obtain the relevant funds for land transfer, which reduced the amount of impact on the company's operating revenue by about 327 million yuan in the reporting period.
After the company's major asset restructuring plan was reviewed and approved by the general meeting of shareholders, the operational asset package of Dading mining was placed in the company's consolidated statement, and the company's main business was changed to iron ore mining and beneficiation, production and sales of iron concentrate powder. In 2021, the operating assets package of Dading mining is expected to achieve an operating income of 1.556 billion yuan, which should be deducted as an operating income, and the amount affected on the company's operating income will increase by 1.556 billion yuan.
the draft of major asset restructuring is frequently asked
the actual controller compensated nearly 100 million yuan
In order to avoid delisting, Guangdong Mingzhu Group Co.Ltd(600382) plans to carry out major asset restructuring. It is disclosed that Guangdong Mingzhu Group Co.Ltd(600382) deliberated and approved the major asset restructuring of the company in the second extraordinary general meeting of shareholders in 2021, and the operating asset package of Dading mining was placed into the company. Up to now, Dading mining and the company have completed the delivery of the main operating assets in the operational assets package of Dading mining except the mining certificate. The transfer of the mining certificate is being handled and needs the approval of the competent department of Geology and mineral resources of Guangdong Province. There is still uncertainty in the implementation of major asset restructuring.
However, this process was not smooth, and the draft of major asset restructuring was frequently questioned by regulators. In the three inquiries, the Shanghai stock exchange required Guangdong Mingzhu Group Co.Ltd(600382) to explain whether the major risks such as the company's operation and capital occupation, the pricing of iron concentrate powder lead to the overestimation of injected assets, the payment collection risk of Xingning urban investment and other matters.
Guangdong Mingzhu Group Co.Ltd(600382) said that in this restructuring, Xingning urban investment has provided sufficient performance guarantee measures, including the transfer income of the land in the southern New Town and the mortgaged land used for special payment for repurchase, which has strong liquidity. Yongye company, the Shanghai Chengtou Holding Co.Ltd(600649) shareholder of Xingning, plans to issue bonds to raise funds. In 2022, Xingning Finance Bureau will pay 530 million yuan for Xingning urban investment project to the co management account established by Xingning urban investment and listed companies. Before the payment is paid off, the urban transportation company will take the dividend payable to Xingning urban investment as the equity transfer price.
In order to better protect the rights and interests of Guangdong Mingzhu Group Co.Ltd(600382) small and medium-sized investors, help to provide sufficient working capital for the operational asset package of Dading mining after it is placed in the listed company, and ensure the performance ability of the follow-up business of the operational asset package. Guangdong Mingzhu Group Co.Ltd(600382) in addition to the consideration of the restructuring transaction, based on the careful consideration of the price sensitivity analysis of iron ore, after the restructuring plan passes the general meeting of the company, Zhang Jianli, the actual controller of the company and the enterprises controlled by the company plan to provide 96 million yuan in cash to the listed company as compensation.
Zhang Weibiao, who acted in concert with Zhang Jianli in the listed company, and his related parties joined the performance compensation commitment, promising that the proportion of shares of the listed company held by related parties will not be less than 34%, and will not evade the responsibility of performance compensation in any way. The cash dividends of the next year during the performance commitment period (2022-2025) shall be separately pledged to give priority to ensuring the repayment of performance commitments; It is proposed that the proportion of cash dividends of listed companies should not be less than 80% of the net profit available for distribution of Listed Companies in the previous year, and vote in favour of the corresponding proposal. He also said that if the performance compensation for this major asset restructuring cannot be cashed when due, the amount of compensation that cannot be cashed will constitute the occupation of Zhang Jianli's new funds.
