For Guangdong Mingzhu Group Co.Ltd(600382) planning major asset restructuring, receive the inquiry letter. On December 22, Guangdong Mingzhu Group Co.Ltd(600382) while replying to the inquiry letter on the draft of major asset restructuring, disclosed the secondary inquiry letter from Shanghai Stock Exchange, covering the dividend after the benchmark date, the payment return risk of Xingning urban investment, the pricing of iron concentrate powder, whether the injection of assets is conducive to enhancing the ability of sustainable operation, etc.
According to the draft of Guangdong Mingzhu Group Co.Ltd(600382) major asset restructuring, the company plans to invest 92.00% of the equity of urban transportation company in Xingning City, and Xingning City will invest about 210 mu of Southern New Town Land in the name of Xingning City and its controlling shareholder to set a mortgage for the installment payment of 70% of the actual payment.
According to the Guangdong Mingzhu Group Co.Ltd(600382) 2020 annual report, the area of residential and commercial land that can be transferred through bidding, auction and listing in the first phase of Southern new town is not less than 6000 mu. However, as of December 31, 2020, the total land transferred for the first phase of land primary development of Southern new town is 250.13 mu, with great difference.
In this regard, the second inquiry letter requires Guangdong Mingzhu Group Co.Ltd(600382) to explain the difference between the two data, and judge the realizability of Xingning urban investment using the relevant land of Southern new town for special payment and land mortgage.
In addition, the second inquiry letter once again raised the question of whether the price of iron concentrate powder is too high. Guangdong Mingzhu Group Co.Ltd(600382) according to the reply announcement, from 2016 to 2020, the average sales price of Dading mining iron concentrate was 361.52 yuan / ton, 456.47 yuan / ton, 389.67 yuan / ton, 461.85 yuan / ton and 597.25 yuan / ton respectively. The overall price was lower than 600 yuan / ton, the price fluctuated greatly and was far lower than the appraisal price of this transaction of 685 yuan / ton. Therefore, Guangdong Mingzhu Group Co.Ltd(600382) is required to explain whether there is an overestimation of the sales price of iron ore and thus an increase in the valuation of the underlying assets.
The financial situation of the operating asset package of Dading mining also caused the exchange to ask questions twice. According to the draft and reply announcement, as of September 30, the amount of contract liabilities in Dading mining’s operating assets package was as high as 456277200 yuan. In addition, the short-term loan of the asset package is 45.0708 million yuan, the non current liabilities due within one year are 156.1314 million yuan, and the monetary capital is only 58.7792 million yuan, which is far lower than the short-term interest bearing liabilities.
In this regard, the second inquiry letter requires the company to supplement and disclose the specific investment direction of operating funds corresponding to contract liabilities, and explain whether the company has sufficient cash flow to maintain production and operation.
In the first inquiry reply announcement, Guangdong Mingzhu Group Co.Ltd(600382) once said that Dading mining adopts the sales mode of receiving payment in advance and then shipping. The contract liabilities require the enterprise to deliver products later and include them in the operating asset package, but the corresponding operating funds have been invested in industries unrelated to the main business, and the relevant assets cannot be included in the operating asset package.
However, as a comparison, by the end of the third quarter of this year, the contract liabilities of Shandong Jinling Mining Co.Ltd(000655) listed companies also engaged in iron ore mining and iron concentrate production were only 44.2524 million yuan, accounting for only 1.28% of the assets, while the contract liabilities of Dading mining’s operating assets package were 161.40% of the assets, which was one of the important reasons for the negative net assets.
With such a high amount of contract liabilities, where the corresponding operating funds flow is of concern.
“In accounting, contract liabilities refer to the obligation of an enterprise to transfer goods to customers for the consideration received or receivable from customers. Such liabilities need to fulfill the delivery obligation to customers according to the requirements of the contract.” In an interview with Securities Daily, Mr. Qin, general manager of Jinhua fund and Chinese certified public accountant, said that the operating funds associated with contract liabilities are invested in industries unrelated to the main business. The possible risk is that there are loopholes in the company’s internal control system of fund management, We need to pay attention to whether the company can continue to perform the obligation of delivering goods corresponding to the contract liabilities, and pay attention to the impact on Guangdong Mingzhu Group Co.Ltd(600382) when Dading mining is unable to perform its obligations.
On December 27, Guangdong Mingzhu Group Co.Ltd(600382) will hold an extraordinary general meeting to review the draft of major asset restructuring. Some insiders believe that for Guangdong Mingzhu Group Co.Ltd(600382) facing delisting risk, if this major asset restructuring fails, it will cause a series of chain reactions. The first is that the audit opinions that cannot express opinions on the 2020 financial report cannot be eliminated, which will affect the audit opinions on this year’s financial report, It may eventually lead to delisting of the company due to non-standard opinions on financial reports for two consecutive years.
“Listed companies have been issued financial reports that cannot express opinions for many times, and the trading of stocks may be suspended. How they will develop later depends on how enterprises respond, and it is also difficult to avoid the risk of triggering delisting.” Bai Wenxi, chief economist of IPG China, told the Securities Daily.
(Securities Daily)
