Anhui Gourgen Traffic Construction (603815.SH) announced that the company has received a notice from the Listing Management Department of the Shanghai Exchange regarding...
According to the Zhito Finance APP, Anhui Gourgen Traffic Construction (603815.SH) announced that the company received an inquiry letter from the Listed Company Management Department of the Shanghai Stock Exchange regarding the company's overseas investment matters.
On January 7, 2025, the company announced that it plans to invest 80 million yuan to establish a joint venture with the Shanghai Aisi Enterprise Management Center (Limited Partnership) (referred to as Shanghai Aisi) to set up Shanghai Yejiaxuefei Industrial Development Co., Ltd., engaged in coffee bean import trade and related business. The Exchange requested the company to verify and supplement the disclosure of relevant information:
First, the announcement shows that the joint venture partner, Shanghai Aisi, has committed to invest 20 million yuan. This joint venture partner was established on May 13, 2024, with a registered capital of 0.1 million yuan. The company claims that the joint venture partner has channel resource advantages in exporting coffee beans from Ethiopia, and the management team has many years of experience in operating coffee and other chain brands. The company is requested to: (1) Supplement the disclosure of the background of the joint venture partner and the management team, as well as specific channel resource advantages and operational experience, explain the reasons and rationality behind the short establishment time and the low registered capital of the joint venture partner, and further indicate whether the cooperation with this joint venture partner is prudent and reasonable; (2) Explain the specific source of investment funds for the joint venture partner, and whether there are any associated relationships or other interests with the company's actual controller; (3) Supplement the disclosure of the company's research and feasibility study work on this investment, analyze the current situation of the coffee bean import and related industry chain, explain whether the company has the personnel reserves, technology, and resource allocation to carry out related business, assess the feasibility and prudence of this investment, and fully highlight the risks.
Second, the announcement shows that Longjie will serve as a team member of Shanghai Aisi for subsequent operations and is intended to become the first chairman of the investment symbol. The company is requested to supplement the disclosure: in light of Longjie's professional background, explain the reasons and necessity for inviting him to participate in this investment, verify whether he has had any violations of laws and regulations in the past, and assess whether he is suitable to serve as the chairman of this investment symbol or other positions.
Third, the actual controller of the company has recently been administratively punished due to fund occupation and other reasons. This investment plans to conduct coffee bean import and sales business, which will lead to the company's Capital Trend flowing overseas. The company is requested to supplement the disclosure of the specific operational model for coffee bean import business, list the main suppliers and customers for the coffee trade business, and verify whether there are any associated relationships or other interests with the actual controller. The company’s independent directors are requested to provide their opinions on this matter.
Fourth, the current asset-liability ratio of the company exceeds 75%. The net cash flow generated from operating activities has been negative for 2023 and the first three quarters of 2024. The company is requested to supplement the disclosure: in conjunction with the company's debt ratio and the cash flow situation from operating activities, and the capital demands of this investment business, analyze the impact of this investment on the company’s liquidity arrangements and whether it will affect the company's daily operations.
V. Before this announcement, the company's stock price had risen significantly, and approximately 60.82% of the shares held by the actual controller and its concerted parties were pledged. The company should supplement the disclosure: (1) the specific planning process of this investment, important time points, and the relevant personnel involved in knowing about it, as well as the recent stock trading situation of insiders such as the controlling shareholder and actual controller, the company's directors and supervisors, cooperative counterparts, and other related parties, indicating whether there have been any instances of insider information being leaked in advance; (2) in combination with the liquidity situation of the major shareholder and the risks of share pledge liquidation, indicating whether there have been instances of stock price manipulation through external investment matters.