*ST company often asks four questions on the "fancy shell" exchange.

As the year is approaching, a group of *ST companies hovering on the edge of delisting seek "self-help", and various "fancy shell-protecting" actions emerge in an endless stream, which leads to the rapid inquiry of the exchange.

65438+10.3, *ST Yinhe, *ST Yikang and *ST Zhongchang also announced that they had received a letter of concern or inquiry from the exchange to inquire about the debt exemption and free donation of major shareholders announced recently. According to the incomplete statistics of shanghai securities news reporter, more than ten *ST companies have recently received letters of concern or inquiry from the Exchange for shell-protecting. Among them, in addition to the standard issues such as surprise revenue and bankruptcy reorganization, the cases of free gift and debt exemption of major shareholders have increased greatly, which has also become the focus of the exchange's inquiry.

"The new rules for delisting have been implemented for more than two years, and new measures to avoid delisting are still emerging one after another. In this regard, the exchange will ask for the first time, so that the problem is nowhere to be seen. " An authoritative person close to the regulatory level told reporters.

Many interviewed institutions suggested "gambling" on the risks of shell investment. "The new delisting policy in 2022 has a strong effect. 42 companies were forced to withdraw from the market, a record high for the year. It is expected that the number of delisting will still increase in 2023. " A person in charge of the secondary market fund of Hetai Assets told the reporter, "Many companies failed to protect their shells directly because of the inquiry of the exchange. Investors should not blindly speculate on poor performance stocks, and it is impossible to take chestnuts from the fire. "

Cash and stock gift packages are "free"

Recently, a number of *ST companies have received free donations from major shareholders, from cash to equity assets. Behind it is that in order to successfully protect the shell, major shareholders try their best to help the listed company's net assets turn positive.

For example, *ST Yalian, *ST Yikang, etc. We have received free donations from major shareholders related equity assets. In this regard, the exchange issued a letter of concern for the first time.

On June 5438+February 65438+March, 2022, *ST Yalian announced that the related party Liang Yun Group intends to donate its 0/00% equity of Dalian Yunqiyuan Trade/KLOC-to the company for free. According to the data, as of June 30, 2022, Yunqiyuan's audited net assets were 80,888,400 yuan, and the estimated impact of *ST Yalian on Guimu's net assets was 80,864,543,800 yuan+0,000 yuan. By the end of the third quarter of 2022, the company's net assets were-84,792,600 yuan.

At the same time, Dalian Li Yong, the controlling shareholder, plans to exempt debts of RMB 6,543.8+0.62 billion from *ST Yalian. Debt forgiveness is unilateral, unconditional and irrevocable, and the amount of debt forgiven will be included in the capital reserve. As a result, *ST Yalian plans to forgive debts of 654.38+0.6 billion yuan, and then receive a "gift package" of more than 80 million yuan and receive a letter of concern from Shenzhen Stock Exchange.

*ST Yikang recently announced that the related party of Liu Shaoxi, the actual controller, intends to donate 0/00% equity of Songyang Industry/KLOC-to the company for free, and the assets donated by the company do not need to pay any consideration, and there are no conditions or obligations attached. By the end of the third quarter of 2022, the net assets of *ST Yikang were about-706 million yuan. After Songyang Industrial is included in the consolidated statement of the company in 2022, the net assets of *ST Yikang will increase substantially at the end of the year.

In addition, *ST Xinwen, *ST Ji 'ai and *ST Li Shun all received cash "red envelopes" donated by major shareholders free of charge, and the exchange inquired about them one by one.

Debt forgiveness is a mystery.

The reporter found that in the case of debt cancellation, some companies don't have to pay back the money, just postpone it, and they have to pay back the debts after the crisis.

*ST Yinhe 65438+ 10 3 received a letter of concern from Shenzhen Stock Exchange, asking it to explain the specific reasons and commercial rationality of large debt exemption, and whether there are drawer agreements or other trading arrangements. According to the letter of concern, according to the announcement of *ST Galaxy, on February 30, 2022, the creditors Li Zhentao and Shijiazhuang Zhong Fang issued a debt exemption confirmation letter, exempting the company's debts totaling 365,438+billion yuan.

Shenzhen Stock Exchange requires *ST Galaxy to explain whether there is a transfer of creditor's rights when the debts involved in this exemption letter arise spontaneously; Whether it is confirmed that the relevant creditors agree to transfer the creditor's rights, whether it is the true intention of the creditor owner, and whether the relevant creditor's rights are exempted without the consent of the relevant creditors; Please use the company's previous debt data to check the relevant debt amount.

