I will roughly sort out the public information. Judging from the information disclosed in the entire merger and acquisition restructuring, I personally think it is not particularly healthy. If there is any information update in the future, I will discuss it.

front row tips: S Yonghe Intelligent Control (sz002795) S has increased by !

I will roughly sort out the public information. Judging from the information disclosed in the entire merger and acquisition restructuring, I personally think it is not particularly healthy. If there is any information update in the future, I will discuss it. For the time being, friends are advised to be cautious when participating in the process

stakeholder reminder: There is no buying plan yet, keep paying attention, and there is more information to release the possibility of building a position after the stone hammer lands. I know that singing short can easily offend people, so you are right.

Event:

(1) Change of control rights. The transferor Cao Deli and Yu Yaqun intend to transfer through the agreement. The company and all members of the board of directors ensure that the content of the information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions. The 60,473,216 shares of shares of (accounting for 19.58% of the total number of shares of the company) held by it were transferred to Huzhou Hecheng in two periods (first period shares and second period shares). After consensus, the total price of the transfer of shares shall not exceed RMB 650 million, and the voting rights of the second phase of the shares shall be entrusted to Huzhou Hecheng for exercise without condition and irrevocation. The entrustment period shall be until the date when all of these shares are transferred to the name of Huzhou Hecheng in accordance with the relevant share transfer agreement at that time.

(2) Acquisition of assets: The company intends to become the controlling shareholder of Pule New Energy Technology (Taixing) Co., Ltd. through capital increase and share expansion for RMB 31.22449 million, and ultimately holds 51% of its stake in , and promises to transfer the patented technologies related to N-type batteries held by Pule New Energy Technology (Xuzhou) Co., Ltd. and Shenzhen Pule New Energy Investment Co., Ltd.) to Taixing Pule Name in accordance with the reasonable methods required by the listed company.

The following is the entire acquisition

The acquirer is Huzhou Hecheng Equity Investment Partnership (Limited Partnership). It can be understood that it is to acquire a dedicated SPV. Starting from the acquirer as usual, start looking up the entire acquisition

Huzhou Hecheng Equity Investment Partnership (Limited Partnership), penetrating upward is Chen Hualiang holding the SPV With 80.52% of the shares, it can be understood that the actual controller of this acquisition is [Chen Huaquan]

According to convention, let’s take a look at the subjects and businesses that Chen Hualiang has participated in to see Chen Hualiang’s background and personal experience. Sorry, I didn’t find much relevant information. Most of the time I was only held in a small share (the actual paid-up capital is less, and the business related information was not found). At present, Chen Huaquan seems to be more mysterious or not well-known, but I don’t have to worry, so I can continue to read.

It can be further seen that among the acquisition entities, there is also [Irvin Kay], which holds the company's equity among different entities, and the Pule New Energy acquired this time is also 99% of Irvin Kay holding and [Vector Rui] holding 1% of the shares. Irvin Kay seems to have a chance to become the first line we have seized. After penetrating upwards, I can find that Owenkai holds many companies related to new energy and semiconductors. At the same time, I noticed that there is an Internet technology company [ Shenzhen Pulux Network Technology Co., Ltd. ], which is actually the CEO of [Quanmin Photovoltaic PVPlus Photovoltaic Platform].

Quanmin Photovoltaic PVPLUS is a photovoltaic O2O company established in 2015. It has been a long time since there is no media-related information. The official website of www.pvplus.com.cn cannot be opened. It seems that it is an O2O company that pursued the end of the hot topic in 2015. The main tweet before was to fool users into installing distributed photovoltaics. Friends who have experienced a large number of O2O speculative projects in that era should understand it.

front row tips: S Yonghe Intelligent Control (sz002795) S has increased by !

I will roughly sort out the public information. Judging from the information disclosed in the entire merger and acquisition restructuring, I personally think it is not particularly healthy. If there is any information update in the future, I will discuss it. For the time being, friends are advised to be cautious when participating in the process

stakeholder reminder: There is no buying plan yet, keep paying attention, and there is more information to release the possibility of building a position after the stone hammer lands. I know that singing short can easily offend people, so you are right.

Event:

(1) Change of control rights. The transferor Cao Deli and Yu Yaqun intend to transfer through the agreement. The company and all members of the board of directors ensure that the content of the information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions. The 60,473,216 shares of shares of (accounting for 19.58% of the total number of shares of the company) held by it were transferred to Huzhou Hecheng in two periods (first period shares and second period shares). After consensus, the total price of the transfer of shares shall not exceed RMB 650 million, and the voting rights of the second phase of the shares shall be entrusted to Huzhou Hecheng for exercise without condition and irrevocation. The entrustment period shall be until the date when all of these shares are transferred to the name of Huzhou Hecheng in accordance with the relevant share transfer agreement at that time.

