The first survey and design company listed on the main board of the Shanghai Stock Exchange in southwest China, Exploration and Construction Co., Ltd. (603458), has not had a good time recently.
On July 22, due to errors in some accounting treatments in the previous period, resulting in inaccurate disclosure of relevant financial information in regular reports, the exploration shares and related responsible persons were given regulatory warnings by the Shanghai Stock Exchange. On the evening of July 21, the company issued an announcement on the expiration of the registration approval for the issuance of shares to specific objects, which means that the company's private placement that has been promoted for more than two years has officially failed.
Nearly 1 billion yuan of fixed increase approval expired
In March 2022, the company plans to issue about 94,141,200 shares to Guiyang Industrial Control, a subsidiary of Guiyang State-owned Assets Supervision and Administration Commission, at an issue price of 11.07 yuan per share, raising a total of about 1.042 billion yuan, and the net funds raised will be used to repay bank loans and replenish liquidity.
Prior to the issuance, the company had no controlling shareholder and actual controller. After the completion of the issuance, Guiyang Industrial Control will become the controlling shareholder of the company, and Guiyang State-owned Assets Supervision and Administration Commission will become the actual controller of the company.
According to the data, the main business of Exploration and Construction Co., Ltd. is engineering consulting and engineering contracting business, covering highways, municipal, construction, water transportation, environmental protection and other industries. The company's base camp is located in Guizhou, and more than eighty percent of its revenue in 2023 will come from Guizhou Province. Founded in August 2019 with a registered capital of 30 billion yuan, Guiyang Industrial Holdings is a comprehensive state-owned enterprise group integrating state-owned capital investment, operation and industrial leadership.
"Since the company's restructuring and listing, the shareholding structure has been dispersed, and it has been in a state of no controlling shareholder and actual controller for a long time, and there is a certain risk of control stability. Through the issuance of shares to specific objects, the company's equity structure will be further optimized, and the company will accelerate the realization of the goal of becoming an internationally renowned and domestic first-class comprehensive engineering technology service provider under the leadership of Guiyang State-owned Assets Supervision and Administration Commission and becoming a high-quality listed company that has made a major breakthrough in the secondary industry and adapted to full market competition. Exploration shares have said.
After the disclosure of the above-mentioned plan, the private placement of exploration shares has been revised and adjusted several times, and finally obtained the registration approval of the China Securities Regulatory Commission in July 2023. Due to the implementation of the equity distribution in 2023, in June this year, the company also adjusted the issue price of the private placement, and the company planned to issue about 90,091,400 shares to Guiyang Industrial Investment at a price of 10.53 yuan per share, raising a total of about 949 million yuan.
However, a year has passed since the registration approval was obtained, and the private placement was finally "yellow".
On the evening of July 21, the company announced that as of the date of the announcement, the company had not received a formal notice of the start of the issuance of Guiyang Industrial Control, so it failed to formally apply to the Shanghai Stock Exchange to start the issuance and listing of shares issued to specific objects, and the approval would automatically become invalid when it expired.
Exploration shares said that after the company obtains the approval documents, it will actively promote the work of issuing shares to specific objects in conjunction with intermediaries. "The company delivered the relevant issuance notification letter and timetable to Guiyang Industrial Investment on May 27, 2024, and served the issuance subscription reminder letter to it twice on June 3 and June 7, but did not receive a written reply from Guiyang Industrial Control."
The performance continued to decline, and the chairman was retained
In addition to the expiration of nearly 1 billion yuan of private placement registration approval, the change of ownership of state-owned assets "unpredictable future", since the beginning of this year, the negative news of exploration and construction shares has also continued.
From 2021 to 2023, the revenue and net profit of exploration and construction shares will continue to decline, of which the non-net profit deducted in 2023 will only be about 4.3012 million yuan, a year-on-year decrease of 95.60%; In the first quarter of this year, the company's revenue fell by 22.48% year-on-year, and the net profit attributable to the parent company turned significantly from profit to loss, and the net operating cash flow was -193 million yuan.
According to the performance forecast recently disclosed by the exploration and construction shares, according to the preliminary calculation of the financial department, it is expected that the net profit attributable to the parent company from January to June 2024 will be -92.6128 million yuan to -61.7419 million yuan, and the profit in the same period last year was 70.1864 million yuan.
The company's explanation for the pre-loss of performance is that due to the impact of the external environment and changes in market supply and demand, there are few newly launched infrastructure projects, the market competition is becoming increasingly fierce, and the difficulty of obtaining projects is increasing, and the company's revenue has declined year-on-year, resulting in a loss in operating performance. At the same time, the credit impairment loss accrued in the current period increased year-on-year, and investment income and other income decreased compared with the same period last year.
In terms of management, on April 30, 2024, Exploration and Construction Co., Ltd. received a notice from the family of Zhang Lin, chairman of the company, that it received a notice issued by the Guiyang Municipal Supervision Commission on April 30, 2024 that Zhang Lin was detained and placed on file for investigation. At that time, the company said that as of the disclosure date of the announcement, the company had not yet known the progress and conclusion of the investigation, and the company's production and operation management was normal.
On July 10, the company announced that the company had recently been unable to contact independent director Wang Qiang through multiple channels, and later Wang Qiang's family confirmed that Wang Qiang was currently under residential surveillance at a designated location by the Economic and Technological Development Zone Bureau of the Guiyang Municipal Public Security Bureau for personal reasons.
In addition, there is a risk that the company's foreign investment funds have not been recovered on time.
According to the announcement of Exploration Co., Ltd. on the evening of July 21, the company jointly initiated the establishment of Xushan Exploration and Cooperation with Xushan Fund and Guihe Company in 2019, and according to the partnership agreement, the withdrawal period of the fund will be from 2022 to 2024. As of the announcement date, the company has not received the remaining equity withdrawal of 4.88 million yuan in 2023, the withdrawal of all equity in 2024 of 80.91 million yuan and the expected income distribution of 11.3274 million yuan in 2023 (the final amount is subject to the actual recovery amount), with a total amount of 97.1174 million yuan.
Exploration and Construction Co., Ltd. also specifically reminded the risk that in view of the performance ability of the relevant parties, there is a certain uncertainty about the amount and time of the company's recovery of the above-mentioned equity withdrawal money and income. If the company fails to complete the above-mentioned payment, the company will take measures including but not limited to recovering the principal, income and other expenses that may be incurred through legal means, so as to safeguard the legitimate rights and interests of the company and shareholders. (Cong Xi)