On the last day of 2021 (December 31), Shanghai Ace Investment&Development Co.Ltd(603329) (603329. SH) and its Chairman Sun Wangping, general manager Wang Mingwei, Secretary of the board of directors Jin Changfen, chief financial officer Li Qing and other relevant responsible persons received the attention letter or warning letter issued by Shanghai Securities Regulatory Bureau.
After on-site investigation by Shanghai Securities Regulatory Bureau, it was found that Shanghai Ace Investment&Development Co.Ltd(603329) had problems such as non-standard use of raised funds, non-standard registration of insiders, insufficient internal control and failure to collect rent in time.
Among them, Shanghai Securities Regulatory Bureau found that on June 25, 2019, Shanghai Ace Investment&Development Co.Ltd(603329) subsidiary Jiangsu Taihe International Freight Co., Ltd. (hereinafter referred to as “Jiangsu Taihe”) used the raised funds to prepay RMB 12 million for the purchase of steel from Jiangsu huiding Logistics Engineering Management Co., Ltd. (hereinafter referred to as “Jiangsu huiding”), and Jiangsu huiding was not actually used for the purchase of steel. On December 10 and 18, 2019, its controlling shareholder Jiangsu Yashi Investment Group Co., Ltd. (hereinafter referred to as “Yashi group”) finally transferred RMB 12 million to Jiangsu huiding through the bridge company, and Jiangsu huiding purchased steel and so on according to the agreement. The above acts do not comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies.
Shanghai Securities Regulatory Bureau also found that Shanghai Ace Investment&Development Co.Ltd(603329) held a general manager’s office meeting on January 11, 2020 to discuss the performance of 2019, but the informed date of the company’s relevant insider information registration was January 13, 2020, which was inconsistent with the actual situation. The above acts do not comply with the relevant provisions of the provisions on the establishment of the registration and management system for insiders of insider information by listed companies.
Shanghai Ace Investment&Development Co.Ltd(603329) there are also problems with internal control. Shanghai Securities Regulatory Bureau found that the company did not conduct sufficient due diligence before cooperating with Xinjiang Modern Special Oil Technology Co., Ltd. and its subsidiary Xinjiang Wujiaqu Modern Petrochemical Co., Ltd., did not fully understand the credit status of the counterparty, and did not fully assess the business risk; In the process of business development, the relevant funds were not paid to the purchase co management account as agreed in the contract, resulting in the loss of control over the relevant funds. Relevant behaviors do not comply with the provisions of the basic norms of enterprise internal control.
In addition, Shanghai Ace Investment&Development Co.Ltd(603329) leased its own real estate World Plaza 33h-i to Shanghai Zhengcheng Gaohe Nonferrous Metals Co., Ltd. (hereinafter referred to as “Shanghai Zhengcheng”), the lease term was from September 10, 2018 to September 10, 2021, and the lease began on January 1, 2019 (decoration rent free period of three months), but the company did not receive the rent paid by Shanghai Zhengcheng for the whole year of 2019 until June 2020, The rent for the whole year of 2020 will not be received until the end of 2020. Shanghai Ace Investment&Development Co.Ltd(603329) failed to collect the rent of the next month before the 10th of each month as agreed in the contract, and charged a late fee of 0.3% of the overdue amount for each overdue day.
The above causes the Shanghai Securities Regulatory Bureau to issue a regulatory concern letter to focus on. In addition, Shanghai Ace Investment&Development Co.Ltd(603329) was issued a warning letter by Shanghai Securities Regulatory Bureau because it did not disclose the accrued inventory falling price in time.
According to the survey, at the end of March 2019, Shanghai Ace Investment&Development Co.Ltd(603329) accrued inventory falling price reserve of 8.8168 million yuan, more than 10% of the audited net profit of the latest fiscal year (2017), but the company did not timely fulfill the obligation of information disclosure, and the relevant information was not disclosed in the report of the first quarter of 2019 until April 25, 2019. At the end of July, August and September of 2019, Shanghai Ace Investment&Development Co.Ltd(603329) respectively accrued inventory falling price reserves of 18.7688 million yuan, 7.8659 million yuan and 11.3367 million yuan, which have exceeded 10% of the audited net profit of the latest fiscal year (2018), but failed to fulfill the obligation of information disclosure in time. The relevant information was not disclosed in the report of the third quarter of 2019 until October 31, 2019. At the end of November 2019, Shanghai Ace Investment&Development Co.Ltd(603329) accrued inventory falling price reserves of RMB 14.2496 million, exceeding 10% of the audited net profit of the latest fiscal year (2018), but failed to timely fulfill the obligation of information disclosure. The relevant information of accrued inventory falling price reserves in 2019 was not disclosed in the 2019 annual performance loss advance announcement until January 23, 2020.
In addition, in June 2019, Shanghai Ace Investment&Development Co.Ltd(603329) received a total payment of 31.7 million yuan from Shanghai Xuanyao Trading Co., Ltd., Inner Mongolia Eerduosi Resources Co.Ltd(600295) Zhongke coal transportation and Marketing Co., Ltd., which was actually paid or entrusted by Yashi group, the controlling shareholder of the company, and related parties. The amount exceeded 0.5% of the audited net assets of Shanghai Ace Investment&Development Co.Ltd(603329) in the latest period (2018), but it did not timely fulfill its obligation of information disclosure on this matter, And not disclosed in the 2019 semi annual report and 2019 annual report.