(2) Acquisition of assets: The company intends to become the controlling shareholder of Pule New Energy Technology (Taixing) Co., Ltd. through capital increase and share expansion for RMB 31.22449 million, and ultimately holds 51% of its stake in , and promises to transfer the patented technologies related to N-type batteries held by Pule New Energy Technology (Xuzhou) Co., Ltd. and Shenzhen Pule New Energy Investment Co., Ltd.) to Taixing Pule Name in accordance with the reasonable methods required by the listed company.

The following is the entire acquisition

The acquirer is Huzhou Hecheng Equity Investment Partnership (Limited Partnership). It can be understood that it is to acquire a dedicated SPV. Starting from the acquirer as usual, start looking up the entire acquisition

Huzhou Hecheng Equity Investment Partnership (Limited Partnership), penetrating upward is Chen Hualiang holding the SPV With 80.52% of the shares, it can be understood that the actual controller of this acquisition is [Chen Huaquan]

According to convention, let’s take a look at the subjects and businesses that Chen Hualiang has participated in to see Chen Hualiang’s background and personal experience. Sorry, I didn’t find much relevant information. Most of the time I was only held in a small share (the actual paid-up capital is less, and the business related information was not found). At present, Chen Huaquan seems to be more mysterious or not well-known, but I don’t have to worry, so I can continue to read.

It can be further seen that among the acquisition entities, there is also [Irvin Kay], which holds the company's equity among different entities, and the Pule New Energy acquired this time is also 99% of Irvin Kay holding and [Vector Rui] holding 1% of the shares. Irvin Kay seems to have a chance to become the first line we have seized. After penetrating upwards, I can find that Owenkai holds many companies related to new energy and semiconductors. At the same time, I noticed that there is an Internet technology company [ Shenzhen Pulux Network Technology Co., Ltd. ], which is actually the CEO of [Quanmin Photovoltaic PVPlus Photovoltaic Platform].

Quanmin Photovoltaic PVPLUS is a photovoltaic O2O company established in 2015. It has been a long time since there is no media-related information. The official website of www.pvplus.com.cn cannot be opened. It seems that it is an O2O company that pursued the end of the hot topic in 2015. The main tweet before was to fool users into installing distributed photovoltaics. Friends who have experienced a large number of O2O speculative projects in that era should understand it.

However, there is another official account in the company that is operating, and it seems that it should be transforming into a merger and acquisition FA in the photovoltaic + wind power industry (i.e., Financial Consulting , which is simply to resell projects and earn agency fees).

In this way, Owenkai also looks like he has a background in the scenery and storage, but I personally feel that he is more speculative .

Follow Owenkai, I went to find the situation of the subject he registered. In the past few months, many hot topics related shell companies have been established, including semiconductors, silicon industry, and new energy. One person covers multiple high-threshold industries, but none of them are paid in actual payment. It seems that they are already in the process of layout. I dug out the situation of the subjects below

On August 1, 2022, Pule Silicon Industry was established with a registered capital of 100 million yuan and a paid-up capital of 0

On August 2, 2022, Pule Semiconductor was established with a registered capital of 50 million and a paid-up capital of 0

On September 19, 2022, Pule New Energy Technology (Taixing) Co., Ltd., one of the targets of this capital increase acquisition, has a registered capital of 30 million and paid-up capital of 0. This company can find several related announcements

listed company S Zhongke Cloud Network (sz002306) S It is planned to invest in Xuzhou Pule with the company, and it is also planned to invest in a new TOPCon business line based on Taixing Pule. Later, after visiting, it was found that the Xuzhou project did not obtain approval, so it decided to cancel the cooperation. The original text of the announcement is as follows:

Zhongke Cloud Network Cooperation Framework Agreement

Zhongke Cloud Network (002306.SZ) issued an announcement that in order to promote business adjustment and transformation, the company signed the " Framework Agreement " with Shenzhen Pule New Energy Investment Co., Ltd. ("Shenzhen Pule") on September 13, 2022. The two parties intend to cooperate on the Pule Xuzhou project as the cornerstone of cooperation, further leverage their respective advantages, and carry out cooperation in the research and development and production and manufacturing of ultra-high efficiency N-type crystalline silicon batteries in two phases.

1st phase, Pule Xuzhou production line achieved 5GW production capacity . Among them, in the first stage, we strive to complete the debugging and trial production of 1GW equipment by December 31, 2022; in the second stage, we strive to achieve the addition of 4GW production capacity in 2023 and ultimately achieve the 5GW production capacity .

