Shenzhen Zqgame Co.Ltd(300052) in reply to the letter of concern from Shenzhen Stock Exchange, it is said that the acquisition of baoerlide is based on the business needs of the company, and is the business development needs of specific business core personnel for the relevant modules of winemaker and metauniverse. The overseas distribution of master winemaker needs a stable main support, but the existing platform can not meet the business needs, and for the low age of main users, it is not particularly suitable for existing products. Even if the products are launched, the company can only launch and delete the products from the perspective of responsibility. Therefore, it is reasonable and necessary for the company to create a new UGC platform belonging to China and release its own products. However, it is worth mentioning that Shenzhen Zqgame Co.Ltd(300052) announced on the same day that it had recently received the decision of Shenzhen regulatory bureau of China Securities Regulatory Commission to order the company to take corrective measures.
On January 10, Shenzhen Zqgame Co.Ltd(300052) announced that Shenzhen Zqgame Co.Ltd(300052) Hong Kong Co., Ltd., a wholly-owned subsidiary of the company, planned to acquire 51% equity of Baode Asset Management Hong Kong Co., Ltd. (to be renamed as “baoerlide yuanuniverse digital platform Co., Ltd.) from Li Ruijie, the actual controller of the company, and signed the corresponding equity transfer agreement with a transaction consideration of HK $0, And the transaction constitutes a connected transaction. On January 11, Shenzhen Stock Exchange issued a letter of concern to Shenzhen Zqgame Co.Ltd(300052) , requiring it to disclose in detail the basic information of baoerlide yuan universe digital platform Co., Ltd. to be acquired with HK $0, including but not limited to the main business, establishment time, financial data of the latest year and the first period, and explain the pricing basis and rationality of the transfer consideration of RMB 0.
For the rationality of pricing, Shenzhen Zqgame Co.Ltd(300052) said that after verification of the annual return and other relevant materials of Baode Asset Management Hong Kong Co., Ltd., the subject company had no assets, liabilities, main business income and profit in the latest year and period. According to the internal audit department of the company, the acquisition has not actually paid the capital contribution to Baode Asset Management Hong Kong Co., Ltd. and the company has no main business since its establishment. However, the company considers that Baode Asset Management Hong Kong Co., Ltd. has geographical advantages, foreign exchange advantages and can be used as an external window company of the enterprise, Shenzhen Zqgame Co.Ltd(300052) it is reasonable for Hong Kong Limited to acquire 51% equity of Baode Asset Management Hong Kong Limited held by Mr. Li Ruijie for a consideration of HK $0.
With regard to the rationality of the acquisition of baoerlide, Shenzhen Zqgame Co.Ltd(300052) said that the decision to acquire baoerlide was based on the company’s comprehensive consideration of the future overseas version distribution and operation needs of the winemaker game and the geographical, distribution and user group advantages of baoerlide as a Hong Kong enterprise, And the time cost of the company’s new enterprise and the short survival history of the new enterprise are not conducive to business development, which is in line with the company’s future strategic planning and business development needs.
Shenzhen Zqgame Co.Ltd(300052) also said in its reply that with regard to the acquisition of baoerlide, the company did not fully demonstrate the risk situation and future judgment of the acquisition, and did not objectively and completely reflect that the subject company had no actual business and technology. Therefore, Shenzhen Zqgame Co.Ltd(300052) Hong Kong Co., Ltd. will suspend the equity acquisition of the target company until the company has fully demonstrated the relevant acquisition matters and formulated a feasibility plan.
For the frequent expression of the concept of meta universe in the company announcement proposed by Shenzhen Stock Exchange and the question of whether it is to cooperate with the actual controller to reduce its holdings, Shenzhen Zqgame Co.Ltd(300052) replied that the company publicized its own products from the perspective of the market without any intention of hyping the stock price, and the relevant publicity is in line with normal business logic. As for the disclosure of the business of metauniverse, since the disclosure of the game information of winemaker, most of the external disclosure of the company has been non active. At the same time, considering the impact of abnormal stock price fluctuations, the company has not agreed to the research requirements of securities firms, research institutions and the media. Therefore, there is no deliberate speculation in the stock price.
On January 7, 2022, Shenzhen Zqgame Co.Ltd(300052) announced that it had received the corrective measures ordered by Shenzhen Securities Regulatory Bureau, and Shenzhen Securities Regulatory Bureau found that it had problems such as nonstandard operation, recording and voting of the three committees, nonstandard management of related parties, nonstandard management of insider information and so on. In this reply, Shenzhen Zqgame Co.Ltd(300052) explained the rectification measures taken and the specific rectification situation.
Shenzhen Zqgame Co.Ltd(300052) said that at present, the company is making rectification according to the requirements of Shenzhen Securities Regulatory Bureau. Among them, in view of the non-standard filling of the insider registration form, the insider registration file shall be re established, and the paper file of the insider registration form signed and confirmed by the chairman and the Secretary of the board of directors shall be archived and kept in accordance with the regulations. At the same time, the company will strengthen the supervision of the securities department on the registration and management of insider information lovers, and provide standardization for the performance of the securities department. In view of the incomplete registration of insider information, special personnel shall be arranged to be responsible for the registration management of insider information. In view of the inadequate registration management of related parties, strengthen the management of the list of related parties and related relationships submitted by directors, supervisors, shareholders holding more than 5% of shares and their persons acting in concert and actual controllers, and timely update the list of related parties in accordance with relevant regulations and the company’s internal system. For the problems in the operation of the three committees, contact some directors, supervisors and senior managers to supplement the signature of relevant documents. At the same time, the board of directors, supervisors and relevant personnel will be organized to study the rules for the general meeting of shareholders of listed companies, the guidelines for the articles of association of listed companies and other rules and regulations, and perform their duties in strict accordance with relevant regulations.
