On January 30, Hongshiji (837699) continued to supervise the sponsoring brokerage Southwest ** recently released the following risk matters:
1. Failure to perform the review procedures and information disclosure obligations in a timely manner for outbound investment and related party transactions.
According to the "Announcement on Foreign Investment and Related Party Transactions" (reissued) (Announcement No. 2023-021) disclosed by the company on December 28, 2023 and the interview between the sponsoring brokerage and Zheng Kehong, the actual controller and chairman of Hongshiji, the company invested 20 million yuan of debt in Henan Yuanshiji's cultural tourism development in December 2023 by way of debt-to-equity swap, and participated in its daily operation and film and television production. This investment accounts for 125%。After verifying the national enterprise credit information publicity system, Southwest ** found that the foreign investment completed the industrial and commercial change registration on December 7, 2023, and failed to fulfill the deliberation and information disclosure obligations of the board of directors and the general meeting of shareholders in a timely manner.
After inquiring about the periodic reports disclosed by Hongshiji from 2017 to 2022 and interviewing Zheng Kehong, the actual controller, confirmed that Henan Yuan Shiji and Hongshiji were originally under the ultimate control of the same party, that is, the actual controller is Zheng Kehong, the current chairman and general manager of Hongshiji. After checking Tianyan, the current legal representative of Henan Yuan Vision, Qin Jing, and supervisor Wang Mengjing are both supervisors of Hongshi (of which Qin Jing has resigned on December 6, 2023), so this foreign investment can be judged as a related party transaction.
On December 26, 2023, the board of directors of the company held a supplementary review of the outbound investment and related party transaction and submitted it to the general meeting of shareholders for deliberation, which has constituted a violation of "related party transactions are obviously unfair or fail to perform the corresponding review procedures and information disclosure obligations" in Article 24 of the Guidelines for the Continuous Supervision of Securities Firms Sponsored by the National Equities Exchange and Quotations.
The basic situation of this foreign investment:
According to the "Company Debt Transfer Agreement" and the "Debt-to-Equity Swap Agreement" provided by Hongshiji, the debt-to-equity swap method was adopted for Henan Yuanshiji's foreign investment, and the relevant 20 million debts were composed of about 15.8 million yuan receivable from the transfer of script copyright to Henan Yuanshi in the previous year, as well as 3 million yuan to Jun County Foreign Business Bureau and 1.2 million yuan of Jun County Zigong Documents. After verification, the relevant contracts that form creditor's rights are as follows: (1) In 2019, the company signed the "TV Drama Script Copyright Transfer and Filming Location Invitation Contract - Flaw" and "TV Drama Script Copyright Transfer Agreement - Perfect Customization" with Henan Yuan TV, with a total income of 10,377,35849 yuan, accounting for 51 percent of the company's operating income (audited) in 201935%；In 2020, the company signed the "Agreement on the Transfer of Copyright of TV Drama Scripts - "Potential Files" with Henan Yuan TV, with a total income of 5,849,05660 yuan, accounting for 39 percent of the company's operating income (audited) in 202049%；In 2022, the company signed the "Agreement on the Transfer of Copyright of TV Drama Scripts - First Citizen" with Henan Yuan Television, with a total income of 8,018,86792, accounting for 85 percent of the company's 2022 annual operating income (audited).72%。As of December 31, 2022, the balance of arrears of Henan Yuan Vision was 15,855,650 yuan. (2) In 2015, the company signed the "Jun County International Film and Television City Project Service Design Contract" with Jun County Foreign Business Bureau, with a contract amount of RMB 18,000,000, and as of December 31, 2022, the balance of arrears of Jun County Foreign Business Bureau was RMB 3,000,000. (3) In 2017, the company signed the "TV Drama Broadcasting Right Transfer Contract - Dahankou" and "TV Drama Broadcasting Right Transfer Contract - Xifeng Lie" with Junxian Zigong Cultural Industry Development Co., Ltd., with a total income of 16,037,73585 yuan, accounting for 44 of the company's operating income (audited) in 201785%。As of December 31, 2022, the outstanding balance of Junxian Zigong Culture was 1,210,000 yuan. After inquiring about the audit report from 2016 to 2022, the payment records of the counterparty and the details of accounts receivable from 2016 to 2022 provided by the company: the above amounts have been audited and reflected in the annual report of the current year.
According to the "Company Creditor's Rights Transfer Agreement" provided by Hongshiji, "the company's debts totaling 420 yuan with Jun County Foreign Business Bureau and Jun County Zigong Culture agreed to be converted into investment funds for Henan Yuanshi as equity, and the original creditor's rights and debts were dissolved, and after the creditor's rights were converted into equity, Hongshiji became a shareholder of Henan Yuanshiji, and no longer enjoyed the rights and interests of creditors, but enjoyed the rights and interests of shareholders." The agreement does not explain that the subsequent claims of Jun County Foreign Business Bureau and Jun County Zigong Culture will be transferred to Henan Yuan Shiji, and Southwest ** has reminded Hongshiji to issue a payment explanation or written notice of the transfer of claims to Jun County Foreign Business Bureau and Jun County Zigong Culture, indicating that the above claims will be transferred to Henan Yuan Shiji and should be paid to it subsequently.
2. The registered capital contribution method of industrial and commercial registration is inconsistent with the announcement.
According to the application for registration (filing) of Henan Yuanshiji Company provided by Hongshiji, the sponsoring brokerage inquired that the capital contribution method of Hongshiji that had been registered with the industry and commerce was "currency", which was inconsistent with the supporting document "Debt-to-Equity Swap Agreement" provided by the company and the "debt-to-equity swap" method disclosed in the announcement. Southwest ** has reminded the company to rectify the inconsistencies between the announcement and the industrial and commercial information disclosed in a timely manner. As of the disclosure date of this announcement, the company has not gone to the industry and commerce to handle the change of capital contribution or to perform the review procedures and disclosure obligations on the inconsistency between the supplementary review and disclosure of the foreign investment matters and the industrial and commercial registration.
The relevant risk events do not affect the company's ability to continue operations, and will not lead to the triggering of mandatory termination of listing.
The Company's failure to timely perform the corresponding review procedures and information disclosure obligations for foreign investment and related party transactions has constituted a violation of the "related party transactions are obviously unfair or fail to perform the corresponding review procedures and information disclosure obligations" in Article 24 of the Guidelines for the Continuous Supervision of Securities Firms Sponsored by the National Equities Exchange and Quotations System.
The company's disclosure of the 2023 semi-annual report shows that the net profit attributable to shareholders of the listed company in the first half of 2023 was 2,209,30804 yuan, down 19 from the same period last year32%。
According to the data of digbei.com, Hongshiji is an enterprise focusing on the planning, investment, production, distribution and operation of film and television products.