See the problem again, the independent director of the company resigned!
On the evening of April 13, the Tibet Development Co.Ltd(000752) announcement of the 2021 annual report, which was originally scheduled to be disclosed on April 29, found that the problem of external loan of factor company Tibet Lhasa Beer Co., Ltd. (hereinafter referred to as “Lhasa beer”) had not been effectively solved, and Wang Guoqiang, the independent director of the company, resignedP align = “center” Tibet Development Co.Ltd(000752) announcement
This is also the resignation of Tibet Development Co.Ltd(000752) another independent director since this year.
Earlier in January, Fang Yi, the independent director of the company, resigned due to “limited energy”. Looking back, since the “wearing stars and hats”, Tibet Development Co.Ltd(000752) personnel has changed greatly. The chairman, general manager, chief financial officer and certificate representative of the company have resigned and “changed their blood”P align = “center” Tibet Development Co.Ltd(000752) announcement list
Statistics show that Tibet Development Co.Ltd(000752) takes Lhasa beer as its main business platform, its main business is beer production and sales, and its main brand is “Lhasa beer”. Previously, due to the occupation of non operating funds by the former controlling shareholder of the company, Tibet Tianyi Longxing Investment Co., Ltd. (hereinafter referred to as “Tianyi Longxing”), the company’s shares implemented other risk warnings on April 10, 2019; Moreover, as the audited net profit of the company in 2018 and 2019 was continuously negative, the delisting risk warning of the company’s stock trading was continued on April 29, 2020.
“Lhasa beer” problem is hard to solve
“due to the problem of lending funds to the outside world of Lhasa beer, it has been unable to be effectively solved; I can not obtain the relevant financial information of the company in time and accurately, so I hereby apply for resignation as an independent director of the company.” Wang Guoqiang’s written resignation report submitted to the board of directors of the company on April 12 was as Frank as aboveP align = “center” Tibet Development Co.Ltd(000752) announcement
Statistics show that Wang Guoqiang has successively worked in China Trademark and patent office, Beijing Zhongli law firm and Beijing Yuren law firm. He is now the director of Beijing Jingze law firm. He has served as Tibet Development Co.Ltd(000752) independent director since January 2020.
This time, Wang Guoqiang’s resignation will also cause the number of Tibet Development Co.Ltd(000752) independent directors to be less than one-third of the members of the board of directors. According to relevant regulations, Wang Guoqiang’s resignation will take effect from the date when the new independent director is elected by the general meeting of shareholders of the company.
How important is the Lhasa beer that let Wang Guoqiang “resign” to Tibet Development Co.Ltd(000752) ? How big is the problem?
2020 annual report shows that Lhasa beer is Tibet Development Co.Ltd(000752) the main source of profit, but the relevant assets such as the equity of Lhasa Beer held by Tibet Development Co.Ltd(000752) are frozen. Whether the company can effectively control Lhasa beer has previously been questioned by the Shenzhen Stock Exchange
Statistics show that Tibet Development Co.Ltd(000752) beer business has long focused on its subsidiary Lhasa beer. Due to historical reasons, Tibet Development Co.Ltd(000752) has weak control over Lhasa beer, and the company’s equity and other related assets of Lhasa beer are frozen due to the litigation matters caused by the original controlling shareholder Tianyi Longxing and the non-standard behavior of the management.
This is also an important reason why the accounting firm mentioned in the 2020 audit report that Tibet Development Co.Ltd(000752) has major doubts and uncertainties about the ability to continue as a going concernP align = “center” Tibet Development Co.Ltd(000752) announcement
It is reported that from April 2019 to July 2020, Lhasa Beer transferred funds to Tibet highland barley beer Co., Ltd. (hereinafter referred to as “highland barley beer”) or a third party entrusted by highland barley beer for many times, and transferred out again after being returned by the other party for many times, with a maximum daily balance of 255 million yuan. When the above loan agreement was signed, Tibet Development Co.Ltd(000752) did not receive relevant materials and failed to fulfill the review procedures and information disclosure obligationsP align = “center” Tibet Development Co.Ltd(000752) announcement p align = “center” Tibet Development Co.Ltd(000752) announcement
Tibet Development Co.Ltd(000752) and several executives of the company were also given disciplinary sanctions by Shenzhen Stock Exchange in February 2022. The punishment decision shows that the company’s chairman Luo Xi, then chairman Tan Changbin, general manager Chen Tingting, chief financial officer Tang Yi and then general manager Yu Hongwei bear important responsibility for the above violations. Shenzhen Stock Exchange decided to publicly condemn Tibet Development Co.Ltd(000752) and the above-mentioned responsible person. Moreover, due to this violation, Shenzhen Stock Exchange also issued a supervision letter to Yin Zhanwu, then chairman of Tibet Development Co.Ltd(000752) and Xu Jun, then general manager.
