ST Kelida and Its Chairman Under Investigation for Information Disclosure Violations, Control Rights Transfer in Progress

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On the evening of March 16, Suzhou Kelida Decoration Co., Ltd. (ST Kelida (Rights Protection), 603828.SH) announced that the company and Chairman Gu Yiming recently received “Notice of Filing” from the China Securities Regulatory Commission (CSRC). The filings are due to suspected violations of information disclosure laws and regulations, and the CSRC has decided to formally investigate the company and Gu Yiming.

Chairman Gu Yiming, who is a key figure in the company, has long been involved in the management of ST Kelida and is one of the company’s actual controllers.

Public information shows that Gu Yiming was born in September 1970. In 2000, he established ST Kelida as a major shareholder. Since 2014, he has served as the company’s chairman. He, along with Gu Longdi and Gu Jia, holds a total of 53,445,035 shares, accounting for 8.97% of the total share capital. Of these, 29 million shares are pledged, representing 54.26% of their combined holdings and 4.87% of the total share capital. The investigation into him and the company is likely related to his conduct during his tenure regarding information disclosure.

Looking back, ST Kelida and related responsible persons have not been the first to face regulatory scrutiny for violations.

In 2024, the Shanghai Stock Exchange publicly criticized ST Kelida and its responsible persons for violations. The then-chairman Gu Yiming, as the main responsible person and primary information disclosure officer, along with then-General Manager Lu Chongming, CFO Sun Zhenhua, and Board Secretary He Limin, were found to have failed in their duties regarding company violations during their terms. He Limin had previously raised objections, claiming to have promptly reminded and supervised information disclosure, but the SSE Disciplinary Committee believed he failed to pay sufficient attention to potential impairment losses that could lead to significant differences in performance forecasts. His objections were not considered valid grounds for fulfilling diligent disclosure obligations.

This investigation comes at a critical stage of the company’s control rights transfer process. On January 10, 2026, ST Kelida announced that its controlling shareholder, Kelida Group, and Gu Yiming, Gu Longdi, Gu Jia, along with Yingzhong Intelligent and Kelida Group, signed a “Share Transfer Agreement” to transfer 100% of Kelida Group’s shares for 325 million yuan, paid by Yingzhong Intelligent using its own funds. If completed, the company’s direct controlling shareholder will remain Kelida Group, but the indirect controlling shareholder will change to Yingzhong Intelligent, and the actual control will shift from Gu Yiming, Gu Longdi, and Gu Jia to Cao Yalian and Liu Chunjian.

Financial data shows that ST Kelida’s performance has been highly volatile in recent years, generally under pressure. According to the 2024 annual report, the company achieved a total revenue of 2.46 billion yuan, down 3.14% year-on-year; net profit attributable to shareholders was 8.5831 million yuan, turning profitable from a loss, but non-recurring net profit still showed a loss of 35.715 million yuan, compared to a loss of 156 million yuan in the previous year.

In 2025, the company’s performance declined again, with revenue of 1.189 billion yuan in the first three quarters, down 30.48% year-on-year; net loss attributable to shareholders was 99 million yuan, a sharp decrease of 683.61% year-on-year; full-year net profit is expected to be between -160 million and -200 million yuan, turning from profit to loss.

From a financial structure perspective, the company faces significant operational pressure and financial risks. In the first three quarters of 2025, the overall gross profit margin was only 5.87%, operating cash flow was negative 15.29 million yuan, and the asset-liability ratio was as high as 83.32%, indicating high debt repayment pressure. As of the end of 2024, total assets were 4.544 billion yuan, total liabilities 3.765 billion yuan, and shareholders’ equity 779 million yuan. The current ratio and quick ratio were both 1, indicating weak short-term debt repayment capacity.

Additionally, the company’s accounts receivable impairment provisions increased, with higher impairment losses. Kelida Group, the controlling shareholder, holds 18.74% of the company’s shares, with a pledge ratio of 95.56%.

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

Looking back at the “ST” process of Kelida, the core issues stem from related-party fund occupation and internal control failures. The company announced that it was subject to other risk warnings starting May 6, 2024, mainly due to the controlling shareholder Kelida Group’s fund occupation and the auditor’s disapproval of internal controls in 2023 and 2024, which violated relevant regulations of the Shanghai Stock Exchange’s listing rules. This has become a major governance flaw.

The announcement shows that as of December 31, 2024, Kelida Group had repaid 170 million yuan of occupied funds. By April 30, 2025, it had repaid interest of 4.9034 million yuan, but internal control issues remain unresolved.

The specific reasons for the CSRC investigation have not been disclosed. Industry insiders speculate that it may relate to past irregularities in information disclosure, delayed disclosure of related-party fund occupation, or significant discrepancies between performance forecasts and actual results.

The company stated in its announcement that as of the date of the investigation announcement, ST Kelida’s production and operations were normal, and the investigation would not affect its daily activities. The company and Chairman Gu Yiming will actively cooperate with the CSRC’s investigation and will fulfill their information disclosure obligations in a timely manner according to laws and regulations. They will disclose relevant updates promptly and remind investors to be cautious of investment risks.

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