Huamao Co., Ltd. Filed A Lawsuit Against The Joint-Stock Company: From A Huge Loss Of 400 Million Yuan To A Profit Of 400 Million Yuan In Three Months, Which Audit Report Has The Ghost?

Just three months later, Xinjiang Lihua (Group) Co., Ltd. (hereinafter referred to as "Xinjiang Lihua") Co., Ltd., which Anhui's old listed company Huamao (000850. SZ), once participated in, achieved a huge loss of 440 million yuan to a profit of 406 million yuan. Such a huge change makes people surprised.

In this regard, the announcement on November 26 showed that Huamao Co., Ltd. filed a lawsuit against Lihua in Xinjiang.

As for Xinjiang Lihua's performance "changing face", Huamao shares believes that "it is reasonable to suspect that Xinjiang Lihua concealed relevant financial data and infringed upon the legitimate rights and interests of the company as a shareholder" in the audit jointly entrusted by Xinjiang Lihua. In addition, Huamao shares disclosed that in October this year, the lawyer entrusted by Xinjiang Lihua asked for consulting the accounting books of Xinjiang Lihua, but the reply from the lawyer entrusted by Xinjiang Lihua was clear To refuse.

In this regard, Huamao Co., Ltd. issued a lawsuit request to the court, hoping to consult Xinjiang Lihua's accounting books (including accounting general ledger, Sub Ledger, journal and other auxiliary account books) and accounting vouchers (including bookkeeping vouchers, relevant original vouchers and relevant materials recorded as attachments of original vouchers for future reference), but it has not received the court's litigation acceptance receipt.

On November 30, the 21st century economic report called Huamao securities affairs department, and the other side said, "the legal department of the company is responsible for this matter. If there is further progress, the company will make an announcement.".

Interestingly, at the end of June this year, Huamao completed the directional capital reduction to dispose of its 30% equity of Xinjiang Lihua. In early July, Xinjiang Lihua immediately announced the IPO plan.

Two different audit reports

According to public information, in July this year, Xinjiang Zhongtai (Group) Co., Ltd. (hereinafter referred to as "Zhongtai group") issued the seventh issue of ultra short term financing bonds in 2020. According to the introduction, the net assets of Xinjiang Lihua in 2019 were 1.204 billion yuan, and the operating income was 10.07 billion yuan and the net profit was 406 million yuan.

The above data is from the audit report issued by Lixin Certified Public Accountants (special general partnership) on May 10, 2020, and conducted financial audit for Xinjiang Lihua (from January 1, 2019 to December 31, 2019) (xhuishibao Zi [2020] No. zg21609).

In April this year, Huamao disposed of 30% of the equity of Xinjiang Lihua in the form of directional capital reduction. According to the audit conclusion of Rongcheng accounting firm jointly entrusted by Huamao and Xinjiang Lihua, the audit value of net assets (consolidated caliber) of Xinjiang Lihua from January 1, 2019 to September 30, 2019 was 294 million yuan, and the net profit was - 440 million yuan (Rongcheng Zhuangzi [2020] No. 230z0608) 。

In other words, there is only a three-month difference in the audit benchmark date. Xinjiang Lihua's net assets soared by more than 900 million yuan in the fourth quarter of 2019 when there was still a loss of 440 million yuan in the first three quarters of 2019. The net profit not only turned the deficit, but also increased by more than 800 million yuan.

For the two audit reports with extremely different results, Huamao shares believes that "it is reasonable to suspect that Xinjiang Lihua concealed relevant financial data in the audit jointly entrusted by Xinjiang Lihua and the company, which violated the legitimate rights and interests of the company as a shareholder, and seriously affected the right and interest value of the company's legally held shares."

In addition, in October this year, the company entrusted a lawyer to ask for access to the defendant's accounting books in writing, but Xinjiang Lihua also entrusted a lawyer to reply and explicitly refused. In this context, Huamao shares had to resort to the court.

However, as of the disclosure date of the announcement, Huamao shares has not received the court's litigation acceptance receipt, and whether the court will accept it is still uncertain.

"In just three months, Xinjiang Lihua's performance has been greatly different before and after, and there is also a big difference from what we have learned in previous years. After all, Rongcheng accounting firm is jointly entrusted by both sides, and Lixin Accounting firm is independently employed by Lihua of Xinjiang, so we have reasonable reasons for doubt," said the person from Huamao securities affairs department.

In addition, the 21st century economic report reporter found that Huamao applied for the appointment of Rongcheng accounting firm in 2019.

