Securities code: 300038 securities abbreviation: * ST digital Announcement No.: 2022-018 Beijing Shuzhi Technology Co.Ltd(300038)
Announcement on the reply to the letter of concern of Shenzhen Stock Exchange
Beijing Shuzhi Technology Co.Ltd(300038) and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Beijing Shuzhi Technology Co.Ltd(300038) (hereinafter referred to as the "company" or "listed company") received the notice on Beijing Shuzhi Technology Co.Ltd(300038) issued by Shenzhen Stock Exchange on January 29, 2022 (GEM notice [2022] No. 98) (hereinafter referred to as the "notice"). The letter of concern expressed concern about the major shareholder's fund occupation repayment scheme disclosed by the company and the performance forecast of 2021. The company actively organized staff to implement and verify the problems one by one. The replies to the matters involved in the letter of concern are as follows:
According to the performance forecast for 2021 disclosed by your company on January 28, 2022, the net profit attributable to the shareholders of the listed company is expected to be - 1.4 billion yuan to - 2 billion yuan in 2021. On the same day, according to the reply to the inquiry letter of Shenzhen Stock Exchange disclosed by your company, the actual controller Zhang Zhiyong failed to specify whether there was a loan between him and Beijing longhexin Enterprise Management Co., Ltd. (hereinafter referred to as longhexin), Nanjing Lishui Economic and Technological Development Group Co., Ltd. (hereinafter referred to as Nanjing Lishui) and Zhang Zhiqiang, who paid the Occupied Funds on his behalf Mortgage, guarantee and other agreements and arrangements. Our department is concerned about this. Please verify and explain the following problems:
1. Please ask Zhang Zhiyong and his actual payers, longhexin, Nanjing Lishui and Zhang Zhiqiang, to explain the reasons why longhexin, Nanjing Lishui and Zhang Zhiqiang repay the occupied funds to your company instead of Zhang Zhiyong, and whether Zhang Zhiyong and the actual payer have made specific agreements and arrangements on the use of relevant funds. If yes, please disclose the specific terms of the agreement, including but not limited to the use period of funds, capital cost, mortgage guarantee, etc. If not, please your company, Zhang Zhiyong and the actual payer to make legally effective agreements and arrangements on whether the listed company may need to return relevant funds or bear mortgage guarantee liability in the future. Please describe in detail the above funds used and proposed to be used by the company, and provide relevant details. Please explain whether the above repayment constitutes false repayment in combination with the above reply, and whether the company and relevant parties use false repayment to avoid delisting.
reply:
In October, November, 2021 and January, 2022, the company received 41 million yuan, 30 million yuan and 175 million yuan remitted by Zhang Zhiqiang, Nanjing Lishui Economic and Technological Development Group Co., Ltd. (hereinafter referred to as "Nanjing Lishui") and Beijing longhexin Enterprise Management Co., Ltd. (hereinafter referred to as "longhexin"), with a total of 246 million yuan, In order to compensate Mr. Zhang Zhiyong, the actual controller of the company, for occupying the funds owed by the listed company. Up to now, Mr. Zhang Zhiyong, the actual controller, has completed the repayment of the principal and interest of all the occupied funds.
Since we have not yet obtained the relevant agreements between the controlling shareholder and the above-mentioned companies and individuals, in order to further understand the compensation of arrears by the above-mentioned companies and individuals, the company has sent letters to relevant parties for confirmation. For the relevant payments made by the company and individuals to our company, we have confirmed and received a reply on the following matters:
(1) There is no relevant agreement between the company or individual and Mr. Zhang Zhiyong for the payment to our company; (2) The payment made by the company or individual to our company is to repay the funds occupied by the listed company on behalf of Mr. Zhang Zhiyong;
(3) The funds paid by the company or individual to our company can be used at our discretion; (4) The money paid by the company or individual to our company does not need to be refunded or repaid by our company in the future; (5) The money paid by the company or individual to our company is not guaranteed by our company or mortgaged by our assets;
(6) The amount paid by the company or individual to our company is not mortgaged or guaranteed by the equity or voting right held by Mr. Zhang Zhiyong and the person acting in concert.
(7) There are no other matters related to our company for the payment made by the company or individual to our company. Through correspondence with the above units and individuals, the amount owed to the listed company by him on behalf of Mr. Zhang Zhiyong is true and effective repayment, which does not need to be repaid by our company in the future, does not use our company's assets for mortgage and guarantee, does not use our company's equity held by Mr. Zhang Zhiyong for mortgage and guarantee, and there are no other matters related to our company.
After receiving the payment owed to the listed company by the above-mentioned companies and individuals on behalf of Mr. Zhang Zhiyong, the company has carried out examination and verification level by level and used the funds in strict accordance with the provisions of the company's financial system. Up to now, 71 million yuan has been used, which is mainly used to pay the wages of employees and the daily operation of the company, And repay the loan principal and interest of banks and other financial institutions. The specific payment details are shown in the following table:
Date amount (unit: yuan) payment content
Employee salary of 15080000.00 in October 2021
October 2021 3000000.00 Beijing Huaxia pawn Co., Ltd
November 2021 49198886.06 Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) technology Financing Guarantee Co., Ltd
5437421.72 paid China Minsheng Banking Corp.Ltd(600016) loan interest on November 2021
Total 72716307.78
The amount of unused funds is 175 million yuan, which is currently deposited in the bank account of our wholly-owned subsidiary. The funds are mainly used for daily operation such as paying loans and interests of financial institutions, paying employees' wages and paying office rent of the company. The specific estimated payment details are as follows:
Estimated usage time and amount (10000 yuan)
1500.00 on February 2022 to pay wages owed to employees
Pay rent and house deposit at 2200.00 on February 2022
From February to April 2022, 1000.00 yuan will be used for daily operation of the company
12800.00 from February to April 2022 to pay loans and interests to financial institutions
17,500.00
According to the correspondence with the above units and individuals and the use of funds of the company, the repayment of major shareholders does not constitute false repayment, and the company and relevant parties do not use false repayment to avoid delisting.
