The termination of the acquisition of Shenzhen Stock Exchange by China submersible shares

Yesterday, the Shenzhen Stock Exchange issued a letter of concern to China submersible (300526. SZ). The Shenzhen stock exchange requires the company to explain whether there are matters such as information disclosure and stock price speculation. < / P > < p > on March 17, China submersible disclosed the notice on signing the letter of intent for equity acquisition (Updated) that the company signed the letter of intent for equity acquisition (hereinafter referred to as “Party B”) with Hefei hi tech Datang Industrial investment partnership (limited partnership), Hefei Yichao Electronic Technology Co., Ltd. and Hefei Ruihan Electronic Technology Co., Ltd. on March 12, 2020 The company intends to acquire 100% equity of Hefei Xinpeng Technology Co., Ltd. held by Party B, and requests Party B to assist in the acquisition of 9.05% equity of Hefei Datang Storage Technology Co., Ltd. (hereinafter referred to as “Datang storage”) held by gongqingchenghaizhixin investment partnership (limited partnership). Through this transaction, the company is expected to hold 84.12% shares of Datang storage through direct and indirect shareholding. < p > < p > on October 9, the company disclosed the letter of intent on termination of & lt; equity acquisition & gt; Since the signing of the above agreement, the company and Party B have conducted full communication and consultation, and have carried out due diligence, audit, evaluation and other related work on Datang storage. However, due to the failure of both parties to reach an agreement on the main commercial terms, after careful consideration and friendly negotiation with the other party, the two parties signed the & lt; letter of intent for equity acquisition & gt; on September 30, 2020; Both parties agreed to terminate the letter of intent on equity acquisition signed by both parties on March 12, 2020. < p > < p > according to the letter of concern, after the disclosure of the letter of intent to purchase Datang storage on March 12, 2020, the stock price of the company increased by 130% from March 13, 2020 to April 2, 2020. < p > < p > according to the calculation of China economic network reporters, on March 12, China potential shares closed at 86.71 yuan; on April 2, it closed at 199.64 yuan. In 21 days, the share price of China submersible shares has risen by 130.24%. In this regard, the Shenzhen stock exchange requires the company to explain whether the disclosure of the acquisition of Datang’s storage on March 12, 2020 is objective and accurate, and whether there is any situation in which the information disclosure is coordinated with the stock price speculation. < p > < p > on October 9, your company disclosed the “letter of intent on termination of & lt; equity acquisition & gt; According to the announcement, on March 12, 2020, the company signed a letter of intent for equity acquisition with Hefei hi tech Datang Industrial investment partnership (limited partnership), Hefei Yichao Electronic Technology Co., Ltd. and Hefei Ruihan Electronic Technology Co., Ltd. through this transaction, the company is expected to hold Hefei Datang Storage Technology Co., Ltd. (hereinafter referred to as “Hefei Datang Storage Technology Co., Ltd”) through direct and indirect shareholding“ On September 30, 2020, the two parties signed the termination agreement of & lt; equity acquisition letter of intent & gt; and agreed to terminate the letter of intent for equity acquisition signed by both parties on March 12, 2020. Our department is highly concerned about this, please verify and explain the following issues: < / P > < p > 1. The announcement shows that since the signing of the above agreement, the company has conducted full communication and consultation with the trading partner, and has carried out due diligence, audit, evaluation and other related work on the target company, but the two sides failed to reach an agreement on the main commercial terms. < / P > < p > (1) please explain the specific contents of the communication and negotiation between the company and the trading party since the signing of the above agreement, including but not limited to the communication time, communication form, communication personnel of both parties, contents reached by both parties through negotiation, contents of commercial terms that both parties failed to reach an agreement on and the reasons for failure to reach an agreement. < / P > < p > (2) please describe the specific situation of the company’s due diligence, audit, evaluation and other related work to the target company, including but not limited to the name of the audit and evaluation organization, the number of staff, whether to enter the target company for on-site investigation, the entry time and continuous investigation time, whether the audit and evaluation forms relevant reports, and the specific contents of the report. < / P > < p > 2. On March 12, 2020, after your company disclosed the letter of intent to purchase Datang storage, the stock price of the company increased by 130% from March 13, 2020 to April 2, 2020. On October 9, 2020, your company disclosed that the transaction was terminated because both parties failed to reach an agreement on the main terms. In addition, when your company replied to our inquiry letter and attention letter on April 4 and April 7, you disclosed that Datang storage focuses on the design, research and development, production, security firmware algorithm research and development and solid-state disk sales of solid-state storage control chips. Datang is one of the few companies in China