Financial Services Association, April 3 (Reporter Xiao Lianghua) Dingxin Communications (603421.SH) announced on March 29 that the company was cut off by the State Grid, while also disclosing that some of the company's actual controller's shares were frozen by the court due to a divorce and property distribution dispute. The Financial Services Association released a report as soon as possible, pointing out that the company's former employee's bribery case may be the reason why the company's eligibility to win the bid was suspended by a core customer. This evening, Dingxin News verified the Financial Federation's previous report in a response announcement to the “Inquiry Letter” of the Shanghai Stock Exchange. For details, see the relevant reports from the Financial Federation on March 29 and 30: The announcement was interrupted and delayed by the State Grid. The actual controller's divorce disclosure is unclear. Is this company “taking the lead”? , Exchange inquiries filed by the Securities Regulatory Commission! Is Dingxin Communications suspected of disclosing illegal employee bribery cases or the State Grid breaking the “trigger”?

However, in tonight's inquiry response announcement, the company prepared a series of “remarks” whether it was about delaying disclosure of the “break-up” news or clarifying the fog about the actual controller's marital status. In response, some investors said it was difficult to accept: “In any case, the actual controller only disclosed it after 7 years of divorce, and the middle involved the distribution of shares and the entrustment of more than 5% of voting rights. Investors were unaware for a long period of time; simply not too outrageous.”

It's been 7 years since the actual controller got divorced

In a reply to the announcement on the evening of the 3rd, Dingxin Communications revealed for the first time the actual controller Wang Jianhua's marriage changes.

According to information first disclosed by the company, as early as January 24, 2017, Wang Jianhua, the controlling shareholder and actual controller of the company, signed a “divorce agreement” with Zhang Qi. The agreement involved shares in the listed company.

In the “Divorce Agreement”, the specific distribution of relevant shares is: Of the more than 100 million shares of Dingxin Communications held by Wang Jianhua, about 32.95 million shares were owned by Zhang Qi (accounting for 7.60% of the company's total share capital at the time), but Wang Jianhua still holds them. Zhang Qi commissioned Wang Jianhua to exercise all shareholder rights for this portion of the shares. The term of entrustment is 15 years, starting from the date of divorce between the parties.

Meanwhile, Wang Jianhua promised to pay Zhang Qi 100 million yuan in cash or equivalent share compensation within 2025.

Perhaps the cash compensation is in dispute. On August 17, 2022, Zhang Qi filed a “Civil Complaint” with the People's Court of Laoshan District, Qingdao, demanding that Wang Jianhua pay 100 million yuan in cash compensation and 3.85 million yuan in interest. Since then, it also included multi-year dividends and interest belonging to him about 11.28 million yuan.

After the first trial and the second trial, the lawsuit marathon is still not over. Instead, the Qingdao Intermediate People's Court sent it back to the court of first instance for retrial. The case will be tried on May 9, 2024.

Dingxin News acknowledged, “The “Divorce Agreement” involved the distribution of shares. Wang Jianhua did not notify the board of directors and fulfilled his obligation to announce when signing the “Divorce Agreement”, and there were situations where the information was not disclosed in a timely manner.” Mainly because the actual controller “did not properly learn and understand the relevant regulations.”

The employee bribery case was the cause of the collapse

Why was Dingxin Communications cut off by the State Grid? On March 30, a Financial Services Association reporter reported that this may be related to a bribery case involving a former employee of the company. According to Dingxin Communications's response announcement to the Shanghai Stock Exchange's “Inquiry Letter”, this is exactly the case.

Dingxin News Agency said that on February 27, the company received a notice from the State Grid, which stated: “According to the public opinion monitoring results of the State Grid Corporation, your company may have bribed the State Grid system personnel. According to relevant regulations, a 'fusing mechanism' will be initiated for all procurement categories of your company on February 18.” As soon as the company received the notice, it was notified to the company's chairman Wang Jianhua, general manager Zeng Fanyi, board secretary Ge Jun, and deputy general manager Yuan Zhishuang.

After discussion and analysis, the company's senior management team initially believed that the company did not have any bribery issues mentioned in public opinion. There are three reasons: on the one hand, the company received an investigation notice, which was not a penalty notice, and the fusing period did not affect the normal execution of the company's successful bid; second, the matter involved the company's implementation of the “fusing mechanism” was the personal conduct of a former employee. The company did not instruct or instruct the former employee to commit bribery; in the end, the company did not receive any legal documents or were required to cooperate with the judicial and disciplinary investigations. What Responsibility.

Based on the above reasons, the company's executive team optimistically speculates that the State Grid can complete the investigation of the company and lift the “fusing mechanism” of the company in the short term. At the same time, it is expected that the “fusing mechanism” will have little impact on the company's winning bid amount in the first quarter of 2024. It will not exceed 5% of the company's audited revenue for the most recent fiscal year, and not all of the winning bid amounts for the first quarter of that year can usually be recognized as revenue in the same year, so it was not disclosed after the company received the notice.

However, the actual development was clearly not as “initially thought” by the company's senior management. Looking to enter the second quarter, the company has yet to be lifted. Therefore, at the end of March, the company “had no choice” to disclose the above “notice” which may have had a significant impact on the company's performance.

If 1 year of fusing is more serious according to the situation, what impact will it have on the company's performance? The company gave estimates in today's response.

The company said that assuming that the current fusing period is 1 year, according to the company's bid amount and confirmed revenue in the past two years, the “fusing mechanism” will cause the company's total revenue to drop by about 1.65 billion yuan in the next 3-4 years, and will reduce the company's revenue by about 550 million yuan in 2024, close to 20% of the company's 2022 revenue. In 2025, the company's revenue will be reduced by about 850 million yuan.

In the secondary market, Dingxin Communications's stock price has dropped sharply for three consecutive days this week. From April 1 to April 3, the company's stock price fell by a total of 21.38%, with a ranged turnover of 340 million yuan. The company issued a stock trading change announcement on the evening of April 3, stating that up to now, the State Grid is investigating the company's “fusing mechanism”, and the investigation results have not yet been announced, and there is uncertainty.