In the case of China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) , which had just raised the limit on Friday, there was bad news after the market, and Chairman Wu Yanwei was filed for investigation by the CSRC.
Wu Yanwei's investigation this time is related to the continuous reduction of the company's shares. Since 2020, Wu Yanwei has greatly reduced China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) shares. In two years, there have been five rounds of large-scale transaction reduction. The annual reduction limit is not more than 25% of the shares held by the regulatory requirements, and the accumulated cash out exceeds 500 million yuan. In addition to Wu Yanwei, several other directors of the company, Liang Fuhua, Liu Zhongchi, song Weimin and supervisor Wang Yonggang, have also continued to reduce in recent two years, cashing in millions to billions.
The reporter of China fund daily noted that on December 28 last year, Zhao Peng, Secretary of the board of directors of the company, proposed to resign and only served as the deputy general manager of the company. Wu Yanwei, chairman of the board of directors, was responsible for information disclosure.
In 2021, China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) lost 315 million yuan. In the first quarter of this year, it continued to lose more than 16 million yuan. In recent years, the stock price has been in a negative decline channel, falling by 80% in five years.
shareholding change letter Phi violates laws and regulations
According to the announcement, Wu Yanwei, the shareholder of China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) holding more than 5% shares and chairman of the board, received the notice of filing a case (No.: Zhengjian Lijian Lijian Zi No. 0142022010) from the China Securities Regulatory Commission on May 20, 2022. Because Wu Yanwei was suspected of violating the law and regulations in the disclosure of information on shareholding change of China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) , the CSRC decided to file a case in accordance with the securities law of the people's Republic of China, the administrative punishment law of the people's Republic of China and other laws and regulations.
The company said that the above matters only involve Wu Yanwei, and the company's production and operation activities are normal. The company will continue to pay attention to the progress of the above matters and perform the obligation of information disclosure in a timely manner in strict accordance with the provisions and requirements of relevant laws and regulations.
It is worth noting that Wu Yanwei himself is currently China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) responsible for information disclosure. On December 28, 2021, the company announced that it had received a written resignation report from Zhao Peng, Secretary of the board of directors. Mr. Zhao Peng applied for resignation as secretary of the board of directors of the company for personal reasons. However, it is quite strange that Zhao Peng did not leave China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) , but continued to serve as the deputy general manager of the company.
According to the relevant regulations of Shenzhen Stock Exchange, in order to ensure the normal work of the company's board of directors, during the period when the board of directors has not formally appointed a new secretary of the board of directors, Wu Yanwei, the chairman of the company, will temporarily act as the Secretary of the board of directors. At the same time, the company said that the candidate for the Secretary of the board of directors will be determined as soon as possible according to the relevant regulations. However, it has been six months since Zhao Peng resigned, and the company still has not found a new secretary.
two years, five rounds of reduction and cash out exceeding 500 million
Wu Yanwei was originally the controlling shareholder and actual controller of China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) company. In January 2019, Wu Yanwei and others signed the share transfer agreement with Chengdu Xingcheng investment group to transfer their total China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) 349 million shares (accounting for 19.29% of the total share capital of the company) to Xingcheng group, and Chengdu state-owned assets became the new actual controller. Wu Yanwei, who retired as the second shareholder, began a large-scale reduction. In 2020 and 2021, Wu Yanwei launched five rounds of block trading reduction, with a total cash out of more than 500 million yuan.
In March 2020, the company announced that due to the demand of personal funds, Wu Yanwei reduced his 35.9 million shares of the company's tradable shares with unlimited sales conditions through the block trading system of Shenzhen Stock Exchange on March 10, 2020, accounting for 1.99% of the total share capital of the company. The average price of this reduction was RMB 398 and cash out was RMB 143 million.
Four months later, in July 2020, the company announced that due to the demand of personal funds, Wu Yanwei reduced 36 million shares of the company's tradable shares with unlimited conditions through the block trading system of Shenzhen Stock Exchange from July 14, 2020 to July 15, 2020, accounting for 1.99% of the total share capital of the company. Due to the decline of share price, the average price of this reduction was about 357 yuan and 129 million yuan was cashed out.
