Zhongxin Jingwei, December 21, the Shenzhen Stock Exchange issued a letter of concern to Zhongchen on the 21st, asking whether the company has the feasibility of carrying out cross-border business;Whether there is a situation of stir-frying concepts and rubbing hot spots.
On the evening of the 20th, Zhongchen Co., Ltd. disclosed the "Announcement on the Signing of the Investment Agreement and the Establishment of a Holding Subsidiaries" (hereinafter referred to as the announcement), and the company and Hangzhou Xinglin Technology Co., Ltd. (hereinafter referred to as "Xinglin Technology"It is planned to jointly invest in the establishment of a joint venture company, with a registered capital of RMB 11 million, of which the company subscribes and contributes 7.7 million yuan, accounting for 70% of the total capital contributionXinglin Technology subscribed and contributed 3.3 million yuan, accounting for 30% of the total capital contribution. After the establishment of the joint venture, it will be included in the company's consolidated financial statements and become a holding subsidiary of the company, and its main business direction is inference computing power.
The letter of concern mentions that the main business of Zhongchen shares is the research and development, production and sales of wires, cables and cable accessories, and the main business direction of the joint venture is a new business.
In addition, the announcement shows that Xinglin Technology was established on March 4, 2021, which is relatively short. According to industrial and commercial information, the social security information of Xinglin Technology in 2022 will be 0.
In this regard, the Shenzhen Stock Exchange requires Zhongchen to explain the following issues:
1) Please combine the difference and connection between the new business and the company's existing business, combined with the business development model, required core competitiveness, operating efficiency, and competition pattern in the field of reasoning computing power that the joint venture intends to enter, and explain in detail whether the company has the feasibility of carrying out cross-border business in terms of personnel allocation, equipment procurement, technology research and development, market development, etc., whether the new business involves administrative approval and related progress, whether the company has relevant business operation qualifications, and whether it has signed an intent contract with the intended customer.
2) The company cooperates with Xinglin Technology to establish a joint venture company to carry out computing power business, please explain the main responsibilities or contributions of the company and Xinglin Technology in the development of computing power business, such as providing funds, technical support, etc., and explain whether the company has the risk of relying on partners to carry out business in combination with the division of responsibilities of both parties, existing technology (outsourcing or self-research and development) or market reserves.
3) Please explain the specific business arrangements of the joint venture company in terms of procurement of goods or services, project construction, capital investment, personnel allocation, technology development or outsourcing, customer development, etc.
4) According to the announcement, the project needs to obtain the IDC operation qualification, and if the administrative approval process is delayed, it may take a long time for the joint venture company to obtain the operation qualification. In addition, if the industry regulatory policies are tightened subsequently, it may adversely affect the joint venture's application for operational qualifications. In conjunction with the operation plan of the joint venture company, please explain whether there is a risk of investment loss due to the joint venture company's investment but the subsequent inability to obtain operation qualifications.
In addition, the Shenzhen Stock Exchange requires Zhongchen to explain the reasons and necessity of cross-border involvement in new business in combination with the above issues, as well as the company's current main business operation and future development strategy, whether the transaction is prudent in decision-making, whether it is conducive to protecting the interests of listed companies and investors, and whether there is speculation in the concept and hot spots.
The letter of concern also requires that, in light of the above issues, the directors of the company are requested to explain whether they have conducted sufficient due diligence on this matter and whether they have complied with Article 3 of the Guidelines for the Self-Regulatory of Listed Companies No. 2 - Standardized Operation of Listed Companies on the Growth Enterprise Market (Revised in December 2023).3.Article 6 stipulates that "when the board of directors deliberates on major transactions, the directors shall have a detailed understanding of the reasons for the transactions, prudently assess the impact of the transactions on the financial status and long-term development of the listed company, and pay special attention to whether there are any acts that conceal the essence of the related party transactions and damage the legitimate rights and interests of the company and minority shareholders through the non-related party transactions and other means", and whether the relevant decisions are conducive to safeguarding the interests of the listed company and minority shareholders.
For the company's recent stock price fluctuations, the Shenzhen Stock Exchange proposes to explain the specific planning and decision-making process of this transaction, including the time of each link, the specific content of the planning or decision-making and the participants;Verify whether the company's shareholders holding more than 5% of the company's shares, directors, supervisors, senior managers, Xinglin Technology and shareholders at all levels after penetration, as well as the immediate family members of the above-mentioned personnel, have bought and sold the company's ** in the past 6 months, whether there is any suspected insider trading, whether there is a ** plan in the next 6 months, and report the list of insiders with inside information. Explain the company's recent reception of institutional and individual investor surveys, and whether there are any violations of the principle of fair disclosure.
In terms of performance, in the first three quarters of 2023, the company's revenue was 202.5 billion yuan, an increase of 3 percent year-on-year26%；Net profit attributable to the parent company was 6418230,000 yuan, a year-on-year decrease of 1345%。
In the secondary market, Zhongchen shares fell rapidly after opening high on the 21st, and continued to ** since then, as of press time 896 yuan, down 011%, the company's total market capitalization is 410.8 billion yuan. (Zhongxin Jingwei app).
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