With regard to the attention letter on Suzhou Chunxing Precision Mechanical Co.Ltd(002547) , the company’s Department’s attention letter [2021] No. 446 Suzhou Chunxing Precision Mechanical Co.Ltd(002547) board of directors:
In December 2018, Your company sold 100% equity of its subsidiary Huizhou Zehong Technology Co., Ltd. (hereinafter referred to as “Huizhou Zehong”) and 25.5% equity of calient technologies, Inc. (hereinafter referred to as “calient”) to Suzhou Industrial Park kanliante Technology Co., Ltd. (hereinafter referred to as “kanliante”) controlled by sun Jiexiao, the actual controller of your company ）, involving a transaction amount of 450 million yuan and a payment period of 36 months. On December 13, 2021, your company disclosed the announcement on the proposed adjustment of the payment period of equity transfer fee, which said that the transferee Kahn Liante was a company specially established for the above transactions, and sun Jiexiao provided joint and several guarantee liability for the equity transfer fee and corresponding interest payment of the above transactions. In view of the current business situation of Kahn Liante and sun Jiexiao’s own multiple equity pledges In case of freezing, auction, etc., it is expected that it is difficult to fulfill its payment obligations in cash, On the one hand, it is proposed to extend the payment period of the above equity transfer fee and interest (RMB 434 million remains as of November 30, 2021) to one year after the expiration of the original payment period, and on the other hand, it is proposed to offset it with its disposable non cash assets (9 million shares of Shanghai Nongle Biological Products Co., Ltd., 100% equity of Wuding Yunye Jinyuan Mining Co., Ltd., real estate, etc.).
Our ministry is concerned about this. Please explain the following matters on the basis of consulting relevant subjects by letter:
1. Your company is replying to our inquiry letter on Suzhou Chunxing Precision Mechanical Co.Ltd(002547) 2020 annual report (the annual report inquiry letter [2021] No. 105 of the company department mentioned that the remaining amount has not yet expired, and the company will continue to urge sun Jiexiao and Kahn Liante to pay in time. Please explain the specific measures taken by your company to recover the amount so far in response to the above Annual Report inquiry letter, and whether there are indulgence, inaction, etc.
2. Your company will extend the payment period of the above equity transfer payment for another year on the basis of three years. Please explain the rationality of giving the above-mentioned equity transfer funds an ultra long accounting period. On the basis of listing the payment periods given by your company to sell equity to independent third parties in recent five years, please explain whether the above-mentioned arrangements have accounting period arrangements that exceed general business practices and whether they have commercial essence. 3. The aforesaid equity transfer payment may not be paid at the expiration of the original payment period. Please explain whether your company will constitute the occupation of your company’s non operating funds by your actual controller and its related parties and the reasons.
4. Sun Jiexiao, the actual controller of your company, intends to offset the equity transfer to your company with non cash assets. Please explain the ownership status of these assets, the synergy with your company’s main business, your company’s plan for the use of these assets, and further explain the compliance of your company’s actual controller’s plan to compensate with these assets; Please list the public commitments made by sun Jiexiao involving your company, and whether the compensation violates such commitments and reasons. Your company is requested to submit relevant explanatory materials to our department for disclosure before December 21, 2021, and send a copy to the dispatched office at the same time. At the same time, remind your company and all directors, supervisors and senior managers to strictly abide by the securities law, the company law and other laws, as well as the stock listing rules of the exchange, and truly, accurately, completely, timely and fairly perform the obligation of information disclosure.
We are writing to inform you that
Shenzhen Stock Exchange listed company management department I
December 14, 2021