Regarding the question of “whether the company actually controls Lhasa beer”, Tibet Development Co.Ltd(000752) in reply to the letter of concern of Shenzhen Stock Exchange, said that after the new management entered the listed company, in view of the insufficient influence of the company on the financial and business decisions of Lhasa beer, it took a variety of measures to strengthen control, such as appointing a new chairman to Lhasa beer Order and urge Lhasa beer to act as an independent financial accounting entity, strictly follow the standardized operation requirements of listed companies, and standardize management processes and financial activities.
Although relevant measures have been taken, at present, the problem of Lhasa Beer lending funds has not been solved, which has also become the main reason for the resignation of Tibet Development Co.Ltd(000752) independent director Wang Guoqiang.
facing multiple lawsuits and arbitrations
Tibet Development Co.Ltd(000752) faces “troubles” far beyond the loan of Lhasa beer, as well as multiple lawsuits and arbitrations, and the bigger “crisis” may lie in the “loss in advance” of the company’s net profit in 2021.
According to the performance forecast for 2021, Tibet Development Co.Ltd(000752) annual net profit loss is expected to be 14.8 million yuan to 22.2 million yuan, a year-on-year decrease of 205.32% to 257.97%; Deduct non net profit loss of 920000 yuan to 8320000 yuan, a year-on-year decrease of 128.87% to 361.15%P align = “center” Tibet Development Co.Ltd(000752) 2021 performance forecast
For the reasons for the expected loss of performance in 2021, Tibet Development Co.Ltd(000752) said that the company did not actually use the interest expense recognized by the loan, and the interest expense formed by the external commercial acceptance bill and the external guarantee commercial acceptance bill, which was included in the current non operating expenses and financial expenses, was the main reason for the loss of the company in 2021.
Previously, Tibet Development Co.Ltd(000752) it was because the audited net profit in 2018 and 2019 was continuously negative that the risk warning of continued delisting was implemented.
Fortunately, the company achieved a turnaround in 2020, with a revenue of about 405 million yuan and a net profit of about 14.053 million yuanP align = “center” Tibet Development Co.Ltd(000752) 2021 performance forecast
The announcement shows that Tibet Development Co.Ltd(000752) shares are still subject to delisting risk warning and other risk warnings by Shenzhen Stock Exchange. According to the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the annual report of Tibet Development Co.Ltd(000752) 2021 may decide that the company will continue to implement the “delisting risk warning” and plan or face the “termination of listing decided by Shenzhen Stock Exchange”.
In addition, Tibet Development Co.Ltd(000752) also faces many lawsuits and arbitrations. Tianyi Longxing, the former controlling shareholder of the company, Wang Chengbo, the former legal representative and chairman of the company, and Wu Gang, the director of the company, were suspected of fraud and illegally signed contracts in the name of the company to carry out non business activities such as fund lending, external guarantee and issuing commercial acceptance bills. Since June 2018, Tibet Development Co.Ltd(000752) has been involved in a number of litigation cases, and the company has had a number of litigation and arbitration matters in successionP align = “center” Tibet Development Co.Ltd(000752) 2021 semi annual report
Tibet Development Co.Ltd(000752) for the sued case, the debt is accrued according to the accounting estimation. According to the semi annual report of 2021, as of June 30, 2021, Tibet Development Co.Ltd(000752) due to the book value of the litigation case, the principal and interest of 519 million yuan have been accrued. The creditor’s rights formed by the litigation case are expected to have very low recoverability due to the loss of contact with the other party, and the impairment provision has been fully accrued.
On December 21, 2021, Tibet Development Co.Ltd(000752) announced that the company had received the notice of filing a case from the Economic Investigation Detachment of Lhasa Public Security Bureau. Wang Chengbo’s case of suspected breach of trust and damage to the interests of listed companies met the conditions for filing a criminal case, and the Economic Investigation Detachment had decided to file a case for investigation.