In view of the above situation, Shanghai Securities Regulatory Bureau believes that sun Wangping, chairman of Shanghai Ace Investment&Development Co.Ltd(603329) , Wang Mingwei, general manager, Jin Changfen, Secretary of the board of directors, and Li Qing, chief financial officer, failed to perform their duties diligently, were responsible for Shanghai Ace Investment&Development Co.Ltd(603329) the above acts, and took regulatory measures to issue warning letters to relevant responsible persons.
According to public information, Shanghai Ace Investment&Development Co.Ltd(603329) is mainly engaged in supply chain logistics and supply chain execution trade business, and was listed on A-Shares on December 29, 2017. From the financial situation, 2019, where the above violations are concentrated, is the year with the worst performance after Shanghai Ace Investment&Development Co.Ltd(603329) listing; From 2017 to 2020 and September before 2021, the net profit attributable to the parent company was 77.837 million yuan, 44.9888 million yuan, – 98.8074 million yuan, 64.2598 million yuan and 107 million yuan respectively.
Shanghai Ace Investment&Development Co.Ltd(603329) performance in recent years.
It should be noted that only four years after listing, Shanghai Ace Investment&Development Co.Ltd(603329) sun Wangping, the original actual controller, will “cash out” and leave the market. In October 2021, Shanghai Ace Investment&Development Co.Ltd(603329) controlling shareholders Yashi group and sun Wangping signed the share transfer agreement with Sichuan port and Shipping Investment Group Co., Ltd. (hereinafter referred to as “Sichuan port investment”), and Sichuan port investment transferred 39704925 shares of the company held by Yashi group, accounting for 25.01% of the total share capital of the company. The transfer price was RMB 16.32 per share, and the total transfer price was RMB 648 million.
At the same time, Yashi group also signed the voting right waiver agreement with Sichuan port investment. Since the transfer registration formalities of the subject shares transferred under the above agreement are completed, Yashi group voluntarily relinquishes the voting right corresponding to 3175124 shares of the listed company (accounting for 2% of the total share capital of the listed company). In addition, Shanghai Ace Investment&Development Co.Ltd(603329) , Yashi group and Sichuan port investment signed the stock pledge agreement on the same day. Within 10 working days from the date when the transfer registration formalities of the subject shares transferred under the above agreement are completed, Yashi group shall pledge part of the shares of the listed company it holds to Sichuan port investment, and complete the stock pledge formalities to provide guarantee for the performance commitment amount of Yashi group.
After the completion of the above transaction, Shanghai Ace Investment&Development Co.Ltd(603329) controlling shareholder will be changed from Yashi group to Sichuan port investment, and the actual controller will be changed from sun Wangping to Sichuan state owned assets supervision and Administration Commission. However, it is worth mentioning that Yashi group directly holds 71408131 Shanghai Ace Investment&Development Co.Ltd(603329) shares, accounting for 44.98% of the total share capital of the company.
In order to promote the transfer of control, Yashi group also applied for exemption from the voluntary share restriction commitment. Previously, Yashi group made a commitment to voluntarily lock up shares during the company’s initial public offering, “The company promises that if the shares of the issuer are reduced within two years from the date of expiration of the sales restriction period, the shares of the issuer held by Yashi group after the reduction can still maintain the trust of Yashi group to the issuer ( Shanghai Ace Investment&Development Co.Ltd(603329) ) Controlling position. The conditions, methods, prices and term of share reduction are as follows: within two years from the expiration of the sales restriction period, the number of shares of the issuer reduced by the company each year shall not exceed 25% of the total shares of the issuer. The reduction of the issuer’s shares held by the company shall comply with the provisions of relevant laws, regulations and rules, including but not limited to competitive trading in the secondary market, block trading, agreement transfer, etc. ”
Shanghai Ace Investment&Development Co.Ltd(603329) explained again on November 26, 2021 that the share locking commitment applied for exemption by Yashi group this time is not a legal commitment, but a voluntary commitment made when the company issued shares for the first time, and this commitment is not a prerequisite or necessary clause for the implementation and completion of the company’s initial public offering. After the completion of this transfer, Sichuan port investment will undertake the above voluntary locking commitment made by Yashi group at the time of IPO until it expires.
According to Shanghai Ace Investment&Development Co.Ltd(603329) , because the new agricultural sector invested by Yashi group is still in the cultivation period, the company in this sector continues to lose money, the capital chain is very tight, and needs the financial support of Yashi group; In addition, the short-term loan scale of Yashi group is large. As of September 30, 2021, the short-term loan of Yashi group is 86 million yuan, and the non current liabilities due in one year are 104 million yuan. There is a shortage of monetary funds, poor bank financing channels and great debt repayment pressure.
Shanghai Ace Investment&Development Co.Ltd(603329) said that one belt, one road supply chain base in the Jiangsu Lianyungang Port Co.Ltd(601008) Caspian Sea area, is a key project that the company is trying to build. It is a large-scale supply chain base project built by the company to implement the internationalization strategy and to promote the integration and mutual complement of economy in the East, central and Western Asia. One belt, one road supply chain base ( Jiangsu Lianyungang Port Co.Ltd(601008) ) project will be put into operation. The overseas Asian project Aktau base project is also stepping up construction. The development of other projects will require a lot of capital investment. “The introduction of controlling shareholders with state-owned assets and industrial background will further promote the business development of the company and be conducive to the long-term development of listed companies and the realization of strategic objectives.”
(interface News)
