Core Viewpoint - Jinmei Technology (600844.SH) is under scrutiny from the Shanghai Stock Exchange regarding its stock issuance plan aimed at its controlling shareholder, Jin Rui Hong Ji, raising concerns about compliance and control stability [1] Group 1: Regulatory Concerns - The issuance plan is entirely directed towards the controlling shareholder at a price of 1.86 yuan per share, with the pricing reference date set for July 22, 2024 [1] - There is a significant concern regarding the compliance of the delayed shareholders' meeting, which was postponed due to the company's relocation to Inner Mongolia and the need for regulatory adjustments [1] - Jin Rui Hong Ji's share pledge ratio stands at 79.15%, prompting regulatory inquiries about the source of subscription funds and the potential impact on control stability [1] Group 2: Company Responses - Jinmei Technology explained that the issuance is intended to enhance operational funds and improve financial conditions, while also reinforcing control and market confidence [1] - The company clarified that the delayed shareholders' meeting is due to necessary compliance adjustments, with the meeting now scheduled for March 5, 2025 [1] - The closing price of 2.63 yuan per share is justified as it is higher than the issuance price, with the average trading price over the previous 20 days being 2.33 yuan per share, indicating no harm to minority shareholders [1] Group 3: Funding and Financial Needs - The subscription funds from Jin Rui Hong Ji will come from loans provided by Zhongze Holdings, controlled by the actual controller Yu Zeguo, which has sufficient liquidity and has committed not to engage in stock pledge financing [1] - Post-issuance, Jin Rui Hong Ji's shareholding is expected to be 32.54%, with a lock-up period of 36 months in compliance with regulations [1] - The company estimates a funding gap of approximately 508.47 million yuan over the next three years, which exceeds the fundraising target of 491.59 million yuan, highlighting the necessity and reasonableness of the financing scale [1]
定价基准日延迟与股份高质押遭上交所问询 金煤科技回复