There is such a wonderful listed company. An inquiry letter of Shenzhen stock exchange for the semi annual report has been postponed for 17 times and has not been replied, with a time span of up to 4 months.
After two downgrades of the credit rating of the company’s main bond issuance, the independent directors couldn’t sit still. On January 12, Misho Ecology & Landscape Co.Ltd(300495) (300495. SZ) announced that they had received two resignation applications from the independent directors.
After investigation, the first financial reporter found that there are still many suspicious points in the company. Clearly holding a large amount of monetary funds, cash and cash equivalents, but unable to repay the corresponding debts.
In response to the above questions, the Shenzhen Stock Exchange also continued to issue the corresponding inquiry letter.
inquiry letter extended 17 times
On August 27, the company corrected the errors in the company’s 2016-2020 financial statements in an assurance report on special instructions for St Meishang’s accounting error correction issued by Zhongtian Huamao Certified Public Accountants (hereinafter referred to as “Zhongtian Huamao”).
The above report shows that Chongqing Jindian Garden Co., Ltd. (hereinafter referred to as Jindian garden) acquired by St Meishang in 2016 did not timely handle the settlement differences of engineering projects, and there were accounting errors in this business since the acquisition.
Through St Meishang’s self inspection, it is found that there are differences between the bank journal and the bank statement, mainly due to the company’s failure to timely disclose the non operational occupation of funds by the controlling shareholders and their related parties, fictitious collection of accounts receivable, etc.
On August 30, 2021, on the day St Meishang issued the semi annual report, Shenzhen stock exchange immediately issued an inquiry letter to the company on the semi annual report of 2021.
The inquiry letter is mainly divided into three parts:
the first is about the correction of accounting errors.
For example, in the inquiry letter, the supervisor questioned why the total adjustment amount of asset accounts is not equal to the total adjustment amount of assets in “II. Impact of correction matters on financial statements” in the above error correction announcement, and the amount of prepayments, accounts payable and other accounts at the end of 2020 in the 2021 semi annual report is inconsistent with the error correction announcement.
followed by on matters that cannot be commented in the 2020 audit report.
Zhongtian yunsuo has issued an audit report on St Meishang’s 2020 financial report that cannot express an opinion. The matters involved include the inability to confirm the company’s occupation of funds by controlling shareholders, the impact of error correction on the financial statements in the previous financial statements, the recoverability of accounts receivable and contract asset balance, and the adequacy of impairment provision.
On the other hand, Zhongtian Huamao issued a statement on the elimination of matters that cannot express opinions, indicating that the impact of matters that cannot be expressed in the company’s 2020 audit report has been eliminated, except that the funds occupied by major shareholders and their related parties have not been repaid.
Regulatory requirements Zhongtian Huamao and St Meishang elaborate on relevant specific contents.
finally, the regulator questioned various data in St Meishang’s 2021 semi annual report, such as the company’s debt problem.
Since the regulatory release of the inquiry letter of the 2021 semi annual report, Misho Ecology & Landscape Co.Ltd(300495) has opened a “tug of war” with the Shenzhen stock exchange for up to four months. Each time, the reply is delayed in the form of “squeezing toothpaste”, and the Shenzhen Stock Exchange has repeatedly issued a new “regulatory letter” to Misho Ecology & Landscape Co.Ltd(300495) .
On January 11, 2022, in the 17th reply, Misho Ecology & Landscape Co.Ltd(300495) said that due to the large amount of data involved in the remaining issues in the semi annual report inquiry letter, the company needs to verify item by item and the audit institution needs to verify and express opinions. The company will delay completing the reply and disclosure before January 18, 2022.
downgrade of bond issuance rating and resignation of independent directors
According to the attention letter issued by Shenzhen Stock Exchange on January 4, 2022, as of December 31, 2021, Misho Ecology & Landscape Co.Ltd(300495) and the overdue principal of subsidiaries’ debts totaled about 472 million yuan, accounting for 21.14% of the company’s latest audited net assets; The total amount of litigation involved in the overdue of the company and its subsidiaries for 12 consecutive months was about 683 million yuan, accounting for 29.17% of the company’s latest audited net assets.
As of September 30, 2021, Misho Ecology & Landscape Co.Ltd(300495) monetary fund balance was about 438 million yuan. Wang Yingyan, the actual controller of the company, repaid 96 million yuan and 300 million yuan of the company’s funds on April 30 and June 30, 2021 respectively.
Shenzhen stock exchange requires Misho Ecology & Landscape Co.Ltd(300495) to explain the reason and rationality of the company’s existence of large monetary funds but failure to repay overdue debts in time, and whether the company can actually control and control the actual controller’s fund occupation and repayment, and question whether the relevant funds are occupied by the actual controller or its related parties again.
It is puzzling that in the reply to the inquiry letter issued by the supervisor on January 4, 2022, Misho Ecology & Landscape Co.Ltd(300495) actually wrote the date of receiving the letter of concern as “July 1, 2021”, and there was such a staggering statement as “organizing relevant personnel to turn away the reply work”.
In addition, the reporter checked the announcements issued by Misho Ecology & Landscape Co.Ltd(300495) since January 1, 2022 and found that some announcement numbers still start with 2021.
After a series of confusing operations, the regulator lowered the rating of Misho Ecology & Landscape Co.Ltd(300495) bond issuers.
On December 2, 2021, united credit rating Co., Ltd. (hereinafter referred to as “united credit”) announced that the long-term credit rating of Misho Ecology & Landscape Co.Ltd(300495) subject was lowered to a -, and the rating outlook was negative; The credit rating of “17 Meishang 01” and “18 Meishang special bond 01” is AAA and the rating outlook is stable.
On January 11, 2022, united credit updated its rating, indicating that after comprehensive evaluation, it decided to downgrade the long-term credit rating of Misho Ecology & Landscape Co.Ltd(300495) to BB +, and the rating outlook remained negative; Maintain the credit rating of “17 Meishang 01” and “18 Meishang special bond 01” as AAA, and the rating outlook is stable.
On the evening of January 12, Misho Ecology & Landscape Co.Ltd(300495) announced that it had received the resignation application submitted by independent directors Sha Zhihui and Zhou Lianbi. Sha Zhihui applies for resignation from the independent director, director of the audit committee and member of the nomination committee of the third board of directors of the company for personal reasons. After the resignation takes effect, Sha Zhihui will not hold any position in the company; Zhou Lianbi applied for resignation as an independent director, member of the remuneration and assessment committee and member of the strategic development committee of the third board of directors of the company for personal reasons. After the resignation takes effect, Zhou Lianbi will not hold any position in the company.
The announcement said that before the new independent directors were elected at the shareholders’ meeting, Sha Zhihui and Zhou Lianbi still performed their original duties. As of January 22, 2022, neither Sha Zhizhi nor Zhou Lianbi held Misho Ecology & Landscape Co.Ltd(300495) shares.
