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

Is AI · ST Keli Da’s case related to the use of funds by the controlling shareholder?

On the evening of March 16, Suzhou Keli Da Decoration Co., Ltd. (ST Keli Da, 603828.SH) announced that the company and Chairman Gu Yiming recently received “Notice of Filing” from the China Securities Regulatory Commission (CSRC). Due to suspected violations of information disclosure laws and regulations, 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 Keli Da and is also one of the company’s actual controllers.

Public information shows that Gu Yiming was born in September 1970. He established ST Keli Da as a major shareholder in 2000. 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 company’s total share capital. The investigation into him and the company is likely closely related to his conduct during his tenure, particularly regarding information disclosure.

Looking back, ST Keli Da and related responsible persons have not been the first to attract regulatory attention due to violations.

In 2024, the Shanghai Stock Exchange issued a warning to ST Keli Da and related responsible persons due to violations. At that time, Chairman Gu Yiming, as the main responsible person and primary information disclosure officer, along with 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 raised objections, claiming to have promptly reminded and supervised information disclosure, but the SSE disciplinary committee believed he had not paid enough attention to impairment losses that could lead to significant differences in performance forecasts. His objections were not considered sufficient to fulfill his duty of diligence.

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

Financial data shows that ST Keli Da’s operating 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 8.583 million yuan, turning from loss to profit, 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 the first three quarters recording revenue of 1.189 billion yuan, down 30.48% year-on-year; net profit attributable to shareholders was -99 million yuan, a sharp decrease of 683.61%. The full-year forecast predicts a net loss of 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 company’s 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. The controlling shareholder, Keli Da Group, holds 18.74% of the company’s shares, with a pledge ratio of 95.56%.

As of March 16, ST Keli Da’s stock price was 6.68 yuan per share, with a total market value of 3.981 billion yuan. The stock has gained 188.97% in 2025 but has fallen 20.29% since the beginning of 2026.

Tracing the “ST” process of Keli Da, the core issues stem from the misuse of funds by the controlling shareholder and internal control failures. The company announced that it has been under “Other Risk Warning” since May 6, 2024, mainly due to the controlling shareholder, Keli Da Group, occupying the company’s funds. Both 2023 and 2024, internal controls were issued negative opinions by auditors, violating relevant regulations of the Shanghai Stock Exchange’s listing rules, which is a major governance flaw.

The announcement shows that by December 31, 2024, Keli Da Group had repaid 170 million yuan of occupied funds. By April 30, 2025, the interest on the occupied funds was 4.9034 million yuan, but the internal control issues remain unresolved.

The specific reasons for the CSRC’s investigation have not been disclosed. Industry insiders speculate that it may relate to past irregularities in information disclosure, delayed disclosure of controlling shareholder 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 Keli Da’s production and operation are normal. The investigation will not affect the company’s daily operations. The company and Chairman Gu Yiming will actively cooperate with the CSRC’s investigation and will fulfill their information disclosure obligations in accordance with laws and regulations. They will disclose relevant updates promptly as the investigation progresses and remind investors to be cautious of investment risks.