After three extensions, the 2021 annual report of Yanan Bicon Pharmaceutical Listed Company(002411) ( Yanan Bicon Pharmaceutical Listed Company(002411) . SZ) failed to be disclosed as scheduled within the deadline of April 30.
Yanan Bicon Pharmaceutical Listed Company(002411) 4 announced on April 29 that due to the failure to reach an agreement with the audit institution on major matters, the preparation of the annual report encountered difficulties and could not disclose the annual report of 2021 and the first quarterly report of 2022 before April 30. Previously, the company has delayed the disclosure of its annual report for three times.
According to the existing regulations, April 30 is the legal deadline for the disclosure of the annual report. Failure to disclose the annual report on time is almost a test of life and death for listed companies. Such a situation is rare in a shares. Due to the failure to disclose the annual report on schedule, Steyr, Beixun group and other companies have been delisted in July 2021.
However, Yanan Bicon Pharmaceutical Listed Company(002411) did not explain the contents of the matters that could not be agreed with the audit institution and the reasons for the differences. According to the disclosure, the company expects the annual net profit of last year to be a loss of up to 880 million yuan, while it was previously expected to make a profit of up to 1 billion yuan. The reason for the sudden loss is the provision for bad debts and asset impairment.
Moreover, since the backdoor listing in 2015, Yanan Bicon Pharmaceutical Listed Company(002411) has been punished many times by the supervision due to the continuous violation of laws and regulations, such as illegal occupation of funds of listed companies by major shareholders, illegal guarantee, financial fraud and so on. By the end of January this year, the overdue debt of the company had reached 2.3 billion yuan.
Whether there are more secrets behind the differences with audit institutions is unknown. First financial investigation found that in order to solve the problem of providing illegal guarantees to the actual controller and its related parties, Yanan Bicon Pharmaceutical Listed Company(002411) in January this year, the transferee transferred all the equity of a subsidiary at the price of 50000 yuan, while the transferee was a small company with only a few days of establishment and a registered capital of 100000 yuan.
In this one in and one out, Yanan Bicon Pharmaceutical Listed Company(002411) lost nearly 1.5 billion yuan in cash. The disclosure shows that in September 2020, the company priced nearly 1.5 billion yuan and bought the company from major shareholders.
Yanan Bicon Pharmaceutical Listed Company(002411) last year's performance suddenly changed. Is it related to the transfer of this subsidiary? Pending further investigation.
Annual report not disclosed on schedule
From May 5, Yanan Bicon Pharmaceutical Listed Company(002411) 's shares will be suspended. The shares closed at 29.08 yuan on the same day, while some shares rose less than 29.55% in the past four months.
Before the official recognition of "dystocia" in the annual report, Yanan Bicon Pharmaceutical Listed Company(002411) has delayed the disclosure time for many times, and the reasons for the delay are related to the epidemic situation. According to the original plan, the disclosure time of its 2021 annual report is March 31. However, on March 26 and April 26, the company twice postponed the disclosure time to April 27 and 30 on the grounds that the annual report audit progress may lag due to the impact of epidemic prevention and control in some regions.
According to the existing regulations, April 30 is the deadline for the disclosure of the annual report, so it is difficult to use the "epidemic situation" as a shield. Yanan Bicon Pharmaceutical Listed Company(002411) again changed its language, which pushed the reason why the 2021 annual report could not be disclosed on schedule to the audit institution: the annual report was difficult to prepare due to the failure to reach an agreement with the audit institution of the annual report on major matters.
As for the reason why the first quarterly report of this year could not be disclosed on schedule, the company said that since the disclosure time could not be earlier than the annual report of last year, the first quarterly report of this year could not be disclosed within the legal time limit when the annual report of 2021 had not been published.
Like Yanan Bicon Pharmaceutical Listed Company(002411) , in 2022, Shangying Global Co.Ltd(600146) , Xin Jiang Ready Health Industry Co.Ltd(600090) , Boomsense Technology Co.Ltd(300312) , Furen Group Pharmaceutical Co.Ltd(600781) and other companies did not disclose the annual report of 2021 within the statutory time limit. But before that, there were few A-share listed companies with similar situations. From 2018 to 2021, similar situations only occurred in a few companies such as Kaidi ecology, Steyr and Beixun group.
Listed companies that fail to disclose their annual reports within the statutory time limit will face the test of life and death. In addition to the above-mentioned companies added this year, many companies with similar situations earlier have withdrawn from the stage of A-share history, including Beixun group and Steyr.
