Performance declines debt!Mengjie's actual controller intends to retreat.

Faced with the first time in the 12 years of the company's listing, Mengjie said that the main reason came from the company's operations, and the recovery situation was not ideal.

"Investment Times" researcher Yu Fei

Under the pressure of the actual controller to occupy the company's funds under the pressure of the debt, then transferred the company's control ... Faced with the continuous decline in performance, Hunan Mengjie Home Textile Co., Ltd. (hereinafter referred to as Mengjie, 002397.SZ) encountered a major turning point in the company.

Mengjie recently disclosed the announcement of the control right to change.

Behind the transfer of control of the company is that Mengjie's actual controller encountered debt, and there was a situation of non -operating funds occupying the funds of listed companies.

According to the relevant announcement, Mengjie shares Sung Jieyong's investment of 53 million yuan invested in Jiangyin Diamond Emperor, with the company's affiliated party Hunan Luchuan, Shenzhen Luchuan, etc., was transferred by the actual controller Jiang Tianwu In the case of lending of relevant shareholders, the loan borrowing is used to repay the debt (hereinafter referred to as the debt) for the actual controller and related shareholders to repay the debt (hereinafter referred to as the debt).

On July 7, the company disclosed the "Announcement on the Transfer and Related Transactions of the Equity of the Company" stated that in order to solve the problem of capital occupation, the actual controller and relevant shareholders intend to accept Meng Jieyong's equity of Jiangyin Diamond Emperor, and the transfer price In order to add the total investment of the company's loan, the highest interest rate of the company, that is, 53 million yuan plus the company's maximum loan interest rate of 4.79%/year, the transfer of 55.07 million yuan.

After the announcement was disclosed, Mengjie received a letter of attention issued by the Shenzhen Stock Exchange. According to the request, the company needs to explain that "considering the completion of the equity transfer is considered the reason and reasonableness of the solution", and Whether it is conducive to protecting the interests of listed companies and the legitimate rights and interests of small and medium shareholders.

The performance declines, the big shareholders are trapped in their pocket debts

Mengjie was listed on the Shenzhen Stock Exchange in 2010. The company's main business is the design, production and sales of high -end bedding, and high -quality home life services.

In recent years, Mengjie's performance growth has continued to decline, and it has suffered a large loss in 2021. From 2019 to 2021, the company achieved total operating income of 2.604 billion yuan, 2.22 billion yuan, and 2.463 billion yuan, respectively; net profit was 85.39 million yuan, 44.92 million yuan, and -155.9 billion yuan, respectively.

Faced with the first time in the 12 years of the company's listing, Mengjie said that the main reason was that the company's operation was affected, and the situation of the repayment was not ideal. According to the 2021 Report, Mengjie Co., Ltd. has increased due to bad debt preparations and preparation for inventory prices. In 2021, credit impairment losses and asset impairment losses occur 165 million yuan.

Entering 2022, Mengjie's loss of losses continued. On July 15th, Mengjie released the semi-annual performance forecast of 2022. The company is expected to have a net profit of -45 million to 35 million from January to June 2022, a year-on-year change of -195.54%to -174.31%.

Under the decline in performance, it is even more worthy of the issue of the company's major shareholders' funds.

Mengjie's 2021 Report was issued a non -standard non -reserved audit opinion. The reserved opinions were equity investment and prepaid accounts, and emphasized that the issue was that the company's actual controller and shareholders occupied funds in 2021.

The annual report shows that the company's actual controller Jiang Tianwu and other related parties Li Jianwei, Li Jing, Li Jun, and Zhang Aichun have non -operating company's capital behavior. The total amount of five people occupied 80.8123 million yuan. Both funds are used to repay common or personal debts.

Subsequently, under the questioning letter of the Shenzhen Stock Exchange's annual report, the details of major shareholders' funds occupation were gradually exposed.

The company's subsequent disclosure information showed that funds occupied by the company's fixed increase in 2017. In August 2017, Mengjie received non -public issuance of 105 million shares approved by the CSRC, and it was valid within 6 months since the date of approval. At that time, due to the sluggish performance of the capital market and tightening liquidity, in December 2017, in order to ensure the successful implementation of the company's fixed increase, the company's major shareholders Jiang Tianwu, Li Jianwei and Xiamen International Trust Co., Ltd. and Shanghai Jinyuan Baili Asset Management Co., Ltd. The three parties, as well as the major shareholders and the Tianjin Trust Co., Ltd., signed the "Differential Supplement Agreement".