After entering 2021, the reduction continued. In April 2021, the company announced that due to the demand of personal funds, Wu Yanwei reduced 35 million shares of the company's tradable shares with unlimited conditions through the block trading system of Shenzhen Stock Exchange from April 29, 2021 to April 30, 2021, accounting for 1.94% of the total share capital of the company. The average price of this reduction further fell to 3 yuan and cashed out about 105 million yuan.
In December 2021, the company announced again that due to the demand of personal funds, Wu Yanwei reduced 30 million shares of the company's tradable shares with unlimited sales conditions through the block trading system of Shenzhen Stock Exchange on December 6, 2021, accounting for 1.66% of the total share capital of the company. The average price of this reduction fell below 3 yuan, only 2.77 yuan, and 83 million yuan was cashed out.
In addition to the above four announced reduction, Wu Yanwei actually had a round of reduction in November 2020, selling a total of 17 million shares and cashing out about 55 million yuan.
In this way, Wu Yanwei has reduced his holdings of 153 million shares in two years, the number of shares he holds has decreased from 356 million to 203 million, the shareholding ratio has decreased from 19.74% to 11.12%, and the cash out amount has exceeded 500 million.
deduction of non net profit decreased for five consecutive years
share price fell 80% in five years
Wu Yanwei is far from the only director and supervisor who reduced his shareholding in China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) the company. In the past two years, the other three directors of the company, Liang Fuhua, Liu Zhongchi, song Weimin and supervisor Wang Yonggang, also continued to reduce their shareholding.
On March 4, 2020, Liang Fuhua reduced 4.5 million shares, with an average reduction price of 3.97 yuan and cash out of about 18 million yuan. Song Weimin reduced his holdings in five times in more than two years, including three block transactions and two bidding reductions, with a total reduction of about 45 million shares and cash out of more than 140 million yuan. Liu Zhongchi, another director, reduced his holdings seven times before and after, and cashed out about 170 million yuan in total. Wang Yonggang, the supervisor, reduced 2.4 million shares and cashed out about 8 million yuan.
In sharp contrast to the high enthusiasm of directors, supervisors and senior executives for reducing their holdings, the performance of the company China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) from 2017, although the operating revenue can maintain a certain growth, the net profit, especially the non net profit, continues to decline, and a large loss will occur directly in 2021.
China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) released the 2021 annual performance report on the evening of April 11, saying that the operating revenue in 2021 was about 5.174 billion yuan, a year-on-year decrease of 8.63%; The net profit loss attributable to the shareholders of the listed company is about 315 million yuan; The loss of basic earnings per share was 0.17 yuan.
The company said that during the reporting period, affected by covid-19 pneumonia, macro-economy and market competition, the construction delay of the project and the increase of the use cost of materials, labor and equipment caused the decline of the company's revenue and the gross profit margin of the project. The commercial acceptance bill of individual customers of the company is in breach of contract, and the bill presented to the drawer for payment is refused; The company analyzed and evaluated the recoverability of individual customer receivables and contract assets, considered that there were obvious signs of impairment, and made provision for impairment. Affected by covid-19 pneumonia, macro-economy and market competition, the performance of subsidiaries acquired by the company in the early stage declined, and the company made provision for goodwill impairment.
The company disclosed its first quarterly report on April 28, 2022. In the first quarter of this year, it achieved a total operating revenue of 480 million, with a year-on-year sharp decrease of 55.2%; The net profit attributable to the parent company was -16.316 million, with a continuous loss and a profit of 42.28 million yuan in the same period of last year.
In terms of share price, in line with the decline of performance and the reduction of shareholders' holdings, China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) 2017 continued to decline for five years, from more than 15 yuan (former resumption of rights) to more than 3 yuan, with a cumulative decline of about 80%. As of May 20, China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) reported 3.25 yuan / share, with a market value of about 5.9 billion yuan.