On November 30, a professional who once served as the chief financial officer of a listed company pointed out to the reporter of the 21st century economic report that "it is difficult to make an accurate judgment only from the above contents". In his opinion, "the difference data involving profits is as high as 850 million yuan, which is definitely not a basic accounting business. It may involve a separate project, and if the true situation of the project is concealed, it will be completely different Two opposite results. "

Ten years of gratitude and resentment

In addition to the controversy caused by the two widely different audit reports, Huamao shares disposed of 30% of Xinjiang Lihua's equity by way of directional capital reduction on April 21 this year (the total amount of withdrawal and capital reduction was RMB 210 million). The above equity change registration items were completed on June 30 this year.

21st century economic reporter noted that just one month later, Xinjiang Lihua announced its IPO plan.

On July 3, this year, when Xinjiang Lihua held the kick-off meeting of IPO project, the deputy general manager and board secretary of Xinjiang Lihua company introduced the company's "sales revenue of RMB 10.066 billion, net profit of RMB 410 million and total assets of RMB 12.405 billion in 2019".

The 21st century economic report reporter search found that there were also questions from investors on the Internet, "Xinjiang Lihua Cotton Industry Co., Ltd. held the IPO launching meeting in the conference room of Lihua cotton industry headquarters in Korla City. Huamao shares in the IPO announced a few months before the withdrawal of capital ", the process of questioning.

The story of Huamao shares and Lihua in Xinjiang should start from 10 years ago.

Huamao Co., Ltd., which mainly deals in textile fabrics, landed in Shenzhen Stock Exchange in October 1998 and is an old A-share listed company.

Xinjiang Lihua, formerly known as Xinjiang Lihua Cotton Industry Co., Ltd. (hereinafter referred to as "Lihua cotton industry"), is mainly engaged in cottonseed processing, lint and cotton by-products.

According to the historical announcement, Huamao Co., Ltd. invested 58.6094 million yuan to acquire 35% equity of Lihua cotton industry on December 16, 2010, considering the main business development plan and further improving the industrial chain of the company's main textile industry.

At that time, the main products of Lihua cotton industry were lint, cottonseed, linter, cottonseed, etc. The company has five branches, one branch and one wholly-owned subsidiary. It has nine domestic advanced cotton processing production lines with more than 650 employees. The company has an annual production capacity of 200000 tons of lint, 75000 tons of cotton meal and 22000 tons of cotton oil.

Subsequently, Huamao shares sent directors to Lihua cotton industry.

In 2016, the relationship between the two sides became closer.

In order to actively expand the main business of Lihua cotton industry, such as cotton acquisition, processing and sales, and expand and occupy the share of Xinjiang cotton market, Huamao shares invested RMB 72.5532 million at RMB 4.12 per share, and subscribed for 17.61 million new shares issued by Lihua cotton industry, and the shareholding ratio was diluted to 30%.

As of September 30, 2019, Huamao has invested 129 million yuan in Xinjiang Lihua, holding 30% of the shares.

In addition, in 2016, Zhongtai group also participated in the subscription of 53.67 million new shares of Lihua cotton industry with 221 million yuan, and its 34% shareholding leaped to become its largest shareholder.

Good things, however, are hard.

"In recent years, Xinjiang Lihua has experienced high debt expansion in the short term, which is greatly different from the company's operation philosophy. The data show that its asset liability ratio is too high. In 2016, 2017 and 2018, the asset liability ratio reached 79.48%, 91.19% and 90.82% respectively. As of December 31, 2018, the total liabilities of Xinjiang Lihua reached 7.27 billion yuan. All financing of Xinjiang Lihua was made by its largest shareholder, Xinjiang Lihua China Thailand group, the controlling shareholder of Lihua, provides full guarantee ", and Huamao shares explained this to withdraw from Xinjiang Lihua by reducing capital in the first half of this year.

In addition, Huamao shares also disclosed that "in early 2019, according to the requirements of Xinjiang state-owned assets supervision, we received the notice from Xinjiang Lihua, While Xinjiang Zhongtai group provides loan guarantee to Xinjiang Lihua, it also requires other shareholders to provide guarantee in the same proportion. "As a public listed company, Huamao shares thinks that the guarantee risk of several billion yuan is huge, which can not provide such a high amount of guarantee. Considering from the aspect of risk prevention, there is a scene of directional capital reduction and disposal of 30% equity of Xinjiang Lihua.

In addition, the 21st century economic reporter combed the historical announcement and found that the net profit of Lihua cotton industry from 2013 to 2014 was 66.9726 million yuan and 79.2908 million yuan, respectively. In 2015, the net profit shrank sharply, only realizing the net profit of 2.8296 million yuan.