2. The performance forecast shows that your company has accrued an estimated liability of 500-800 million yuan for class action due to suspected illegal information disclosure. Please explain the calculation process and basis of relevant estimated liabilities, and in combination with the number of shareholders, number of shares held, stock price trend, estimated claim scale, treatment of comparable cases of listed companies between the date of false statement of facts and the date of disclosure, explain whether the provision of estimated liabilities is reasonable and whether there is a situation of adjusting profits through the provision of large estimated liabilities.
reply:
According to the company's announcement on December 13, 2021, on December 9, 2021, the company received the notice of filing a case from the China Securities Regulatory Commission. Because it is suspected of illegal information disclosure, the CSRC will file a case for investigation in accordance with the securities law of the people's Republic of China, the administrative punishment law of the people's Republic of China and other laws and regulations. Since the company announced on December 23, 2020 that the company found that the major shareholders occupied the funds of the listed company through self-examination, after receiving the notice of case filing and investigation from the CSRC, according to the provisions of the Supreme People's Court on hearing civil compensation cases of misrepresentation infringement in the securities market, For the possible class action of the company due to this matter, the possible claims are accrued. In accordance with the provisions of the Supreme People's Court on the trial of civil compensation cases for misrepresentation infringement in the securities market, the company calculates the expected class action of the company. In the calculation process, it involves the determination of parameters such as the implementation date, correction date, benchmark date and benchmark price of misrepresentation. The identification of relevant parameters is as follows:
(1) Implementation date of false statement: according to Article 7 of the provisions of the Supreme People's Court on the trial of civil compensation cases of false statement infringement in the securities market: "the implementation date of false statement refers to the date on which the information disclosure obligor makes or makes false statements." On December 23, 2020, the company issued the suggestive announcement on the company's self inspection of the occupation of funds by controlling shareholders and persons acting in concert, which showed that the company found that the company had non operational occupation of funds of listed companies by controlling shareholders and persons acting in concert through self inspection, and the earliest time of capital occupation was January 17, 2019, Both the controlling shareholder and the company recognize January 18, 2019 as the implementation date of false statements, so January 18, 2019 is recognized as the implementation date of false statements.
(2) Correction date of false statements: according to Article 8 of the provisions of the Supreme People's Court on the trial of civil compensation cases of false statements in the securities market: "The disclosure date of false statements refers to the date on which false statements are first publicly disclosed and known to the securities market in newspapers, magazines, radio stations, television stations, websites of regulatory authorities, websites of trading places, major portal websites, well-known self media and other media with national influence." On December 23, 2020, the company issued the suggestive announcement on the company's self inspection of the occupation of funds by the controlling shareholders and those acting in concert. On that day, the stock trading has stopped, and the controlling shareholders and the company recognized December 24, 2020 as the correction date of false statements, so it is recognized that December 24, 2020.
(3) Benchmark date: according to Article 26 of the provisions of the Supreme People's Court on the trial of civil compensation cases for misrepresentation infringement in the securities market: "The benchmark date for the calculation of investment balance loss" refers to the deadline set for limiting the compensation payable by the plaintiff to the range of losses caused by false statements and determining the reasonable period for the calculation of losses after the disclosure or correction of false statements. In the trading market with centralized bidding, the cumulative Trading volume of securities affected by false statements since the disclosure or correction date The base date is the date when 100% of the tradable part is reached. If the cumulative turnover rate of centralized trading reaches 100% of the tradable part within 10 trading days from the disclosure date or correction date, the 10th trading day shall be the base date; If 100% of the tradable part is not reached within 30 trading days, the 30th trading day shall be the base date. ". According to relevant regulations, the company calculates that from December 25, 2020 to January 13, 2021, the stock trading volume of the company reaches 100% of the circulating shares. The controlling shareholders and the company recognize January 13, 2021 as the base date, so the base date is determined to be January 13, 2021.
(4) Determination of the benchmark price: according to Article 26 of the provisions of the Supreme People's Court on the trial of civil compensation cases for misrepresentation infringement in the securities market: "the average price of the closing price of each trading day from the date of disclosure or correction of misrepresentation to the benchmark date is the benchmark price for loss calculation." The average closing price from December 25, 2020 to January 13, 2021 is 3.87 yuan / share, and the benchmark price recognized by the controlling shareholder and the company is 3.87 yuan / share. The specific calculation process is as follows:
Date trading volume closing price
2020-12-25 133,570,282 3.79
2020-12-28 114,344,424 3.91
2020-12-29 77,263,513 3.93
2020-12-30 69,582,463 3.8
2020-12-31 53,798,209 3.75
2021-01-04 54,121,483 3.82
2021-01-05 55,827,632 3.68
2021-01-06 58,403,180
