Recently, market sentiment has remained positive with the Shanghai Composite Index once breaking through a four-year high, correspondingly driving individual stocks higher. However, amid the strong market atmosphere, major shareholders or executives of listed companies are announcing share reduction plans. How should ordinary investors understand such reduction behavior?
On one hand, share reduction is a normal exercise of shareholder property rights. As long as the reduction behavior is based on the "fair, just, and open" principles and compliance requirements, shareholders have the right to exercise legitimate rights.
On the other hand, due to information asymmetry in capital markets, the reduction behavior of insiders such as major shareholders or executives of listed companies may serve as a reference signal for ordinary investors to observe the company. Does the reduction by key insiders potentially indicate their lack of confidence in the company's future development, or that the current stock price may be overvalued with fundamentals unable to support it? Such "insider" reduction signals may be worthy of investors' close attention.
Based on this background, we will conduct a series of reviews on recent company-related reductions.
On September 15, Fanli Digital Technology Co.,Ltd. announced that shareholder Jiangxi Changjiu Group plans to reduce holdings of no more than 4.1701 million shares through competitive trading between October 15, 2025, and January 14, 2026, representing 1% of total share capital.
**Delisting Pressure Emerging? Sales Expenses Growth Significantly Exceeds Revenue**
According to public information, Fanli Digital Technology Co.,Ltd.'s predecessor was ST Changjiu. In March 2020, ST Changjiu announced a restructuring plan to acquire 100% equity of Shanghai Zhongyan Information Technology Co., Ltd. (hereinafter referred to as "Zhongyan Technology") through share issuance and cash purchase. Zhongyan Technology is the operating entity of the internet e-commerce shopping guide platform "Fanli.com". After the successful transaction, Fanli.com successfully backdoor-listed on the A-share market through ST Changjiu.
Fanli.com has been deeply cultivating the shopping guide business for many years, gradually building a business system supported by online shopping guides, advertising promotion, and platform technology services. The company's online shopping guide business relies on Fanli.com, Fanli APP, and mini-program matrix, establishing deep cooperation with leading e-commerce platforms such as Pinduoduo, JD.com, Vipshop, Taobao, as well as local life service providers like Meituan and Ele.me.
Currently, the company's main performance comes from Zhongyan Technology and its subsidiaries, the target of the major asset restructuring. At present, the company's overall revenue is in a contracted state. In 2024, the company's revenue was less than 300 million yuan, causing the company to be designated as "ST" status.
It should be noted that when Zhongyan Technology was injected into the listed company, performance commitments were made. According to the "Profit Forecast Compensation Agreement" and its supplementary agreements signed between the listed company and 14 transaction counterparties including Shanghai Xiangrui, the original shareholders of the target company, the performance compensation period for this transaction covers 2020, 2021, and 2022. It was promised that Zhongyan Technology would achieve net profits attributable to the parent company after deducting non-recurring gains and losses of no less than 192 million yuan, 221 million yuan, and 250 million yuan in 2021, 2022, and 2023, respectively.
However, Zhongyan Technology failed to achieve performance commitments in all years. The performance commitment completion rates for Zhongyan Technology in 2021, 2022, and 2023 were 52.60%, 43.17%, and 29.04%, respectively, failing to complete promised performance in all three years.
In the first half of 2025, the company's operating revenue was approximately 186 million yuan, an increase of 36.01% year-on-year; net profit attributable to listed company shareholders was a loss of approximately 33.28 million yuan; basic earnings per share were a loss of 0.0794 yuan. It should be noted that the company's sales expenses are significantly higher than revenue, with revenue growth at 36% while sales expense growth reached 100%. Under the company's delisting pressure, is the company using sales to boost revenue scale to maintain listing status?
**Inaccurate Financial Information**
On the evening of June 13, Fanli Digital Technology Co.,Ltd. issued an announcement stating that the company and related responsible persons received warning letters from Jiangxi Securities Regulatory Bureau.
The warning letter pointed out that on January 25, 2025, Fanli Digital Technology Co.,Ltd. disclosed the "Announcement on Accounting Error Correction of Q1 2024 Financial Report," correcting financial data in the disclosed Q1 2024 related periodic reports. The above matter reflected that the company's previously disclosed related report financial information was inaccurate.
Jiangxi Securities Regulatory Bureau pointed out that the above behavior of Fanli Digital Technology Co.,Ltd. violated Article 3, Paragraph 1 of the "Listed Company Information Disclosure Management Measures" (CSRC Order No. 182). Chairman and General Manager Ge Yongchang and CFO Wei Yuanyuan violated Articles 4 and 51, Paragraph 3 of the "Listed Company Information Disclosure Management Measures," bearing primary responsibility for the above violations.
According to Article 52 of the "Listed Company Information Disclosure Management Measures," Jiangxi Securities Regulatory Bureau decided to issue warning letters to Fanli Digital Technology Co.,Ltd., Ge Yongchang, and Wei Yuanyuan as administrative regulatory measures, and record related circumstances in the securities and futures market integrity archives.
According to the company's supplementary explanation, the Q1 2024 financial report accounting error correction matter involved in the "Administrative Regulatory Measures Decision" was due to the company and related subsidiaries conducting prudent review and re-evaluation of variable consideration estimates in advertising business contracts for Q1 2024. After full communication with the 2024 annual auditors, financial data corrections were made to more accurately reflect the actual situation. This correction only affects related accounting statement items and indicators in the company's Q1 2024 report and does not affect the accuracy of the company's previously disclosed 2024 semi-annual report, Q3 2024 report, and 2024 annual report.
Comments