Aftershocks Continue! ST Colida and Its Actual Controller Suddenly Face Investigation; Company Responds: Matter Involves Previous Fund Occupation

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ST Kelida (Rights Protection) (603828.SH): The hidden risks of fund occupation by shareholders from three years ago still have not disappeared!

On the evening of March 16, construction decoration company ST Kelida suddenly issued an announcement that the listed company, its actual controller, and Chairman Gu Yiming all received a “Notice of Filing” from the China Securities Regulatory Commission, as they are suspected of violating information disclosure laws and regulations and are under investigation. The next day, ST Kelida opened with a limit-down, closing at 6.35 yuan per share, down 4.94%; on March 18, the stock continued to hit the limit-down, closing at 6.03 yuan, hitting a low not seen since November 2025, over four months ago.

Regarding the reason for the investigation, a reporter from Huaxia Times contacted ST Kelida, and a relevant staff member responded by phone: “It’s still about the fund occupation issue.”

Aftermath of Fund Occupation

Tracing the event, the violation of fund occupation by ST Kelida began in 2023.

According to ST Kelida’s 2023 annual report, in October 2023, its wholly owned subsidiary Suzhou Kelida Asset Management Co., Ltd. signed a 399 million yuan server procurement contract with Shanghai Yingzhong Electronics Sales Co., Ltd. What appears to be normal business dealings is actually a “smokescreen” for controlling shareholder fund occupation. In December of that year, Kelida indirectly prepaid 170 million yuan through a third party, but this funds were ultimately transferred by the controlling shareholder, Suzhou Kelida Group, through designated third parties, forming a typical case of non-operational fund occupation.

The internal control audit report for 2023 pointed out that major procurement and related matters were not approved by the board of directors of Kelida Shares, and the internal control over procurement management and related financial reporting had failed. For two consecutive years, 2023 and 2024, ST Kelida received negative internal control audit opinions from accounting firms regarding this matter, and on May 6, 2024, it was placed under special treatment (ST), exposing governance flaws.

In August 2025, the Shanghai Stock Exchange issued a regulatory notice criticizing the company and responsible persons for the fund occupation and information disclosure violations. The exchange pointed out that, under the non-operational fund occupation by the controlling shareholder, the company’s 2023 financial statements contained accounting errors, with an overstatement of prepayment accounts by 170 million yuan and an understatement of other receivables by 170 million yuan; additionally, the company stated in response to regulatory inquiries that the asset transaction did not involve external fund circulation or flow to the controlling shareholder, actual controllers, or related parties, and that the transaction had commercial substance. The disclosed information was untruthful and inaccurate. Moreover, the transaction involved significant deals that were not disclosed in a timely manner, and related matters such as procurement management and internal control over financial reporting had major deficiencies.

In fact, after the exposure of these violations, the company quickly took corrective measures: by December 31, 2024, the controlling shareholder had fully repaid the principal of 170 million yuan; by April 30, 2025, the interest of 4.9034 million yuan on the funds occupation was also fully repaid.

However, despite the recovery of principal and interest, the impact of this violation has not been fully eliminated. On March 16, the China Securities Regulatory Commission again filed an investigation into ST Kelida and Gu Yiming over the above issues, indicating that regulatory accountability for this violation is escalating, and the company and its actual controller may face more severe administrative penalties.

Control Rights Change Imminent

It is worth noting that ST Kelida is currently in a critical period of control rights transfer.

On January 10, 2026, the company disclosed a major equity transfer plan, where the original actual controllers Gu Yiming, Gu Longdi, Gu Jia, and Lu Chongming plan to transfer 100% of their holdings in the controlling shareholder Kelida Group for 325 million yuan to Yingzhong Intelligent. After the transaction, the company’s direct controlling shareholder will still be Kelida Group, but the indirect controlling shareholder will change to Yingzhong Intelligent, and the actual control will shift from the Gu family to Cao Yalian and Liu Chunjian.

It is noteworthy that Yingzhong Intelligent is part of the Yingzhong Information system, which also includes Yingzhong Electronics involved in the previous fund occupation incident. The two have had capital interactions since September 2024, when Yingzhong Intelligent already acquired a 5.03% stake in the company, indicating early strategic positioning.

Public information shows that ST Kelida’s main business is the design and construction of building curtain walls and decoration projects. Yingzhong Intelligent’s main business is retail of computer hardware, software, and auxiliary equipment.

However, affected by the downturn in the real estate industry, ST Kelida’s performance has been less than ideal. From operational data, the company is currently in a phase of industry pressure and internal adjustment.

Recently, the company disclosed a performance forecast showing a significant decline in 2025, with an expected net profit attributable to the parent of -160 million to -200 million yuan, turning from profit to loss year-on-year. The company stated that during the reporting period, due to macroeconomic weakness and tightening market conditions, the downward pressure on the domestic construction industry increased significantly, and market competition intensified. To cope with these challenges, the company has actively shrunk its market scope, focusing on local markets, resulting in reduced construction projects and revenue; increased competition has further lowered project gross margins. Additionally, during the period, the company increased provisions for receivables impairment, leading to higher impairment losses.

This control rights transfer plan is thus viewed by the market as an important opportunity for the company to escape operational difficulties and restore governance structure. However, will this investigation directly impact the transaction process? A reporter from Huaxia Times contacted ST Kelida, and a staff member responded: “It depends on the other party’s willingness; we have not received any change requests from them yet.”

So far, the company has stated that its operations are normal and that the above issues will not affect normal production and business activities, and that it will fully cooperate with the CSRC investigation. However, the stock price has hit limit-down for two consecutive days.

(Source: Huaxia Times)