2024-07-18
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(Original title: Chaoxun Communications received another annual report supervision work letter confirming that its supplier Jiangsu Yingxun is a historical related party)
On the evening of July 17,Chaoxun Communications(SH603322, share price 27.46 yuan, market value 4.328 billion yuan) issued an announcement to confirm related transactions, saying that because the company's current director Zhou Wei was one of the company's top five suppliers——JiangsuYingxunThe majority shareholder (holding 80% of the shares) and executive director of Jiangsu Yingxun Information Technology Co., Ltd. (hereinafter referred to as Jiangsu Yingxun) withdrew from Jiangsu Yingxun in May 2023. In December 2023, the company's board of directors held an election and Zhou Wei was elected as a new director, with a term of office from December 22, 2023 to December 22, 2026. According to the "Shanghai Stock Exchange Stock Listing Rules", Jiangsu Yingxun is a related party of the company from December 22, 2022 to May 26, 2024.
From December 22, 2022 to May 26 this year, Chaoxun Communications purchased communication network construction, maintenance and other services from Jiangsu Yingxun, with a total transaction amount of 227 million yuan. The above transactions between the company and Jiangsu Yingxun constitute related transactions.
On June 11 this year, the Daily Economic News dug deep into the top five suppliers of Chaoxun Communication in the past five years and published an article titled "Investigation on the top five suppliers of Chaoxun Communication: Did "our own people" set up companies as outsourcing suppliers? In the past five years, at least three major suppliers are suspected to be related parties." It pointed out that the executives and shareholders of many suppliers of Chaoxun Communication frequentlyPublic CompanyThe core employees such as branch heads, project managers, and technical personnel have the same names.
According to a previous report by the Daily Economic News, Jiangsu Yingxun was established in February 2020 and became one of the top five suppliers of Chaoxun Communications that year. From 2020 to 2023, Chaoxun Communications' purchases from Jiangsu Yingxun were RMB 35.652 million, RMB 75.4495 million, RMB 113 million, and RMB 153 million, accounting for 3.10%, 7.65%, 6.61%, and 8.27%, respectively, making it the fourth, third, third, and second largest supplier of Chaoxun Communications in the above years.
On the evening of July 17, Chaoxun Communication announced that Jiangsu Yingxun’s registered capital was 10 million yuan and its paid-in capital was 0 yuan. According to Tianyancha, Jiangsu Yingxun’s founding shareholders were three people: Yang Ning, Jiang Yun, and Zhou Wei. On June 11, 2021, Gao Tiejun replaced Zhou Wei as the legal representative and person in charge of Jiangsu Yingxun; in May 2023, Zhou Wei withdrew from the shareholder level, and Zhong Weiyong and Gao Tiejun became shareholders. In September 2023, Jiang Yun, Yang Ning, and Zhong Weiyong also withdrew from the shareholder level, and the company was changed to Du Jingjing’s sole proprietorship.
According to Chaoxun Communications' reply to the Shanghai Stock Exchange, Jiang Yun, Zhong Weiyong, Gao Tiejun, Yang Ning and Zhou Wei are still working at Chaoxun Communications. They are all managers of Chaoxun Communications' Jiangsu branch. Historically, they have held cross-appointments at supplier Jiangsu Yingxun, but there is no cross-appointment at present.
It is worth noting that on June 13 this year, Chaoxun Communications issued a "clarification" in the "Explanation Announcement on Media Reports". After verification, the company currently has no affiliated relationship with the outsourced supplier. On the evening of July 17, the company issued an announcement to confirm the related-party transaction, confirming that Jiangsu Yingxun is a related party of the company from December 22, 2022 to May 26, 2024. During this period, the company's transactions with Jiangsu Yingxun constitute related-party transactions.
In the announcement, Chaoxun Communications explained that from the time Zhou Wei withdrew from Jiangsu Yingxun in May 2023 to the company's nomination for the new term, the company's management could not predict that Zhou Wei would become a director of the company, and could not prejudge that the transactions between Jiangsu Yingxun and the company from December 2022 to November 2023 were related transactions. The company had some omissions in the review procedures and information disclosure of related purchases with Jiangsu Yingxun. The company failed to identify it in a timely manner, resulting in its failure to perform the review and disclosure procedures in accordance with the relevant regulations on related transactions. The company hereby expresses its sincere apologies to all investors.
As of the end of 2023, Jiangsu Yingxun had total assets of 34.1609 million yuan, net assets of only 50,000 yuan, operating income of 149 million yuan, and net profit of 204,100 yuan.
On the evening of June 11, Chaoxun Communications received a regulatory work letter from the Shanghai Stock Exchange, requiring it to clarify regulatory requirements on matters related to the "Daily Economic News" report, involving listed companies, directors, supervisors, senior management, etc. On June 21, the Shanghai Stock Exchange's Listed Company Management Department issued a "Regulatory Work Letter on Information Disclosure of Chaoxun Communications Co., Ltd.'s 2023 Annual Report" to Chaoxun Communications.
On the evening of July 17, Chaoxun Communications disclosed its response to the above-mentioned annual report supervision work letter. According to the company's self-examination, since 2020, 13 of the company's suppliers have had historical overlaps between employees and supplier personnel.
As for the reasons and rationality for the close relationship between the company's employees and suppliers, Chaoxun Communications said that since 2018, with the increasing competition and falling prices in the communications technology services industry, the company has faced problems such as insufficient customer budgets, insufficient investment, and the inability to reduce rigid business costs. In order to cope with changes in the market environment of the communications technology services industry, better achieve cost control, and improve management efficiency, the company decided in 2020 to outsource temporary employment, car rental, construction coordination, and some technical work in the communications technology services business, use fixed costs to control expenditures, and give play to the enthusiasm and proactive cost control advantages of outsourced companies. The company used this model to promptly reverse the downward trend of the communications technology services business and achieve the goal of reducing costs and increasing efficiency. The use of outsourcing is a common situation in the communications technology services business industry.
Chaoxun Communications said that except for Jiangsu Yingxun, the company has no current or historical affiliation with its outsourced suppliers, and there is currently no situation where any of the company's employees serve as shareholders, directors, supervisors, or senior managers of outsourced suppliers, or hold positions in outsourced suppliers.
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