Anhui Gourgen Traffic Construction (603815.SH) plans to invest in the coffee bean industry facing inquiries: The establishment of the joint venture partner is relatively late. Is the cooperation prudent and reasonable?
07/01/2025
GMT Eight
Anhui Gourgen Traffic Construction (603815.SH) Announcement, the Company received an inquiry letter from the Shanghai Stock Exchange's Listing Company Management Department regarding the external investment-related matters of Anhui Provincial Traffic Construction Co., Ltd.
On January 7, 2025, the Company announced that it plans to invest 80 million yuan to establish Shanghai Yagaxue Coffee Industry Development Co., Ltd. in partnership with Shanghai Aisi Enterprise Management Center (Limited Partnership) (referred to as Shanghai Aisi) to engage in coffee bean import trade and related businesses. The Shanghai Stock Exchange requested the Company to verify and disclose relevant information:
1. The announcement shows that the joint venture partner Shanghai Aisi has subscribed for 20 million yuan, the joint venture partner was established on May 13, 2024, with a registered capital of 100,000 yuan. The company stated that the joint venture partner has channel resources advantages in the export business of coffee beans in Ethiopia, and the management team has been engaged in the operation of coffee and other chain brands for many years. The Company is requested to: (1) disclose the background of the joint venture partner and management team, as well as the specific channel resource advantages and operational experience, explain the reasons for the short establishment time and low registered capital of the joint venture partner and its rationale, and then explain the prudence and rationality of the company's cooperation with the joint venture partner; (2) explain the specific source of the joint venture partner's investment funds and whether there is any relationship or other arrangements with the actual controller of the company; (3) disclose the Company's research and feasibility study on this investment, analyze the current situation of the coffee bean import and related industry chains, explain whether the Company has the personnel, technology, resource allocation, and other necessary conditions to carry out related businesses, evaluate the feasibility and prudence of the Company's investment, and fully disclose the risks involved.
2. The announcement shows that Long Jie as the team member of Shanghai Aisi will carry out the follow-up operations and is intended to serve as the first chairman of the investment target. The Company is requested to disclose: in combination with Long Jie's professional background, explain the reasons and necessity for his participation in this investment, verify whether there have been any illegal activities in the past, and assess his suitability to serve as the chairman of the investment target.
3. Recently, the actual controller of the Company has been subject to administrative penalties due to fund occupation and other reasons. This investment is intended to conduct coffee bean import and sales business, which will lead to the outflow of funds overseas. The Company is requested to disclose the specific mode of operation of the coffee bean import business, list the main suppliers and customers of the coffee trade business, and verify whether there are any relationship or other arrangements with the actual controller. The Company's independent directors are requested to express their opinions on this issue.
4. The Company's current asset-liability ratio exceeds 75%, and the net cash flow generated from operating activities in the first three quarters of 2023 and 2024 has been negative. The Company is requested to disclose: in conjunction with the Company's debt ratio and cash flow situation from operating activities, as well as the capital requirements of this investment business, analyze the impact of this investment on the Company's liquidity arrangement, and whether it will affect the Company's daily operations.
5. The announcement before this revealed that the Company's stock price has increased significantly, and approximately 60.82% of the Company's shares held by the actual controller and its concerted action person are pledged. The Company is requested to disclose: (1) the specific planning process, important time nodes, and specific personnel involved in this investment, as well as recent stock trading activities of the controlling shareholder and actual controller, company directors, executives, cooperative partners, and other related parties to determine if there is any advance disclosure of insider information; (2) in consideration of the liquidity situation of major shareholders and the risk of forced liquidation of pledged shares, explain whether there is a situation of speculation in stock prices by borrowing external investment matters.