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real investigation! the subsidiary acquired for 1.2 billion yuan "disappeared", the reason behind *st furun's 22 daily limit ups

2024-09-07

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interface news reporter | feng yuchen

*st furun (600070.sh), a st company that has been losing money for years and was recently fined for financial fraud, gained 22 in 30 trading days.the stock price rose by the daily limit, and successfully escaped the crisis of delisting at par value without any improvement in the fundamentals.

on september 3, due to the rapid rise, *st furun announced a suspension of trading for investigation. at the same time, the company focused on refuting the rumors of "backdoor listing" caused by the change of senior management, which the market paid close attention to.

the expectation of "backdoor listing" has failed, and how *st furun's performance will break out this year has attracted more attention. in the past four years, *st furun has accumulated losses of 2.117 billion yuan.nowin the first half of the year, *st furun continued to lose 88.0445 million yuan, with operating income of only 41.0941 million yuan.if profits continue to be negative this year and revenue is less than 300 million yuan, *st furun will still face delisting.

*st furun’s current real operationwhat is the situation? recently, a reporter from jiemian news visited the company's headquarters and the offices of its important subsidiaries.

speculations about the new directors

*st furun's stock price has risen sharplyoccuratface value delisting crisisofhour

on june 17, the stock price has been rising for 7 consecutive trading days.low*st furun, which was valued at 1 yuan, launched a repurchase plan, announcing that it plans to repurchase the company's shares for no more than 40 million yuan within 6 months from june 25, 2024, and the repurchase price will not exceed 1.5 yuan per share. if calculated based on the upper limit, the estimated number of shares that can be repurchased will not exceed 26.6667 million shares, accounting for 5.26% of the total share capital.

buyback programstimulate*st furunnext dayit achieved a daily limit, but then died down.the turning point occurred in late july, when the share price of *st furun had been below 1 yuan for 12 consecutive trading days.existfrom july 24 to 25, the stock price continued to rise.atit returned to 1 yuan on july 29 and started to rise from then on.in the 30 trading days from july 24 to september 3, *st furun achieved 22the stock price rose to 2.25 yuan per share, with a cumulative increase of 155.68%.

*st furun's current surge is notno traceit can be found that the expectation of backdoor listing reorganization brought about by a personnel change announcement has become the most concerned reason.

during the entire process of the stock price "soaring", *st furun issued a total of 33 announcements, most of which were stock price risk warnings and announcements related to daily operating meetings, including 2 share repurchase progress announcements and 3 senior management change announcements.

among them, two executive change announcements were related to chu xin. on august 6, *st furun announced that director jin shuangshuang resigned from the position of director for personal reasons and agreed to nominate and add chu xin as a candidate for non-independent director of the company's 10th board of directors. then on august 30, *st furun said that director, vice chairman and co-general manager gong wenhua submitted his resignation, and all directors unanimously agreed to elect chu xin as vice chairman and appoint him as the company's co-general manager.

chu xin has no previous work experience in *st furun. he is currently the chairman of jiangsu xinruibei biotechnology co., ltd. (referred to as "jiangsu xinruibei"), as well as a member of the women and children committee of the central committee of the china democratic league, a member of the executive committee of the jiangsu federation of industry and commerce, and a member of the wuxi cppcc.

jiangsu xinruibei was listed on the new third board in december 2015. it is a new type of printing and dyeing auxiliaries production and research and development enterprise. in january 2017, jiangsu xinruibei applied to terminate its listing on the grounds of "due to the company's strategic development needs and strategic development plans for listing on the domestic capital market (main board or gem)."