In 2018 and 2019, the accounting reports of Beixun group for two consecutive years were issued with audit reports that could not express opinions. The listing of its shares was suspended from July 9, 2020, and the 2020 annual report was not disclosed within the legal time. Therefore, after the Exchange decided to terminate the listing in June 2021, the company was delisted on July 22 of that year.
Steyr's situation is similar. On July 6, 2020, after the listing was suspended due to the negative net profit from 2017 to 2019, the company failed to disclose the 2020 annual report within the legal period, and the company was also terminated from listing.
However, slightly different from the above two companies, Yanan Bicon Pharmaceutical Listed Company(002411) did not suspend listing before the "dystocia" of the annual report, so there was an additional "grace period" of four months.
According to the regulations of the Shanghai and Shenzhen Stock Exchange, listed companies with such situations will still be unable to disclose the 2021 annual report within two months of the suspension of stock trading, and their shares will be subject to delisting risk warning. If the delisting risk warning is not disclosed within two months from the date of implementation, the listing may be terminated.
In other words, if the 2021 annual report can be disclosed before September 5 this year, Yanan Bicon Pharmaceutical Listed Company(002411) still has a chance to avoid delisting. If the disclosure time is further advanced by two months, it can avoid being warned of delisting risk and becoming "ST" shares.
Yanan Bicon Pharmaceutical Listed Company(002411) also said in the announcement on April 30 that it is making every effort to promote the preparation of the report, strengthen communication with the annual audit accountant and other relevant parties, and strive to disclose the annual report of 2021 and the first quarterly report of 2022 within two months from the expiration of the statutory disclosure period.
differences
Yanan Bicon Pharmaceutical Listed Company(002411) 2020 annual report is audited by YONGTUO certified public accountants. It was changed to ZTE caiguanghua Certified Public Accountants on January 18 this year. The company did not explain the specific contents of major matters that could not be agreed in the announcement.
It is worth noting that in addition to financial indicators, many of the above listed companies that failed to disclose their annual reports and delisted have serious violations such as illegal occupation of major shareholders' funds, illegal guarantee and financial fraud, as is the case with Beixun group and Steyr.
According to public information, Steyr falsely increased its net profit by 70.754 million yuan in 2014, reduced its total profit by 80.5 million yuan in 2015, and falsely increased its revenue and net profit by 188 million yuan and 140 million yuan in 2016.
Beixun group was also subject to regulatory penalties for concealing related party transactions.
The 2018 annual report was also issued with an audit report that could not express an opinion by the audit institution because of doubts about the nature of equipment prepayment of up to 4.61 billion yuan, the integrity of potential related parties and their transactions, and the authenticity of engineering materials, of which 1.379 billion yuan flowed into Tianyu Communication Group. In August 2019, Shenzhen Securities Regulatory Bureau issued a decision on administrative supervision measures and ordered Beixun group to explain it.
According to the administrative punishment issued by Shenzhen Securities Regulatory Bureau in April this year, in the first half of 2018, during the above-mentioned period, three wholly-owned subsidiaries of Beixun group had related party transactions of 680 million yuan with Tianyu group, but the company failed to fulfill the related party transaction review procedures and concealed the related party relationship and related party transactions. Beixun group and several then senior executives and responsible personnel were fined and warned.
Yanan Bicon Pharmaceutical Listed Company(002411) there are similar situations. According to the determination of Shaanxi Securities Regulatory Bureau in August 2020, Yanan Bicon Pharmaceutical Listed Company(002411) controlling shareholder Xinyi Bikang new pharmaceutical industry complex Investment Co., Ltd. (hereinafter referred to as "Xinyi Bikang"), from 2015 to 2018, the accumulated non operating capital occupied by the listed company reached 4.497 billion yuan. In order to cover up the facts, Yanan Bicon Pharmaceutical Listed Company(002411) inflated monetary funds in the annual report from 2015 to 2018.
On September 18, 2020, Yanan Bicon Pharmaceutical Listed Company(002411) disclosed that the controlling shareholders and their related parties returned all the remaining occupied funds, but the administrative supervision measures issued by Shaanxi securities regulatory bureau at the end of December 2021 said that some occupied funds had not been truly returned. Moreover, after October 2020, the controlling shareholders and their related parties continued to occupy Yanan Bicon Pharmaceutical Listed Company(002411) funds, involving an amount of 75 million yuan. The company not only did not disclose it, but claimed that it had returned all of it.
More seriously, in September 2020, Yanan Bicon Pharmaceutical Listed Company(002411) acquired Xuzhou BEIMENG Logistics Co., Ltd. (hereinafter referred to as "BEIMENG logistics"), but BEIMENG logistics had previously guaranteed 2.796 billion yuan for the controlling shareholder and actual controller of the listed company. The debt corresponding to partial guarantee has been formed for nearly four years.
