China-Singapore Jingwei, April 17 -- On the evening of the 17th, *ST Sansheng received a letter of concern for the eleventh time this year.
According to the letter of concern, on the evening of April 17, *ST Sansheng disclosed the "Announcement on the Partial Reply to the Shenzhen Stock Exchange's Letter of Concern (5) [2024] No. 66 (1)", but did not respond to most questions.
In relation to whether Beijing Xingronghua violated its independence, *ST Sansheng and its management team have purchased audit opinions directly or indirectly from Beijing Xingronghua in the past or currently. According to the reply letter, Xie Hua is responsible for the implementation of the actual controller's capital occupation, illegal guarantees and other violations, and is the main responsible person for the relevant violations. As of now, Xie Hua still serves as the company's director of operations. At the same time, Beijing Xingronghua said that "relevant inquiries are in the process of verification".
In this regard, the Shenzhen Stock Exchange requires *ST Sansheng to give a clear reply and explain the following issues:
(1) Explain the specific communication between Beijing Xingronghua and Xie Hua, the company's chief operating officer, in the preliminary business activities, whether it has paid attention to Xie Hua's responsibility for the implementation of violations such as capital occupation and illegal guarantees, and whether Beijing Xingronghua's specific measures in the process of "determining that there are no matters that may affect the willingness of the certified public accountants to maintain the business due to management integrity issues", and whether they comply with Article 6 of the Chinese Certified Public Accountants Auditing Standard No. 1201 - Planned Audit Work (hereinafter referred to as the "No. 1201 Standard") and the Guidelines for the Application of Code 1201 (III.6. of the relevant provisions.
(2) Combined with the reply to "2 (3)" of the "Letter of Concern (5)", explain whether the company and its management team have directly or indirectly purchased audit opinions from Beijing Xingronghua in the past or current, whether Beijing Xingronghua provides audit services in the form of contingent fees, and whether it complies with Article 27 of the Chinese Certified Public Accountants Auditing Standards No. 1101 - General Objectives of Certified Public Accountants and Basic Requirements for Auditing Work, and the Code of Professional Ethics of Chinese Certified Public Accountants No. 4 - Article 159 of the Requirements for Independence of Auditing and Review Operations, and the relevant provisions of the Notice of the Ministry of Finance on Strictly Prohibiting Accounting Firms from Providing Audit Services by Contingent Fee Payment.
(3) Explain the progress of the verification of the remaining issues of the "Concern Letter (V)" and the GEM Concern Letter [2024] Nos. 30, 34 and 45, and the possible impact on the financial statements and audit opinions of the 2023 annual report, and report the relevant verification evidence.
At the same time, the Shenzhen Stock Exchange requires *ST Sansheng to explain the corporate governance and internal control rectification implemented for large amounts of capital occupation and illegal guarantees, including rectification measures, rectification time, results obtained and evaluation basis, etc., and the company is requested to explain the handling of the personnel responsible for violations of laws and regulations, explain the reasons why Xie Hua still holds an important position in the company, whether it meets the company's rectification requirements, whether it may lead to further violations of laws and regulations of the company, and whether it leads to the management overriding internal control.
According to public information, *Malipo Tianxiong New Materials Co., Ltd. (hereinafter referred to as Tianxiong New Materials), a subsidiary of ST Sansheng Holdings, was involved in the execution of a case number of "(2024) Yun 2624 Zhi 496", which was filed on April 12, 2024, and the amount of the execution target was 148,500 yuan. On March 28, 2024, Hunan Dajia New Material Technology Co., Ltd. pledged its equity in Tianxiong New Materials to Shenzhen Dajia Industrial Group Co., Ltd., with an amount of 50 million yuan.
