Ji Yao Holdings faces a big test: wearing a hat, overdue loan, investigation by the case, investigation

Radar Finance | Editor Wu Yanrui | Deep Sea

Recently, Ji Pharmaceutical Holdings has continued.

At the end of June this year, the company's 2021 report was long overdue, and the company lost 451 million yuan in 2021. At this point, the company has lost money for three consecutive years, with a total loss of over 2.6 billion. In addition, the net assets at the end of 2021 were negative. The company's annual audit institution (special common partnership) issued a audit report that could not express their opinions on the 2021 financial statements.

Due to triggering relevant regulations, the company was treated with the Shenzhen Stock Exchange's delisting risk warning and other risk alerts since June 30, 2022, and the stock abbreviation was changed from "Ji Yao Holdings" to "*ST Ji medicine".

The company's troubles are not only here. As of July 15, 2022, the amount of some debt overdue of Ji Pharmaceutical Holdings and the company's subsidiaries reached 1.722 billion yuan.

On July 27, the company received the "Notice of Filing C case" by the CSRC. Because the company was suspected of information disclosure and violations, in accordance with relevant laws and regulations, the Securities Regulatory Commission decided to file a case against the company.

Piece wearing a hat and loan overdue

According to regulations, the annual report of the listed company disclosed that as of April 30, the next year, and Ji Yaowao was on the grounds that the Jilin province's epidemic situation could not be disclosed on time. In the announcement of the Extension of April 30, the company is expected to disclose the 2021 annual report and the first quarter of the 2022 report by June 30, 2022.

On June 29, 2022, Ji Yaowao announced the company's 2021 annual report, and at the same time announced the announcement of the company's stock transactions that were issued by delisting risk and other risk alerts and suspension of trading.

The net assets at the end of 2021 were negative; the company's annual audit institutions (special common partnerships) issued a audit report that could not express opinions on the 2021 financial statements; After the profit or loss, the net profit was negative. The audit report showed that the company's continuous operating capabilities had significant uncertainty. Each of the above three situations can implement the company's stock risk warning according to relevant rules.

The shares of Ji Pharmaceutical Holdings have been changed from "Ji Yao Holdings" to "*ST Ji Pharmaceutical", and the daily rising decline of stock transactions is limited to 20%.

The next day, Ji Ya Holdings issued a correction announcement of the annual report. China -standard Certified Public Accountants (Special Ordinary Partnership )'s audit opinions on the financial report of the company this year were "unable to reserve without reservations with major uncertain paragraphs of continuous operation". Express opinion.

On July 22, the Shenzhen Stock Exchange issued an inquiry letter under the Holdings of Ji Pharmaceutical. Jihe Pharmaceutical Holdings is required to explain the progress of its related lawsuits, debt disputes, operating cash flow, external guarantee, and continuous operation capabilities. In addition, the company's account receivables and the preparation of bad accounts, the accounting processing and details of the inventory, the suspension of the business of Sun Company to form idle fixed assets, the project -related issues under construction, and the provision of the provision of the provider of the subsidiaries, Whether the company and partners constitute false sales and benefit delivery, abnormal R & D expenses, and relevant personnel performance commitments.

The company's trouble is not only that. As of July 15, 2022, the amount of some debt over time of Jihaoxi Holdings and the company's subsidiaries had reached 1.722 billion yuan, involving 22 financial institutions.

On July 27, Ji Yao Holdings received the "Notice of Filing C case" from the CSRC. Because the company was suspected of disclosure of information disclosure and violations, in accordance with the "Securities Law of the People's Republic of China", "The People's Republic of China Administrative Penalty Law" and other laws and regulations Decide to file a case for the company.

The actual controller shares are close to 100%pledge

Faced with such a difficult situation, some investors asked in the interactive question and answer platform whether the company had a restructuring plan or bankruptcy and reorganization. To this end, Ji Pharmaceutical Holdings stated that the company's actual controller will work with the new management to actively seek, discuss and study related solutions to the company's dilemma. If there is progress in the future, the company will disclose the first time.

Inquiring about the previous asset reorganization announcement, the company has recently terminated a major asset sales plan.

In September 2021, Ji Pharmaceutical Holdings signed the "Share Transfer Framework Agreement" with Jilin Baili Pharmaceutical Technology Co., Ltd. (hereinafter referred to as "Baili Pharmaceutical"). Essence

As of May 10, 2022, Ji Yao Holdings stated that the matters related to the sales of major assets were still being promoted, and relevant intermediaries were still conducting various tasks such as due diligence, auditing, and documentation. At the same time, the transaction matters are still in the planning stage. The transaction plan still needs to demonstrate and communicate and negotiate, and it is necessary to fulfill the necessary decision -making or approval procedures in accordance with relevant laws, regulations and the provisions of the "Articles of Association".

The announcement finally mentioned that there are still uncertainty about the transaction related matters.

On May 18, 2022, Ji Pharmaceutical Holdings said that the company and Belle Pharmaceutical signed the "Termination Agreement" to terminate the planning of major assets.

The company's actual controller and the new management mentioned in the reply occurred in the same period as the selling of major assets.

In March 2021, the actual controller of Ji Pharmaceutical Holdings Lu Zhongkui and his consistent actor Huang Kefeng transferred the company's control of the company's control of the company's Caohui Pharmaceutical Technology Co., Ltd. (hereinafter referred to as "Materia Medica Medicine" by the "agreement transfer+voting right entrustment" method (hereinafter referred to as "Materia Medica Pharmaceutical". To.

In January 2022, the company had disclosed disputes between Lu Zhongkui and Materia Medica Medicine. Lu Zhongkui issued a letter to Bencaohui Pharmaceutical to decide to relieve the voting power entrustment and consistent action relationship.On May 16, 2022, the two parties signed the "Agreement on Lift the Entrusted and Termid Action Personal Relationships", and the parties decided to terminate the execution of the "Voting Rights Entrusting Agreement" and the "Consecration Action Agreement" after the friendly negotiation.Listed companies vote.After the signing of this agreement, the company's controlling shareholder was changed to Lu Zhongkui and Huang Kefeng, and the actual controller was changed to Lu Zhongkui and Huang Kefeng.

Subsequently, Ji Pharmaceutical Holdings held a second interim shareholders meeting in 2022, elected to pass the new leadership.

It is worth mentioning that according to the company's disclosure in February this year, the company's actual controller Lu Zhongkui and Huang Kefeng held the pledge ratio of 99.83%and 99.93%, respectively.

Some people in the industry believe that in the case of such a high proportion pledge of actual controllers, Ji Yao Holdings is difficult to get actual controller assistance.

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