ZYD(SH:900906)2019-08-30 16:00Governance and Legal Issues - The company reported a significant governance crisis, with the previous management team going missing and the company unable to disclose information normally[8]. - The company was involved in multiple civil lawsuits and was listed as a dishonest executor due to contract disputes during the reporting period[9]. - The company received a warning and a fine of 400,000 yuan for failing to timely disclose its 2017 annual report and 2018 Q1 report[10]. - The company has been under investigation by the China Securities Regulatory Commission for suspected violations of information disclosure laws, with no final conclusions reached as of the report date[10]. - The company has faced public reprimands from the Shanghai Stock Exchange for failing to establish effective information disclosure contacts and not complying with regulatory requirements[11]. - The company’s previous controlling shareholder, Dasheng Group, was publicly reprimanded for failing to timely disclose changes in equity[11]. - The company is actively seeking solutions to resolve litigation and debt crises through negotiations, restructuring, and asset disposal[36]. - The company is involved in a significant lawsuit regarding a RMB 34 million loan guarantee, with a current liability of RMB 14,629,741 owed to Bank of China[61]. - The company has received a total of 133 lawsuits related to false statements regarding profit inflation in Q3 2015[61]. - The company was fined RMB 500,000 by the Shanghai Securities Regulatory Commission for inflating profits in Q3 2015 and has since lost an appeal against this decision[67]. - The company has a guarantee responsibility for a debt of 48 million yuan owed to Xinjiang Zhongyida, which led to its inclusion in the dishonest executors list by the Urumqi Intermediate People's Court[72]. Financial Performance - The company reported a basic earnings per share of -0.0172 yuan, a decrease of 2.27% compared to -0.0176 yuan in the same period last year[24]. - The diluted earnings per share also stood at -0.0172 yuan, reflecting the same percentage decrease of 2.27% year-over-year[24]. - The net profit attributable to shareholders was -18,459,449.83 yuan, a slight improvement of 2.04% from -18,844,272.38 yuan in the previous year[27]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was -6,380,534.15 yuan, showing a significant improvement of 65.01% compared to -18,236,694.63 yuan last year[27]. - The company reported zero revenue for the first half of 2019, with a net loss of CNY 18,459,449.83, and a net loss of CNY 6,380,534.15 after excluding non-recurring gains and losses[31]. - The total comprehensive loss for the period was CNY -18,459,449.83, compared to CNY -15,010,112.58 in the same period last year, indicating a decline in performance[111]. - The company reported a net cash inflow from operating activities of CNY 600.17, a significant decrease from CNY 1,502,161.49 in the previous year[115]. - The total profit (loss) for the period was CNY -18,459,449.83, compared to CNY -15,010,112.58 in the same period last year, indicating ongoing challenges[112]. Asset and Liability Management - The company's total assets increased by 4.30% to 27,127,101.04 yuan from 26,008,562.43 yuan at the end of the previous year[27]. - The net assets attributable to shareholders decreased to -481,161,022.06 yuan, a 3.99% increase from -462,701,572.23 yuan at the end of the previous year[27]. - The company lost control over several subsidiaries, leading to changes in the consolidation scope and no actual operating business[24]. - The company reported a significant increase in estimated liabilities, which rose to 148,277,957.08 CNY, reflecting a 7.61% increase from the previous period[42]. - The company’s total liabilities reached ¥508,288,123.10, up from ¥488,710,134.66, indicating an increase of about 4.8%[101]. - The total equity attributable to shareholders decreased to CNY -481,161,022.06 from CNY -462,701,572.23, indicating a decline in shareholder equity[105]. Operational Challenges - The company has been unable to restore its financing capabilities, with bank accounts still frozen, impacting its ability to raise funds[35]. - The company’s main business operations, including nursery sales and municipal engineering, are completely stagnant, with no actual business activities reported[35]. - The company continues to lose control over subsidiaries and joint ventures, resulting in a significant change in the consolidation scope from five entities to just the parent company[40]. - The company has not engaged in any new investment activities during the reporting period, resulting in a 100% decrease in cash flow from investment activities[39]. - The company has reported a 100% decrease in cash flow from financing activities due to its status as a discredited entity and frozen bank accounts[40]. - The company is focusing on cost reduction strategies, as evidenced by the decrease in financial expenses and management costs[112]. Corporate Governance and Shareholder Relations - The company has not proposed any profit distribution or capital reserve transfer plans during the reporting period[6]. - The company faced procedural flaws during the first extraordinary general meeting of shareholders, as no supervisors participated in the voting and counting process[54]. - The company’s board of directors did not respond to requests for convening an extraordinary general meeting from minority shareholders within the stipulated waiting period[52]. - The company’s major shareholder submitted thirteen temporary proposals for the first extraordinary general meeting, which complied with relevant regulations[53]. - The company’s extraordinary general meeting was held on March 1, 2019, with the attendance of shareholders but without supervisory representation[54]. - The company’s legal counsel confirmed that the voting procedures at the extraordinary general meeting complied with relevant laws and regulations despite the absence of supervisors[55]. - The company plans to strengthen corporate governance and improve internal control systems to protect shareholder interests[60]. Accounting and Financial Reporting - The company’s auditor issued an audit report for the 2018 financial statements with a disclaimer of opinion, reflecting unresolved issues[60]. - The company reported no significant accounting errors that required retrospective restatement during the reporting period[80]. - The company’s accounting policies comply with the relevant enterprise accounting standards and disclosure requirements[137]. - The company’s financial statements are prepared based on the going concern assumption, indicating no intention to liquidate in the near future[136]. - The company recognizes goodwill when the fair value of identifiable net assets acquired is less than the acquisition cost[143]. - The company applies the effective interest method for calculating interest on financial assets measured at amortized cost[159]. Changes in Shareholding Structure - There was a significant change in the shareholding structure, with the controlling shareholder changing from "Dasheng Group Co., Ltd." to "Cinda Securities - Industrial Bank - Cinda Xingrong No. 4 Collective Asset Management Plan" after the release of 260 million restricted shares, accounting for 24.27% of the total share capital[83]. - The total number of shareholders was corrected from 49,108 to 69,546, reflecting a discrepancy in the previous report due to incomplete data on electronic devices[84]. - The top ten shareholders include Cinda Securities with 260 million shares (24.27%), Tibet Yiyi Asset Management with 102,070,605 shares (9.53%), and Dasheng Group with 6,097,490 shares (0.57%) after the share release[86]. - The new controlling shareholder, Cinda Securities, began exercising shareholder rights on January 3, 2019[90]. Future Outlook - Future outlook remains cautious due to the ongoing losses and challenges in achieving profitability[111]. - The company aims to improve its operational status and profitability through debt restructuring and asset disposal strategies[136].