Shenzhen Hongtao Group Co., Ltd. (hereinafter referred to as "the Company") and all members of the Board of Directors guarantee that the content of the information disclosure is true, accurate, and complete, without false records, misleading statements, or major omissions. On June 17, 2024, the Board of Directors of the Company received the Shenzhen Stock Exchange's inquiry letter regarding the Company (Inquiry Letter No. 106 [2024]) (hereinafter referred to as "the Inquiry Letter"). The content of the Inquiry Letter is as follows:
Inquiry Letter Content
To the Board of Directors of Shenzhen Hongtao Group Co., Ltd.:
On June 17, 2024, your company disclosed the "Announcement on the Controlling Shareholder and Actual Controller Signing the Voting Rights Entrustment Agreement and the Change of Company Control" (hereinafter referred to as "Announcement One"), which indicates that your controlling shareholder and actual controller Liu Nianxin has entrusted all voting rights corresponding to the 321,620,366 shares of the Company he directly holds (accounting for 18.31% of the total share capital) to Yinggu Energy Technology (Zhejiang) Co., Ltd. (hereinafter referred to as "Yinggu Energy") and has committed not to seek control of the listed company in any other way, actively assisting Yinggu Energy in becoming the actual controller of the listed company. After this change in equity, Yinggu Energy will hold no less than 18.31% of the Company's voting rights, and the controlling shareholder will change to Yinggu Energy, with the actual controllers changing to Chen Xiuhua and Tang Biqi.
On the same day, your company disclosed the "Announcement on the Termination of the Framework Agreement for Share Transfer Signed by the Controlling Shareholder" (hereinafter referred to as "Announcement Two"), which shows that your company and controlling shareholder Liu Nianxin decided to terminate the "Framework Agreement for Share Transfer" with Shenzhen Zhaojin Metal Network Trading Co., Ltd. (hereinafter referred to as "Shenzhen Zhaojin") and Hainan Dongfang Zhaojin Mining Co., Ltd. (hereinafter referred to as "Hainan Zhaojin"), meaning that Shenzhen Zhaojin and Hainan Zhaojin will no longer acquire the 80,405,091 shares (accounting for 4.58%) held by Liu Nianxin, and Liu Nianxin will no longer entrust all voting rights of the remaining shares to Shenzhen Zhaojin and Hainan Zhaojin.
Our department expresses high concern regarding the following significant risk matters involved in your company's aforementioned announcements about the change of control:
- According to your company's announcement on November 22, 2023, regarding the forced execution of part of the controlling shareholder's shares, due to Liu Nianxin's failure to repurchase the pledged shares of 209,440,000 shares as per the stock pledge repurchase agreement, Guosen Securities has initiated forced execution on the pledged shares involved in the breach of contract. From August 21, 2023, to November 21, 2023, Guosen Securities disposed of a total of 22,323,383 shares of the Company, and there may be further disposals of the remaining pledged shares of 187,116,617 shares. According to Announcement One, Liu Nianxin holds 321,620,366 shares of your company, with 310,535,186 shares pledged, accounting for 96.55% of his holdings. Among the pledged shares, 176,495,186 shares have been applied for forced liquidation by the pledgee Guosen Securities, and there is a possibility of liquidation; 134,040,000 shares are at risk of liquidation due to the expiration of the pledge loan. Recently, Liu Nianxin received an "Execution Ruling" from the Nanshan District People's Court, where the applicant Shenzhen Fangda Real Estate Development Co., Ltd. applied for forced execution against Liu Nianxin and the Company regarding a real estate sales contract dispute, demanding Guosen Securities to execute 48,929,745 shares held by Liu Nianxin. Liu Nianxin's equity in your company is currently under forced execution, posing a significant risk of equity change.