in 2015, jiangsu xinruibei's operating income was 91.3861 million yuan and its net profit was 11.0193 million yuan. in the first half of 2016, its operating income and net profit increased by 205.82% and 305.86% year-on-year respectively. according to an article on the website of the wuxi municipal committee of the chinese people's political consultative conference in 2023, ruibei technology has become a national high-tech enterprise, a national-level specialized and innovative small giant, a global leader in bio-based new materials, and the world's only full range of bio-based product suppliers in the textile field.currently in the process of listing on the main board

on the other hand, *st furun suffered losses totaling 2.117 billion yuan from 2020 to 2023, and its operating income fell below 100 million yuan in 2023. *st furun was issued with an inability to express an opinion on its 2023 financial report, and was issued a delisting risk warning from april 30, 2024.

if the total profit or net profit before and after deducting non-recurring items of *st furun in 2024 is negative and the operating income is less than rmb 300 million, *st furun will be delisted after the disclosure of its 2024 annual report in accordance with the relevant provisions of the new article 9.. in the first half of 2024, *st furun continued to lose 88.0445 million yuan, and its operating income was only 41.0941 million yuan.

as early asin june 2021, the controlling shareholder of *st furun wanted to "transfer" the control of *st furun and planned to transfer 9% of *st furun's shares to zhejiang guoxin chengzhi information technology co., ltd. however, zhejiang guoxin chengzhi information technology co., ltd. has not paid the share transfer fee, and the transfer of control has been postponed to this day.

the chairman of jiangsu xinruibei serves as the vice chairman and co-general manager of *st furun, which undoubtedly caters to the market's expectations of *st furun's "reversal through backdoor listing". from august 6 to august 14, after the announcement of the appointment of chu xin as a director, *st furun once won seven consecutive boards.

*st furun's stock price trend from july 24 to september 3, source: tonghuashun

the stock price continued to rise "with an unstoppable momentum" until september 3, when *st furun announced a suspension of trading for its shares for investigation, and stated that the company, its controlling shareholder and actual controller had no plans for major asset restructuring, share issuance, acquisitions and other major information that should have been disclosed but had not been disclosed.

the next day, *st furun announced that it plans to jointly invest with its affiliated companies jiangsu xinruibei and xinxida (shanghai) biotechnology co., ltd. (referred to as "xinxida", a company controlled by chuxin) to establish zhejiang xinruibei biotechnology co., ltd. (referred to as "zhejiang xinruibei"). *st furun plans to invest 4 million yuan in cash and hold 40% of its shares.

*st furun specifically mentioned thatthere is no plan to acquire zhejiang xinruibei, jiangsu xinruibei or other targets or be acquired by them through major asset reorganization, and jiangsu xinruibei and xinxida do not have any plans to reorganize and go public through listed companies.

in this transaction, *st furun intends to hold a 40% stake in zhejiang xinruibei, but will not be a controlling shareholder or consolidate its financial statements. up to now, zhejiang xinruibei has only completed the industrial and commercial registration, has not recruited any employees, has not actually carried out any business, and has not generated any operating income or investment income.

*st furun is currently in a critical period of "passing" its financial indicators, and expanding its performance is a "must-have". it is not easy for *st furun, which has only 15.6512 million yuan in its account and more than 50 million yuan in short-term debt, to take out an investment of 4 million yuan.

headquarters stafffrequent replacement

*st furun believes that the establishment of a joint venture subsidiary with jiangsu xinruibei will help the company strengthen the competitiveness of its internet services, explore cooperative innovation with real enterprises, and take a substantive step from virtual to real.

behind the speculation of shell protection,*st furunwhat is the actual situation at headquarters?

on september 4, a reporter from interface news went to no. 12 taozhu south road, zhuji city, zhejiang province, which is the office address disclosed by *st furun and the address where the extraordinary shareholders' meeting will be held on september 18.