The land use rights of manganese slag warehouse and 110KV substation buildings acquired by Tianxiong New Materials in the early stage have not been registered for property rights, with an appraised value of 8.9022 million yuan and 42.9769 million yuan respectively, *ST Sansheng replied on February 21, 2024 that it will go through the relevant property rights registration procedures as soon as possible, and the asset sellers, Yunnan Wenshan Malipo County Tianxiong Manganese Industry Co., Ltd. (hereinafter referred to as Wenshan Tianxiong) and Yunnan Lufeng Power Sales Co., Ltd. (hereinafter referred to as Lufeng Power Sales) Issued a commitment to the company that if Tianxiong New Material is unable to use the manganese slag warehouse and land use right and 110KV substation normally due to the failure to register property rights, it will compensate Tianxiong New Material for all the losses suffered by it. *ST Sansheng's "2022 Annual Report" shows that the land, factory buildings, manganese slag warehouse and other assets leased by Tianxiong New Materials from Wenshan Tianxiong in the early stage have been mortgaged and pledged by Wenshan Tianxiong to Huarong International Trust Co., Ltd. (hereinafter referred to as Huarong Trust), and the principal of Wenshan Tianxiong's loan of 310 million yuan from Huarong Trust has been overdue.
According to public information, Wenshan Tianxiong has been listed as a dishonest person subject to execution by the court several times, and Lufeng Electricity Sales has been listed by the court as a restricted high-consumption enterprise, and it involves an enforcement information with the case number "(2024) Yue 03 Zhihui No. 460", the case was filed on April 16, 2024, and the amount of the subject matter of enforcement is 100610411 yuan.
In this regard, the Shenzhen Stock Exchange requires *ST Sansheng to explain:
(1) Explain the reasons why Tianxiong New Materials was enforced by the court this time, the specific situation of the subject matter of enforcement, and the impact on the normal production and operation of the company and Tianxiong New Materials.
(2) Explain the ownership status of Tianxiong New Material's main assets (including but not limited to manganese slag warehouse and substation) up to now, as well as the restrictions on rights, external guarantees, main liabilities and contingent liabilities, whether the property rights of Tianxiong New Material are clear, and whether it involves major disputes such as litigation, arbitration, and judicial enforcement.
(3) Explain whether Wenshan Tianxiong's loan repayment obligations have been substantially transferred to the company, whether the company has added new illegal guarantees and capital occupation and its specific circumstances (if applicable). Combined with the foregoing, verify and explain whether Huarong Trust intends to exercise or has exercised its right to pledge the relevant assets of Tianxiong New Materials. If you have not exercised your rights, please explain the reasons and reasonableness.
(4) Explain the progress of the land use right of the manganese slag reservoir and the property rights of the buildings in the 110KV substation, whether there are substantial obstacles, whether the asset seller has the ability to fulfill its commitments to the company, and explain the company's impairment test of the relevant assets in combination with the foregoing, and whether there is any transfer of benefits to specific objects in the relevant transactions.
(5) Combined with the litigation and arbitration situation of your company in the last 12 months, explain whether the company and Tianxiong New Materials have the ability to continue operations, whether your company has fulfilled its information disclosure obligations in a timely manner, and whether it complies with the provisions of Article 8.6.3 of the GEM Stock Listing Rules of the Shenzhen Stock Exchange.
In addition, public information shows that at about 15 o'clock on August 22, 2021, a large poisoning and suffocation accident occurred in Malipo Tianxiong New Materials Co., Ltd., resulting in 4 deaths and 5 injuries. The competent unit has imposed administrative penalties on the units involved and the relevant persons in charge of the units in accordance with relevant laws and regulations, and has dealt with the relevant units and individuals suspected of being responsible for the accident.
*The "Announcement on the Reply to the Shenzhen Stock Exchange's Concern Letter [2024] No. 34" disclosed by ST Sansheng on March 6, 2024 did not disclose any information related to the aforementioned situation by "stating whether Tianxiong New Materials has been subject to administrative penalties in the field of environmental protection in the past 36 months, whether it constitutes a major violation, whether environmental accidents or safety production accidents have occurred, and whether there are relevant negative media reports". The Shenzhen Stock Exchange requires the company to conduct a comprehensive self-examination and supplement the disclosure of the above information.
According to the company's website, *ST Sansheng was established in September 2003 and listed on the Growth Enterprise Market in December 2011. At present, the company's main business focuses on the field of education informatization with smart education services and intelligent education equipment as the core, and the field of education services with international education as the core.
In terms of performance, *ST Sansheng expects a net profit loss of 70 million yuan to 139 million yuan in 2023, compared with a loss of 236.8271 million yuan in the same period last year.
In the secondary market, *ST Sansheng closed up 8.33% at 1.17 yuan per share on the 17th, with a total market value of 400 million yuan. (Sino-Singapore Jingwei APP)