that has mastered the technology of commercial commercial commercial algorithm chip with the highest security level. From the beginning of 2019 to the end of March 2020, the accumulated investment is about 101 million yuan For the research and development of a new generation of high-performance, high security enterprise level and industry level memory control chips, the high investment in research and development is the main reason that it has not achieved profit in the past year or one period. < / P > < p > (1) please explain whether your company’s disclosure on the acquisition of Datang storage on March 12, 2020 is objective and accurate, and whether your company has cooperated with stock price speculation through information disclosure. < / P > < p > (2) please state whether Datang storage has the ability to develop, produce memory chips and research and develop security encryption technology, whether the research and development and production of memory chips and supporting firmware are carried out by an outsourcing third party, whether the security encryption technology is provided by external companies, whether the R & D cost of RMB 101 million is the real R & D investment of Datang storage, and whether the high R & D cost is nearly one of Datang storage The real reasons for the unrealized profits of the year and the first phase, and whether the above contents involved in the previous reply to our concern letter have exaggerated propaganda and misled investors. < / P > < p > 3. On September 25, 2020, your company disclosed the announcement on the suspension of trading in planning major asset restructuring, saying that it intends to acquire 100% shares of Lianhe ChuangTai Technology Co., Ltd. (hereinafter referred to as “lianchuangtai”); on October 9, 2020, your company disclosed that it would terminate the acquisition transaction of Datang storage, and the exclusive period of the above-mentioned “letter of intent for equity acquisition” is 6 from the effective date of the letter of intent Months or by written consent of the parties. The time interval between your company’s disclosure of planning major asset restructuring and termination of acquisition of Datang storage is only 3 trading days, and the disclosure time of termination of acquisition of Datang storage is within the period of suspension due to planning major asset restructuring. Please explain whether your company controls the content and time point of information generation and release in order to maintain the company’s share price. < / P > < p > 4. Your company’s main business is the production of diving equipment and the provision of diving training and leisure experience services. Since 2019, the company has repeatedly disclosed the announcement of cross industry acquisition or foreign investment, saying that it intends to enter the fields of big data, 5g and cloud computing. It includes the acquisition of 100% equity of Beihai Huiyu Network Technology Co., Ltd. (hereinafter referred to as “Beihai Huiyu”), the establishment of a wholly-owned subsidiary of Beihai Zhongqian Technology Co., Ltd. (hereinafter referred to as “Beihai Zhongqian”) with RMB 1 million, the acquisition of 100% equity of Shanghai Zhaoxin Software Technology Co., Ltd. (hereinafter referred to as “Shanghai Zhaoxin”) by means of acquisition and capital increase, acquisition of Datang storage holding equity Plan to issue shares to purchase 100% equity of Lianhe ChuangTai. Up to now, the business of Beihai Zhongqian has been stagnated, the equity of Shanghai Zhaoxin has been sold, and the transaction of purchasing Datang storage has been terminated. At present, there are still major uncertainties in the transaction plan for the acquisition of Lianhe ChuangTai. Your company has planned cross-border acquisitions for many times and all of them have ended (in the middle) or there are significant uncertainties. However, the company’s share price has increased nearly 8 times since the beginning of May 2019. Please explain whether your company has cooperated with stock price speculation through information disclosure, and please fully remind investors of the risk of substantial changes in share price based on the company’s basic situation. < / P > < p > please make a written explanation on the above matters, submit the relevant explanatory materials to our department for disclosure before October 15, 2020, and copy to the supervision department of listed companies of Guangdong securities regulatory bureau. At the same time, I would like to remind you that the listed companies must fulfill the obligation of information disclosure seriously and timely in accordance with the national laws and regulations and the Shenzhen Stock Exchange GEM Listing Rules. All members of the board of directors of a listed company must guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions, and shall bear individual and joint liabilities for the guarantee. < / P > < p > Disclaimer: the purpose of this article reprinted by china.com finance and economics is to convey more information and does not represent the views and positions of the website. The content of this paper is for reference only and does not constitute investment advice. Investors operate accordingly and bear their own risks. < p > < p > Chinanet is a national key news website under the leadership of the Information Office of the State Council and managed by China foreign language publishing and Distribution Bureau. Through 11 versions in 10 languages, the website releases information 24 hours a day, which is an important window for China to carry out international communication and information exchange.