*st furun's public office address in zhuji, photographed by jiemian news reporter

when registering visitors, jiemian news reporters noticed a registration form for staff working hours. the names of *st furun chairman chen liwei, director wang jian, supervisory board chairman luo danjun, deputy general manager wang yan, executive deputy general manager wang fang, and supervisors shang guanjun, jin jianjun, xu hangfang, and cai xing were printed on the form, and there were records of their office entry and exit on september 4.*st furun’s other senior management, such as secretary to the board and financial director, did not appear on the printed list.

jiemian news reporter learned from the staff that this is the only office building in the park, and the other buildings behind it are used by furun holding groupflagfrom the bulletin board on the first floor of this office building, we can see that *st furun’s august commendations and chairman chen liwei’s message are posted on it, but there are few staff members walking around in the building.

most of the people working in this building are employees of furun holdings group co., ltd., the controlling shareholder of *st furun. an employee of furun holdings revealed:the listed company (*st furun) has frequent changes in office staff. sometimes they work here and sometimes they don’t.the staff on duty at the lobby on the first floor of the office building also said that *st furun’s staff sometimes do not work here, and also mentioned that *st furun has an office in hangzhou. when asked whether the chairman was in the company, the staff on duty said that the chairman was out.

*st furun office building, photographed by jiemian news reporter

someone in the office park mentioned during a conversation,the company generally does not accept external interviews. last week, the chairman personally brought three young men into the office building and said, "they may be from hangzhou. i don't know what they are talking about."。”

jiemian news reporter called *st furun's secretary ye liqun, who said the company is in a sensitive period and it is not convenient to explain more about the company. when asked about his opinion on the recent surge in the stock price, which has far exceeded the previous highest repurchase price, ye liqun said:the company's stock price fluctuates greatly. aggressive rise is not necessarily a good thing for the company and investors. we still hope for stability. "he said that he had not expected the stock price to rise so much before, and now there is no new announcement, which is in accordance with the original plan.

in fact, *st furun was once an excellent physical enterprise, and like jiangsu xinruibei, it was involved in the textile field.

*st furun was formerly a joint-stock enterprise initiated and established by the old zhejiang knitting factory. it mainly engaged in traditional industries such as textiles and printing and dyeing. it was once one of the top ten companies in my country's dyeing and printing industry and was the first company to be admitted into the printing and dyeing industry by the ministry of industry and information technology.

in 2016, *st furun acquired hangzhou taiyizhishang at a price of 1.2 billion yuan, more than three times the premium, and transformed into big data and internet marketing. in august 2020, the company divested all its traditional textile businesses.

from 2016 to 2018, the performance commitment period for this acquisition was met. taiyizhishang lived up to expectations and exceeded the performance commitment. *st furun's performance has also been steadily improving in the past few years, with net profit exceeding 200 million yuan in 2018. however, as soon as the commitment period ended, taiyizhishang's performance began to change. from 2019 to 2020, net profit continued to halve, and from 2021 to 2023, it completely deteriorated, with losses of 312 million yuan, 199 million yuan, and 317 million yuan, respectively.

*st furun's performance also declined. in 2019, after deducting the gains from the fair value changes of the shares of shangfeng cement it held, its non-net profit was 70.8045 million yuan, a year-on-year decrease of 57.47%. from 2020 to 2023, *st furun fell into a loss channel.the cumulative loss reached 2.117 billion yuanfirst half of this yearcontinued loss of 88.0445 million yuan

not only that, taiyizhishang also brought a "thunderbolt" of financial fraud. in 2022, the zhejiang securities regulatory bureau found in an on-site inspection that taiyizhishang inflated its operating income in 2020 and 2021 through circular transactions with suppliers and customers in 2020 and 2021, which ultimately led to *st furun's inflated operating income totaling 717 million yuan and inflated operating costs totaling 716 million yuan from 2020 to the first half of 2022. in may this year, *st furun and related personnel were fined between 2.5 million yuan and 2.5 million yuan.

important subsidiary acquired for 1.2 billion'disappeared'

at present, taiyizhi still has many issues to be resolved, such as accounts receivable and performance commitment compensation.

