/Cangzhou Mingzhu received a letter of concern: was asked whether to transfer benefits to some counterparties jqknews

Cangzhou Mingzhu received a letter of concern: was asked whether to transfer benefits to some counterparties jqknews

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Cangzhou Pearl On May 30, I received a letter of concern from the Shenzhen Stock Exchange. On May 27, the company disclosed that its subsidiary Qingdao Pearl Jiegao Equity Investment Center (referred to as “Qingdao Jiegao”) intends to transfer Xi’an Jiegao Electronic Technology Co., Ltd. (referred to as “Xi’an Jiegao”) to Guoke Xinneng and others respectively. Equity (the above Equity Transfer includes the “Investment Agreement” ” and its supplementary agreement performance the right to promise compensation), this transaction The total price of equity transfer is 70 million yuan. After the implementation of this transaction, Qingdao Jiegao will no longer hold the equity of Xi’an Jiegao, and will no longer be included in the scope of consolidated statements.

The company has achieved close to 1500% in 2019 The premium of Xi’an Jiegao has been transferred and its capital has been increased, and this part of the shares is now sold at the value of 35% of the shares at the time of transfer. Your company previously transferred part of the shares of Xi’an Jiegao to Tian Jianhong and increased its capital, and now it is transferring part of the shares to Tian Jianhong. The letter of concern requires the company to combine the two assessment assumptions and changes in specific parameters to explain the reason and rationality of the large difference between the sale price and the previous transfer, and on this basis, explain whether the transaction harms the interests of the listed company, and whether There is a situation of transferring benefits to some counterparties; it means that 21.86% of the shares in this transaction were transferred to the shareholders of Xi’an Jieyuan for the specific reasons of the new shareholder Guoke Intelligence, and verify whether each transaction counterparty has an associated relationship with your company, company directors, supervisors, senior managers, shareholders of more than 5%, or actual controllers, or other interests that may lead to skewed interests. relation.

Xi’an Jiegao did not achieve the performance commitment and net profit during the performance commitment period are all losses, and the performance commitment and compensation method will be changed in 2021. Your company believes that the reason why Xi’an Jiegao has not achieved its performance commitment is that it will be affected by the epidemic in 2020 and 2021. The letter of concern requires the company to combine the business development of Xi’an Jiegao in 2020 and 2021 to explain whether it is prudent to change its performance commitment in 2021, whether it can or should foresee that it will not be able to achieve a net profit of up to 55 million yuan in 2021, and whether the change in performance commitment is in order to achieve Purpose of delay performance compensation.

(article source: Interface News)


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