According to Yanan Bicon Pharmaceutical Listed Company(002411) disclosure, on April 23, 2020, BEIMENG logistics provided guarantee for Xinyi Bikang's 800 million yuan debt, and the creditor was Yan'an Dingyuan investment (Group) Co., Ltd. (hereinafter referred to as "Dingyuan investment"). The cause of the incident is related to the private enterprise rescue of Yanan Bicon Pharmaceutical Listed Company(002411) in 2018.
The announcement shows that on September 14, 2018, Dingyuan investment signed an agreement with Li zongsong, the actual controller of Yanan Bicon Pharmaceutical Listed Company(002411) to transfer Yanan Bicon Pharmaceutical Listed Company(002411) 5% shares and agreed to pay an advance payment of 1 billion yuan. After the signing of the agreement, the former paid 800 million yuan, but since there was no transfer condition for Yanan Bicon Pharmaceutical Listed Company(002411) shares, the two sides terminated the agreement in April 2020 and Li zongsong returned the advance payment. However, after the agreed time expired, Li zongsong did not return it as scheduled. In March 2021, Dingyuan investment filed a lawsuit with the court.
Other parts of the above guarantee are also related to major shareholders. On June 18, 2020, Yanan Bicon Pharmaceutical Listed Company(002411) also guaranteed the debts of Xinyi Bikang and Li zongsong of 1.26 billion yuan and 705 million yuan, and the creditors were Huarong securities. In July of the same year, Xinyi Bikang borrowed 30.4 million yuan from Xiamen International Bank and Yanan Bicon Pharmaceutical Listed Company(002411) again provided guarantee.
For the above major issues, Yanan Bicon Pharmaceutical Listed Company(002411) has not been disclosed in the 2020 annual report and the 2021 semi annual report. It was not until January this year that the company made public the matter after regulatory measures were taken.
In addition, Yanan Bicon Pharmaceutical Listed Company(002411) there are a large number of overdue debts. In April 2018, the company issued 700 million yuan of corporate bonds with a term of three years, but these funds were later partially misappropriated. On April 25, 2020, the bondholders had asked for the resale of the bonds, which was postponed to April 26, 2021 after negotiation, but 50% of them should be cashed by the end of December 2020. Due to the shortage of funds, the company failed to honor the bonds as agreed, resulting in breach of contract, and the delay has not been solved so far.
According to Yanan Bicon Pharmaceutical Listed Company(002411) disclosure, as of January 27 this year, a total of 80 accounts of the company and some subsidiaries had been frozen due to litigation and other reasons, and the actual frozen funds were 4.81 million yuan. In the same period, there were 12 overdue debts, with a total overdue amount of 2.3 billion yuan.
why did the performance suddenly change face
While the annual report cannot be disclosed within the deadline, the performance forecast of Yanan Bicon Pharmaceutical Listed Company(002411) 2021 also changed suddenly.
Yanan Bicon Pharmaceutical Listed Company(002411) once disclosed at the end of October 2021 that the net profit of that year was expected to be 950 million yuan to 1 billion yuan. However, the revised performance forecast on April 30 shows that the net profit of last year is expected to lose 780 million yuan to 880 million yuan, and the non net profit is expected to lose 779 million yuan to 879 million yuan.
According to the third quarterly report, in the first three quarters of last year, Yanan Bicon Pharmaceutical Listed Company(002411) net profit was 609 million yuan and net profit deducted was 536 million yuan.
However, the prices of Yanan Bicon Pharmaceutical Listed Company(002411) main products rose sharply last year. The price of lithium hexafluorophosphate produced by its subsidiary Jiangsu Jiujiu Technology Co., Ltd. rose from the lowest 70000 yuan / ton in August 2020 to the highest price of 515000 yuan / ton on October 27, 2021, an increase of 635.71%.
In this case, why does the performance suddenly change? The company said that due to the principle of prudence, bad debt reserves were withdrawn for individual accounts receivable and impairment was withdrawn for each asset group, which had a great impact on the performance.
What bad debt reserves and asset impairment reserves have been accrued, resulting in a sudden huge loss of profits last year Yanan Bicon Pharmaceutical Listed Company(002411) has not been disclosed yet.
According to the disclosure, in 2020, Yanan Bicon Pharmaceutical Listed Company(002411) totally withdrew 842 million yuan of asset impairment loss, of which the most important part was accounts receivable and construction in progress, with the amount of about 310 million yuan and 366 million yuan respectively.
According to the book balance, the proportion of the company's previous accounts receivable accrual and asset impairment loss is not high. By the end of 2020, the book value of the company's accounts receivable was about 5.08 billion yuan, and the balance of bad debt provision at the end of the period was about 687 million yuan. Based on this calculation, the proportion of new provision in the current year is about 5%.
