On January 18, Shenzhen Zqgame Co.Ltd(300052) (300052) replied to the inquiry letter of Shenzhen Stock Exchange on the previous proposed acquisition of Baode Asset Management Hong Kong Co., Ltd. (to be renamed: "baoerlide yuanuniverse digital platform Co., Ltd.") for 0 yuan.
According to the reply letter, Baode asset, which claims to build a yuan universe platform, is a shell company, "no assets, no liabilities, no main business income and no profit."
On the same day, because the above acquisition matters were not accurately disclosed, Shenzhen Zqgame Co.Ltd(300052) received the decision of Shenzhen regulatory bureau to order the company to take corrective measures, and the relevant responsible persons received a warning letter and were taken into regulatory conversation.
Although regulatory measures were taken, it did not affect the share price of Shenzhen Zqgame Co.Ltd(300052) . In the afternoon trading on January 19, Shenzhen Zqgame Co.Ltd(300052) was reported at 33.75 yuan, an increase of 5.47%. In the morning trading, it was once higher than 8%. As of the closing on the 19th, the increase fell.
On the news side, Microsoft acquired Activision Blizzard and its subsidiaries for us $68.7 billion, triggering A-share yuanuniverse and game sectors to strengthen.
the acquisition target is a shell company
On January 10, Shenzhen Zqgame Co.Ltd(300052) disclosed the announcement on equity acquisition and related party transactions of the company's wholly-owned subsidiary, which said that it planned to acquire 51% equity of Baode Asset Management Hong Kong Co., Ltd. (to be renamed as "baoerlide yuanuniverse digital platform Co., Ltd.", hereinafter referred to as Baode assets) from Li Ruijie, the actual controller of the company, and signed the corresponding equity transfer agreement. The announcement also said that baoerlide yuan universe digital platform Co., Ltd. hopes to become a pioneer of the game UGC platform, connect the world through the game, and provide users, content creators and project parties with a space for imagination, creation and practice.
However, Shenzhen Zqgame Co.Ltd(300052) said that Baode assets was established on January 4, 2018, with a total share capital of HK $10000 and a total paid up share capital of HK $0. When the company was established, it was positioned as a platform to deepen international cooperation and carry out overseas business, but it did not play a practical role in the follow-up business process, resulting in no main business of the company.
It should be noted that the transaction consideration is 0 yuan. When explaining the rationality of the acquisition, Shenzhen Zqgame Co.Ltd(300052) frankly said, "after verification of the relevant data of Baode assets, the subject company has no assets, liabilities, main business income and profit in the latest year and the first period." but Shenzhen Zqgame Co.Ltd(300052) insists that Baode assets have geographical advantages, foreign exchange advantages and can be used as a window company for enterprises to acquire 51% equity of Baode assets held by Li Ruijie at a consideration of HK $0, which is reasonable.
At the same time, Shenzhen Zqgame Co.Ltd(300052) said that the core competitiveness of baoerlide in the future mainly lies in the empowerment of relevant overseas services of the company and Huawei and other partners, and the main purpose is for the overseas release of the game "master brewer".
"This acquisition is based on the business needs of the company. It is proposed by the specific business core personnel for the business development needs of winemaker and related modules of metauniverse after practical discussion and discussion by the business core personnel and agreed by the management of the company Overseas distribution needs a stable subject support, but the existing platform can not meet the business needs, and for the low age of subject 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, the above statement was "beaten in the face" by regulators.
In the warning letter, Shenzhen regulatory bureau believes that Baode assets has no main business income and profit, no relevant R & D investment and core technology, and no relevant product landing. The company's declared "baoerlide yuan universe digital platform Co., Ltd. hopes to become a pioneer of game UGC platform" is the preliminary idea, and there is no specific landing plan. In view of the above matters, the board of directors of the company did not fully demonstrate the risk situation and future judgment of the acquisition: the company did not objectively and completely reflect that Baode Hong Kong company currently has no important information such as actual business and technology accumulation, as well as the specific impact on the company's performance; In the case of only preliminary conception and no specific landing plan, the basis for making the above judgment is not clearly stated.
The above acts violate the relevant provisions on information disclosure. Shenzhen regulatory bureau believes that Li Ruijie, as the chairman of the company, Li Yilun, as the general manager of the company, and Gao Guozhou, as the Secretary of the board of directors of the company, is mainly responsible for the above problems, and regulatory measures of issuing warning letters are taken for Li Ruijie, Li Yilun and Gao Guozhou respectively.
Li Jun, Zheng Fei and Chen Panli, as independent directors of the company, participated in the deliberation of the above acquisition and expressed independent opinions. However, in the process of deliberation, the risk situation and future judgment of the acquisition were not fully demonstrated, and the company was not urged to disclose relevant information objectively and completely. Shenzhen regulatory bureau took regulatory measures of regulatory talks with Li Jun, Zheng Fei and Chen Panli respectively.
cooperate with shareholders to reduce their holdings?
It should be noted that on the same day that Shenzhen Zqgame Co.Ltd(300052) disclosed the acquisition, Shenzhen Zqgame Co.Ltd(300052) also issued a pre disclosure announcement on the reduction of shares of Shenzhen Baode Investment Holding Co., Ltd., Shenzhen Baode Technology Co., Ltd. and Li Ruijie, the actual controller of the company.
The announcement shows that for business needs and personal capital needs, the above shareholders intend to reduce their holdings of no more than 7860411 shares within 3 months after 15 trading days from the date of performing the pre disclosure obligation, accounting for no more than 3% of the total share capital of the company, including no more than 2620137 shares through centralized bidding and no more than 5240274 shares through block trading.
The Shenzhen Stock Exchange also proposed in the inquiry letter that the controlling shareholders of the company have repeatedly disclosed matters related to yuanuniverse at the time point when they intend to reduce their holdings, and asked the company to explain whether there is deliberate speculation and raising the share price in order to cooperate with the reduction of the above companies or personnel.
Shenzhen Zqgame Co.Ltd(300052) replied that the company publicized its own products from the market perspective without any intention of hyping the stock price, and the relevant publicity was in line with the normal business logic. From the perspective of enterprise publicity in the game industry, the company's publicity methods are the same as those of Companies in the same industry. For the disclosure of metauniverse's business, most of the company's external disclosure has been non active since the disclosure of the game information of winemaker. At the same time, the listed companies take into account the impact of abnormal stock price fluctuations, It has not agreed to the research requests of securities firms, research institutions and the media. Therefore, there is no deliberate speculation in the stock price.
However, according to the previous report of 21st Century Business Herald, Shenzhen Zqgame Co.Ltd(300052) has been involved in the concept of blockchain for many times in the past history, and the controlling shareholders, actual controllers and persons acting in concert have also accurately announced the reduction plan.
At the same time, although Shenzhen Zqgame Co.Ltd(300052) indicates that the main scenes of the meta universe should be built and presented visually in VR. However, when asked about VR related technical reserves, the company said that the investment in VR products has always existed and has been applied in many projects. According to the available patent data, Shenzhen Zqgame Co.Ltd(300052) has no accumulation of VR related technologies.