The reporter noted that *ST Galaxy must pay the debt balance after exemption in full to creditors Li Zhentao and Shijiazhuang Zhong Fang before April 25th, 2023. In case of failure to pay, Li Zhentao and Shijiazhuang Zhong Fang will have the right to cancel the letter of exemption. The conditions attached to the above-mentioned debt exemption lead to great uncertainty whether the company's current obligations to the above-mentioned debts will be lifted on February 3, 20221day.

In this regard, Shenzhen Stock Exchange requires to explain the specific reasons and commercial rationality of large-sum debt exemption, whether the company, controlling shareholder, actual controller and their related parties have "drawer agreements" or other trading arrangements with related creditors other than the above-mentioned conditions, and the impact of debt exemption on the company's 2022 profit and loss or capital reserve.

Different from *ST Galaxy, the debt exemptions of *ST Zhongchang, *ST Yalian, *ST Culture and *ST Yikang are unconditional, irrevocable and irrevocable.

654381October 3, *ST Zhongchang announced that its controlling shareholder was exempted from the company's subsidiary's debt of 330 million yuan and interest, and at the same time was exempted from the company's guarantee responsibility for the debt. In addition, natural person Ma Ming plans to exempt the company's debt principal and interest of 654.38+38 billion yuan. The company expects that this matter will reduce the company's debt by about 468 million yuan. In response to matters such as the controlling shareholder and Ma Ming's debt exemption, the Shanghai Stock Exchange inquired about the authenticity of *ST Zhongchang's debt exemption and whether there were other interest arrangements in the follow-up, and asked the company to fully prompt the subsequent delisting risks.

It is worth paying attention to the unexpected big profit.

In view of the financial delisting index of "negative net profit+operating income below 1 100 million yuan", many companies have made a big fuss about "making big profits by surprise". Judging from the content of the inquiry, this move has been highly concerned and vigilant by the exchange.

According to the reporter's statistics, since June 2022 1 1, more than 10 *ST companies have received inquiry letters, asking them to explain the abnormal financial data in the third quarter of 2022.

In 202210-September, *ST will realize an operating income of 654.38+0.04 billion yuan in the future, including 967 million yuan in the third quarter, accounting for 96.3 1% of the previous three quarters, an increase of 947 million yuan over the second quarter. In this regard, the Shanghai Stock Exchange issued an inquiry letter asking the company to explain the basis and rationality of revenue recognition, and whether there is a situation in which the total amount method replaces the net amount method.

ST Anxin is also typical. In the first three quarters of 2022, * * achieved an operating income of 65.438+0.8 billion yuan, of which the operating income in the third quarter was 65.438+0.53 billion yuan, up 65.438+0.74% year-on-year and 654.38+0% quarter-on-quarter. According to the company, the main reason for the change is the increase in fees and commission income that can be confirmed according to accounting standards during the reporting period. This phenomenon has also attracted the attention of the exchange.

Bankruptcy reorganization is also one of the common ways for *ST company to solve the debt crisis, resume normal operation and realize shell protection. However, some companies just completed bankruptcy reorganization in order to "protect the shell", and their ability to continue to operate has not recovered, which has attracted the attention of the exchange. The reporter found out that since June 5438+February last year, eight companies including *ST Reed, *ST Tianma, *ST Fu You and *ST Haihe have successively announced the completion of the restructuring plan. The data shows that the time from the court ruling to the completion of the reorganization plan is short, which is suspected of "surprise completion".

Gambling is unacceptable.

At present, some investors still like to "gamble" on the success of *ST company in order to obtain speculative income.

"In the context of the approval system, some companies have chosen to buy shells to go public because of concerns about the slow IPO review process and cost considerations. This indirectly leads to the speculation of shell resources, and listed companies have a strong willingness to protect their shells. Even if it is not well managed, it can gain huge economic benefits through shell trading in the capital market. This has led to gambling transactions. " The person in charge of the above-mentioned Thai asset-related business said.

However, under the current regulatory orientation and market ecology, this is tantamount to "taking chestnuts from the fire" with great risks. In recent years, the number of A-share backdoor listings is decreasing day by day, and the shell value continues to shrink due to the decline in backdoor attractiveness. At the same time, the regulatory authorities are also constantly stepping up the clean-up, keeping a close eye on surprise transactions and other behaviors, and adopting the way of getting to the bottom of the matter, deciding to retreat, making it more difficult for the company to protect its shell.

In the last two years, the effect of the new delisting rules has gradually emerged. Industry insiders predict that the number of A-share delisting companies will still increase in 2023, but the delisting types may be diversified.

At present, there are many cases about the risk of failure in gambling. 65438+10.4, *ST Ji 'ai announced that the controlling shareholder of the company failed to donate cash assets to the company as scheduled due to its own fund scheduling problems. This means that *ST Giai's "shell protection" failed, and the company's share price fell by 20% that day.