At the same time, Yanan Bicon Pharmaceutical Listed Company(002411) of the accounts receivable, the aging is not long. According to the data, by the end of 2020, the book balance of its aging within one year was 3.77 billion yuan and 1.01 billion yuan from one to two years, accounting for about 94%. By the end of June 2021, the total amount of the above two categories is about 3.8 billion yuan.
In the three quarters of last year, Yanan Bicon Pharmaceutical Listed Company(002411) the balance of accounts receivable did not increase significantly. By the end of 2020, the balance of Yanan Bicon Pharmaceutical Listed Company(002411) receivables was 4.39 billion yuan, while the book balance was 50.4 yuan. The balance at the end of last year was 4.5 billion yuan, while that at the end of last year was not significant.
In addition, although the scale of receivables is large, the single amount is not large. According to the 2020 annual report, by the end of the year, the total amount of arrears in the top five of Yanan Bicon Pharmaceutical Listed Company(002411) accounts receivable was only 1.233 billion yuan, and the corresponding bad debt provision was 140 million yuan last year.
According to the latest disclosure, in the fourth quarter of last year, the upper limit of the company's net profit loss may be more than 1.48 billion yuan. If these losses are related to asset impairment and provision for bad debts, it is equivalent to that the amount of such losses increased by more than 660 million yuan year-on-year last year, with an increase of 80%.
In this case, where did the sharp increase in asset impairment and bad debt impairment provision come from?
strange asset transfer
Long term blood transfusion and illegal guarantee for the actual controller and its related parties, Yanan Bicon Pharmaceutical Listed Company(002411) has been subject to regulatory penalties for many times, and may suffer major asset and capital losses for this.
According to the disclosure on September 8, 2020, Yanan Bicon Pharmaceutical Listed Company(002411) priced at 1.48 billion yuan, purchased BEIMENG logistics under the actual controller in cash. In January this year, the company transferred the equity of BEIMENG logistics to Xinyi Chiheng Logistics Co., Ltd. (hereinafter referred to as "Chiheng logistics") at a price of 50000 yuan.
Long before Yanan Bicon Pharmaceutical Listed Company(002411) acquisition, BEIMENG logistics was in deep trouble. According to the available information, since late August 2020, BEIMENG logistics and its actual controller Li zongsong have been issued consumption restriction orders 14 times by the court due to sales contract disputes.
According to the disclosed data, as of the end of June 2020, the net assets of BEIMENG logistics were 1.18 billion yuan. In 2019 and the first half of 2020, the revenue of BEIMENG logistics was only 2.36 million yuan and 1.72 million yuan, and the net profit loss was 149 million yuan and 80.63 million yuan.
Yanan Bicon Pharmaceutical Listed Company(002411) transferring the equity of BEIMENG logistics is to solve the illegal guarantee provided to the actual controller and its related parties. These guarantees were originally provided by BEIMENG logistics and had been formed before Yanan Bicon Pharmaceutical Listed Company(002411) acquisition, that is, the above guarantee of more than 2.7 billion yuan for Xinyi Bikang.
According to the disclosure of Yanan Bicon Pharmaceutical Listed Company(002411) January 28 this year, on April 23, 2020, the company provided guarantee for Xinyi Bikang's 800 million yuan debt, and the creditor was Dingyuan investment.
On June 18 of the same year, Yanan Bicon Pharmaceutical Listed Company(002411) also guaranteed the debts of 1.26 billion yuan and 705 million yuan for Xinyi Bikang and Li zongsong, and the creditors were Huarong securities. In July of the same year, Xinyi Bikang borrowed 30.4 million yuan from Xiamen International Bank, and the company provided guarantee again.
In fact, the initial guarantor of the above guarantee for Xinyi Bikang and Li zongsong is BEIMENG logistics. BEIMENG logistics had not been acquired by Yanan Bicon Pharmaceutical Listed Company(002411) at the time of guarantee. In September 2020, after BEIMENG logistics became its subsidiary, the guarantee was also transferred to the listed company.
The key information of the transferor and the transferee has not been disclosed yet. But between buying and selling, listed companies lost nearly 1.48 billion yuan in vain.
According to the third-party information, Chiheng logistics was established on January 17, 2022, with a registered capital of only 100000 yuan. The shareholders are Cao Yanqing and Liu Tianping, two natural persons, and Cao Yanqing holds 90% of the shares. The specific identities of the two persons and their relationship with Yanan Bicon Pharmaceutical Listed Company(002411) actual controllers have yet to be further disclosed.
