After plisheng (300442. SZ) disclosed the backdoor scheme of Runze Technology Development Co., Ltd. (hereinafter referred to as Runze Technology), the interface news report plisheng shell selling puzzle put forward the risks and problems such as high asset liability ratio, huge mortgage amount, impending expiration of license and sudden change of shareholders. Regulators are also concerned about the deal.
On November 20, the management department of gem of Shenzhen stock exchange sent a letter of inquiry to plisheng, asking it to explain and supplement from the aspects of the actual controller of the subject matter, equity change, pledge and high asset liability ratio.
Article 1 requires disclosure of Zhou Chaonans resume and whether it controls other enterprises with horizontal competition.
According to the plan, after the transaction, the controlling shareholder of primax will be changed to Beijing Tianjin jirunze (Langfang) Digital Information Co., Ltd. (hereinafter referred to as Beijing Tianjin jirunze), and the actual controller will be changed to Zhou Chaonan.
The Shenzhen stock exchange requires disclosure of Zhou Chaonans resume, and the enterprises that he controls or has significant influence and serves as directors and senior managers (including those who leave office, write off or transfer during the reporting period).
At the same time, whether the assets of Runze technology are complete, whether the business and personnel, finance and institutions are independent, whether Zhou Chaonan and other enterprises under his control have horizontal competition that has a significant adverse impact on Runze technology, and whether they are in line with the provisions of item 1 of Article 12 of the administrative measures for the registration of initial public offerings of shares on the gem (Trial Implementation) (hereinafter referred to as the administrative measures for initial public offering).
The second one is to explain the reason why Runze technologys holding right is from left to right, and the pledge of controlling shareholders equity.
Tiantong communication network Co., Ltd. (hereinafter referred to as Tiantong communication), the former shareholder of Runze technology, transferred its equity to Beijing Tianjin jirunze, and completed the industrial and commercial change registration on August 31, 2020. The equity structure of Tiantong communication is consistent with that of Beijing Tianjin Hebei Runze. Beijing Tianjin Hebei Runze holds 459.54 million yuan equity of Runze Technology (accounting for 81.11% of the registered capital of Runze Technology) in the state of pledge.
The Shenzhen Stock Exchange asked to explain the historical evolution, paid in capital contribution and equity changes of Tiantong communications and Beijing Tianjin Hebei Runze, as well as the reasons and necessity of the equity transfer.
At the same time, whether the controlling shareholder and actual controller of Runze technology have changed, whether the ownership of shares controlled by the controlling shareholder and actual controller is clear, whether there is equity proxy, dispute or potential dispute, and whether there are significant adverse changes. Whether Runze technology complies with the provisions of Article 12 (2) and Article 13 of the administrative measures for the first issue.
Third, pay attention to the asset liability ratio.
From 2017 to 2020, the asset liability ratio of Runze technology is 95.74%, 97.61%, 95.06% and 87% respectively.
The Shenzhen stock exchange requires supplementary disclosure of the mortgage, pledge and guarantee of Runze technologys current external loans.
Based on the enterprise credit investigation, debt situation, daily operation capital turnover demand and foreign investment situation of Runze technology, it is added that whether Runze technology has overdue debts, whether it is facing major debt repayment risk, and whether mortgage and pledge assets are faced with ownership change risk.
At the same time, the Shenzhen Stock Exchange asked to explain whether there are matters that have a significant adverse impact on the ability to continue to operate, and whether it conforms to the provisions of item 3 of Article 12 of the administrative measures for initial issuance.
Article 4 concerns about the sudden acquisition of shares by 12 shareholders.
Shenzhen stock exchange requires disclosure of all previous equity transfer and capital increase of Runze technology, including but not limited to the reasons for equity transfer and capital increase, transfer and capital increase price, corresponding valuation, valuation basis and rationality of Runze technology.
The signing date of equity transfer and capital increase agreement, the date of industrial and commercial change registration, the reason why some equity changes have not been registered with industry and commerce, and whether the equity change is true. Whether the historical evolution and equity change of Runze technology are clear, non controversial and other potential disputes, and whether there are legal obstacles affecting the transaction.
In addition, the Shenzhen Stock Exchange also asked for supplementary explanations on whether the transaction is conducive to improving the quality of listed companies and enhancing their sustainable profitability.
The main business qualification of Runze technology, the time and period of validity of the qualification, and the conditions for renewal of the qualification are used to explain whether there is a risk that the renewal cannot be extended after the expiration of the qualification.
Not only are there many questions about the subject matter of the transaction, but also the current shareholding situation of several Xuxiang shareholders of plisheng.
It seems that there is nothing special about this weeks increase of 3.07%, but the stock has four trading days left a long shadow line. The turnover rate of the four trading days is more than 10%, and the weekly turnover rate is as high as 54.87%.
It may not be the gem company with the highest turnover rate this week, but as far as plison itself is concerned, it has the highest turnover rate except for its first year of listing in 2015.
Who trades in it?
How are these shareholders holding positions now? Chen Yang, Zhou Zhanhong and Ren Weida reduced their shareholding ratio to less than 5% at the end of the third quarter, and the operation situation was hidden in the market. And although the turnover rate is high, the daily amplitude is not small, but plison has not been on the daily trading list, trading seats are not known.
Source: interface news Author: Zhang Yi, editor in charge: Wang Xiaowu_ NF