In the years after the decision, Mengjie's stock price was not effective. In 2021, the difference between the difference agreed by the Dingguang Penkin Agreement was triggered. The company's major shareholders formed a debt of 360 million yuan. Mengjie said that due to the restrictions on the reduction of the holdings of the year, the major shareholders' financing methods such as reducing their holdings and stock pledge were not enough to settle their debts, and the company's major shareholders had a non -operating occupation of the company's funds.

On July 7, the company disclosed that the company discovered that the consolidated statement subsidiary Meng Jieyong invested 53 million yuan to invest in Jiangyin Diamond Emperor and the company's related party Hunan Luchuan, Shenzhen Luchuan, etc. The controller Jiang Tianwu and the relevant shareholder's lending were dismissed. In order to solve the problem of the above -mentioned funds, the actual controller and related shareholders intend to transfer Meng Jieyong's equity of Jiangyin Diamond Emperor, and the total transfer of 55.07 million yuan.

In this regard, the letter of followers of the Shenzhen Communications required the company to combine the equity of Jiangyin Diamond Emperor's equity, actual controller and related shareholders of Jiangyin Diamond Emperor's equity, and related shareholders who have paid 30 million yuan in equity transfer models, as well as the financial situation and operation of Jiangyin Diamond Emperor The results show that the company believes that the completion of the equity transfer is considered the reason and rationality of the resolution. From 2018 to 2021, Mengjie's net profit status

Data source: Flush iFind

Equity transfer, whether the actual controller is easy

Under the debt pressure and capital occupation, Jiang Tianwu, the actual controller of Mengjie, chose to transfer control.

On June 29, Mengjie disclosed that the company's actual controller Jiang Tianwu, shareholder Li Jianwei, Li Jing, and Zhang Aichun planned to transfer a total of 77 million Mengjie shares to Changsha Jinson, accounting for 10.17%of the company's total share capital.

At the same time, Li Jianwei and Li Jing intend to entrust their remaining 72.626 million shares of the company's shares to Changsha Jinson to exercise, accounting for 9.6%of the company's total share capital. 13.36%.

After the transaction is completed, Changsha Jinson will have a voting right of 149.6 million Mengjie shares, accounting for 19.77%of the company's total share capital, becoming the largest shareholder of the company's right to vote, and Li Guofu will become the new actual controller of Mengjie.

The equity transfer also caused the Shenzhen Stock Exchange's follow -up letter. On July 9, the company replied to follow the letter of followers that the actual controller and relevant shareholders transferred the total price of the company's equity of 385 million yuan, and all the sources of funds were the transfer of funds from Changsha Jinson and borrowed from shareholders. As of the response date, Changsha Kimsen has completed the payment of 150 million head payments, and the end payment will continue to provide shareholders with a loan to Changsha Kingson to pay all.

The source of funds shows that the three shareholders of Changsha Jinsen Li Guofu, Liu Yanzhang and Lin Keke's shareholders paid 61 million yuan in actual capital and had all paid in place; Changsha Jinson borrowed 224 million yuan from shareholder Lin Coco, and the loan had received 90 million to account for 090 million Yuan, the annual interest of the loan is 6%, the repayment date is June 2, 2025; the Changsha Jinson borrows 100 million yuan from the shareholder Li Guofu, the annual interest of the loan is 6%, and the repayment date is June 26, 2025.

In this regard, in the latest letter of followers, the Shenzhen Sales requested that Changsha Jinsen planned to obtain the equity transfer payment of the listed company shares by 385 million yuan through the agreement. Except for 61 million yuan, the remaining shareholders were borrowed by shareholders. reason. At the same time, combined with Changsha Jinsen shareholders Lin Keke provided most of the borrowings of this equity transfer model, and the relevant arrangements made by Changsha Kingson's shareholder level, explaining the basis and rationality of Li Guofu as the actual controller of the company.

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