the 2023 annual report shows that *st furun's accounts receivable balance is as high as 1.468 billion yuan.among them, taiyizhishang's accounts receivable balance was 1.449 billion yuanthe auditing agency expressed reservations about the nature of the accounts receivable and the authenticity of the transactions, and issued a negative opinion on the relevant internal controls.

in terms of performance commitment compensation, since taiyizhishang did not complete its performance commitments in 2019 and 2020, the original shareholders promised to pay 83.6164 million yuan in performance compensation for 2019. on march 17, 2022, *st furun only received 1 million yuan in performance compensation for 2019 from the promiser, and the remaining amount is currently under litigation. as for the 2020 performance compensation, *st furun and the original shareholders have not yet reached an agreement.

in the first half of this year, taiyizhi, with an operating income of only 199,400 yuan, is still the subsidiary with the greatest impact on *st furun, with a net profit of -61.8904 million yuan, accounting for 70% of *st furun's total loss.as of the end of june 2024,becausethe book goodwill generated by the acquisition of taiyizhishang is still 794 million yuan.

*st furun stated in its 2024 semi-annual report that in the second half of the year, while sorting out the compliance system, it will focus on solving taiyizhishang's accounts receivable issues and performance commitment issues of related parties, handle investor lawsuits responsibly, and urge the controlling shareholder to properly handle equity transactions with guoxin chengzhi.

jiemian news reporter visited and found that the huge hole left behind was stillhard to find

taiyizhishang’s official website shows that its hangzhou headquarters is located on the 16th to 18th floors of building a, wisdom e-valley, no. 482, qianmo road, binjiang district, hangzhou. industrial and commercial information shows that its registered address is on the 16th floor of the building.

during working hours on the afternoon of september 4, a reporter from interface news arrived at the 16th floor of the office building at the above address. surprisingly, there were no signs of taiyizhishang's office or publicity here. as soon as you get out of the elevator, what comes into view are the signs of hangzhou weime biomaterials co., ltd. and hangzhou qianhao asset management co., ltd. there were no people walking around or working in the two companies.

there is no sign of taiyizhishang's office on the 16th floor of building a of zhihui e-valley, photographed by a reporter from jiemian news

according to tianyancha data, these two companies have no connection with taiyizhishang and *st furun. they were established in september 2023 and may 2017 respectively.

to learn more, the reporter from jiemian news went to zhejiang furun digital chain technology co., ltd. on the 18th floor of the building, which is an important subsidiary of *st furun. from the door, employees from the content department and investment department were working. the reporter from jiemian news asked two employees passing by the door whether taiyizhishang was there. the employees were evasive. after the reporter from jiemian news asked further, one employee said, "you can go to the 17th floor to have a look."

furun digital chain, photographed by jiemian news reporter

the 17th floor is shown as the office of furun digital technology. the reporter from jiemian news mentioned taiyizhishang to the front desk staff and an employee of furun digital technology. the two repeatedly asked the reporter why he came, and then asked him to go to the 18th floor to find taiyizhishang. another employee on the 17th floor said that the executives of listed companies usually work on the 17th floor, and furun digital chain on the floor above is a subsidiary of furun digital technology.

furun digital technology, photographed by jiemian news reporter

there was no information about taiyizhishang company at the main entrance of the three floors from 16th to 18th, and several employees of related companies were asked to look for it on another floor.where is taiyizhi still?a reporter from interface news called taiyizhishang's public phone number, but the call was automatically disconnected after dialing the extension number.

interface news reporters also noticed that tianyancha information showed thatin july this year, taiyizhishang was listed as a person subject to execution by the chaoyang court of beijing, with the execution target being 427,000 yuan. then in august, taiyizhishang was again restricted in consumption.

the execution of taiyizhishang, source: tianyancha

on the evening of september 6, *st furun released the results of the stock trading suspension and resumption announcement. regarding asset restructuring and acquisitions, the content remained the same as the announcement on september 3.. the company's shares will resume trading on september 9.

in addition, the shanghai stock exchange also focused on monitoring *st furun this week.