ST KeliDa and the chairman are under investigation for suspected information disclosure violations, and the control rights change is currently underway.

Is the investigation of ST Ke Li Da related to the fund occupation by the controlling shareholder?

On the evening of March 16, Suzhou Ke Li Da Decoration Co., Ltd. (ST Ke Li Da, 603828.SH) announced that the company and its chairman Gu Yi Ming recently received the Notice of Investigation issued by the China Securities Regulatory Commission (CSRC), as both are suspected of violating information disclosure regulations. The CSRC decided to formally investigate the company and Gu Yi Ming in accordance with relevant laws and regulations.

The chairman Gu Yi Ming, who is a core figure in the company, has long been involved in the operation and management of ST Ke Li Da and is also one of the actual controllers of the company.

Public information shows that Gu Yi Ming was born in September 1970, established ST Ke Li Da as a major shareholder in 2000, and has served as the chairman of the company since 2014. Along with Gu Long Di and Gu Jia, he holds a total of 53,445,035 shares, accounting for 8.97% of the total share capital. Among these, the number of pledged shares is 29 million, accounting for 54.26% of the total shares held by the three, and 4.87% of the company’s total share capital. The fact that he is being investigated along with the company may be closely related to his information disclosure-related duties during his tenure.

Looking back, this is not the first time ST Ke Li Da and relevant responsible persons have attracted regulatory attention due to violations.

In 2024, the Shanghai Stock Exchange had previously criticized ST Ke Li Da and the relevant responsible persons due to the company’s related violations. At that time, chairman Gu Yi Ming, as the main responsible person and the first responsible for information disclosure, along with then-general manager Lu Chong Ming, financial director Sun Zhen Hua, and board secretary He Li Min, were held accountable for the company’s related violations during their term. At that time, board secretary He Li Min raised objections, stating that he had promptly reminded and urged the information disclosure work. However, the disciplinary committee of the Shanghai Stock Exchange believed that he failed to pay targeted attention to impairment matters that could lead to significant discrepancies in the forecasted performance, and the reason for the objection could not be considered a reasonable basis for having fulfilled his diligence and responsibility.

This investigation comes at a critical stage for the company as it pushes for a change in control. On January 10, 2026, ST Ke Li Da announced that shareholders of the controlling shareholder Ke Li Da Group, Gu Yi Ming, Gu Long Di, Gu Jia, and Lu Chong Ming, signed a Share Transfer Agreement with Ying Zhong Intelligent, planning to transfer 100% equity held in Ke Li Da Group for a transfer price of 325 million yuan, to be paid by Ying Zhong Intelligent through self-raised funds. If this equity transfer is completed, the direct controlling shareholder of the company will still be Ke Li Da Group, while the indirect controlling shareholder will change to Ying Zhong Intelligent, and the actual controllers of the company will change from Gu Yi Ming, Gu Long Di, and Gu Jia to Cao Ya Lian and Liu Chun Jian.

Financial data shows that ST Ke Li Da has experienced significant fluctuations in its operating performance in recent years, overall under pressure. According to the company’s 2024 annual report, the company achieved total operating revenue of 2.46 billion yuan, a decrease of 3.14% year-on-year; net profit attributable to the parent company was 8.5831 million yuan, turning from loss to profit year-on-year, but the net profit excluding non-recurring items still incurred a loss of 35.715 million yuan, compared to a loss of 156 million yuan in the same period last year.

In 2025, the company’s performance declined again, achieving operating revenue of 1.189 billion yuan in the first three quarters, a year-on-year decrease of 30.48%; net profit attributable to the parent company was -99 million yuan, a substantial year-on-year decrease of 683.61%, and the annual expected net profit attributable to the parent company is forecasted to be -160 million to -200 million yuan, turning from profit to loss year-on-year.

From a financial structure perspective, the company is facing high operational pressure and financial risks. In the first three quarters of 2025, the company’s overall gross profit margin was only 5.87%, operating cash flow was -15.29 million yuan, and the debt-to-asset ratio reached 83.32%, highlighting debt repayment pressure. As of the end of 2024, the company’s total assets were 4.544 billion yuan, total liabilities were 3.765 billion yuan, total shareholder equity was 779 million yuan, and both the current ratio and quick ratio were 1, indicating weak short-term debt repayment ability.

In addition, the company’s provision for bad debts increased, with impairment losses rising. The controlling shareholder Ke Li Da Group holds 18.74% of the company’s shares, with a pledge ratio of 95.56%.

As of March 16, ST Ke Li Da’s stock price was 6.68 yuan/share, with a total market value of 3.981 billion yuan. The stock has achieved a cumulative increase of 188.97% in 2025, but has fallen by 20.29% since 2026.

Looking back at Ke Li Da’s “ST” process, the core issue stems from the fund occupation by the controlling shareholder and the failure of internal controls. According to the company’s announcement, the company has been subject to other risk warnings since May 6, 2024, primarily due to the controlling shareholder Ke Li Da Group occupying the funds of the listed company. Furthermore, the internal controls for 2023 and 2024 received adverse opinions from the accounting firm, which violated relevant provisions of the Shanghai Stock Exchange Stock Listing Rules, constituting a significant governance issue for the company.

The announcement shows that as of December 31, 2024, Ke Li Da Group has repaid 170 million yuan of occupied funds, and as of April 30, 2025, the interest on the repaid occupied funds was 4.9034 million yuan, but the issue of weak internal controls has not yet been fundamentally resolved.

The specific reasons for the CSRC’s investigation have not yet been disclosed. Industry insiders speculate that it may be related to the company’s past irregularities in information disclosure, delays in disclosing information regarding the controlling shareholder’s fund occupation, or significant discrepancies between performance forecasts and actual performance.

On the same day, the company stated in the announcement that as of the date of the investigation announcement, the production and operation of ST Ke Li Da were normal, and this investigation by the CSRC would not affect the company’s daily production and operation activities. The company and chairman Gu Yi Ming will actively cooperate with the CSRC’s related investigation during the investigation period and will strictly comply with laws, regulations, and regulatory requirements to timely fulfill information disclosure obligations. They will also disclose relevant situations in a timely manner based on the progress of the investigation and remind investors to pay attention to investment risks.