According to industry planning and market conditions, the second phase of cooperation will be expanded during the same period. The two parties negotiated the investment ratio to establish Pule New Energy Technology (Taixing) Co., Ltd. in Taixing, Jiangsu Province. Using the ready-made factory, a new 3GW battery capacity production line was established, and the conditions for 7GW capacity were met to accommodate the later production capacity of . strives to give full play to their respective advantages through the joint efforts of both parties, and ultimately achieve 10GW production capacity construction in Taixing, Jiangsu.

It is reported that Shenzhen Pule mainly engages in new energy project investment , technical research and development of new energy power generation technology, development, construction and consulting services of new energy photovoltaic power stations, etc. At present, Pule New Energy Technology (Xuzhou) Co., Ltd. ("Pule Xuzhou") has been established in Xuzhou, Jiangsu. The target company has mastered a variety of ultra-high efficiency N-type battery patented technologies such as N-type TOPCon battery technology based on laser SE, IBC battery technology based on LPCVD, and HBC battery technology based on laser doping.

listed companies stated that the signing of the framework agreement will help promote the company's expansion and layout into the new energy business chain, which is in line with the company's current business transformation. If the subsequent agreement is further implemented and the actual operation of the target company meets expectations, it will further enhance the company's future development capabilities and help improve the company's profitability and risk resistance.

Zhongke Cloud Network visited and inspected, and found that the Xuzhou project had not obtained a capacity approval, and the government construction factory may be reclaimed

Zhongke Cloud Network announced that after on-site visits and investigations, the company learned that the Xuzhou project of the target company failed to obtain a capacity approval, and the government construction factory may be reclaimed .In addition, Shenzhen Pule delivered the "Termination Agreement" unilaterally sealed by it to the company on November 23. The agreement also stated that the construction progress of the target company's Xuzhou Pule project's government-built factory building did not meet expectations, there was uncertainty in the implementation time of the first phase N-type battery production capacity, and the two parties had a large difference in the understanding of Pule's Xuzhou equity valuation .

Interestingly, Zhongke Cloud Network, which encountered "betrayal", quickly found a "new love". On November 24, the company signed a cooperation agreement with Tongling New Energy, and the two parties intend to cooperate in the research and development and production and manufacturing of ultra-high efficiency N-type crystalline silicon batteries.

If you look at the whole thing, you have to first understand what the Xuzhou Pule project is going on. This subject is better, with a registered capital of more than 10 million yuan and a paid-in amount of 2 million yuan, but not much.

public tweets can be found. In fact, this is a project that was established in December 2019. The 2GW ultra-efficient N-type battery project has been around for nearly three years, and there has been no new developments. No relevant bidding content has been found in various bidding information networks until September this year.

"Pule New Energy Technology (Xuzhou) Co., Ltd., was registered and established in Xuzhou High-tech Zone on December 4, 2019. It is located in the west of Tongchuang Road, the north of Fifth Ring Road, Xuzhou High-tech Zone, Xuzhou City, and the east side of Suning Yuncang. The company mainly produces ultra-efficient photovoltaic cell with a total investment of approximately 1.6 billion yuan. It is the world's largest ultra-efficient photovoltaic cell production base. The factory covers an area of ​​110 mu, and the annual output value after full production exceeds 4 billion yuan.

I checked the company's current patent status and wanted to see the company's current technical sources and main technical level status. The company's current patents mainly come from [Owenkai, Li Hanpeng, Xiang Liangrui] I am a little sorry here. Owenkai, Li Hanpeng, and Xiang Liangrui have not found a teacher, college, degree or technical background. They only say that he is a material researcher of a listed company. Li Hanpeng, Xiang Liangrui has not seen any content except for patent-related application documents (the search scope includes but is not limited to: CNKI, official account, Baidu ), and there are no related master/doctoral thesis (everyone knows that master and doctoral thesis can be entered into the database, and of course it is not ruled out that it is possible to study for master and doctoral thesis abroad).

Although heroes are of the origin, there are heroes, I think in an industry driven by strong technology, to develop advanced technologies, relevant abilities are still required, so I am not particularly optimistic about it from a technical perspective. Of course, I also hope that the technical documents disclosed by the company later can be slapped in the face (conversion efficiency, cost, etc.).

This way, I am actually quite disappointed here. I am a little tired of digging, but I will continue to read.

Back to Pule New Energy Technology (Taixing) Co., Ltd. This time, the main body of the investment in the industry, the premise of this transaction is to hold the actual controller

. Patented technologies related to type batteries have been transferred to Taixing Pule's name in accordance with the reasonable methods required by listed companies. Here I am more curious. If Pule New Energy currently has substantial business, then how can avoid the problem of the actual controller [competition in the industry] when it only converts to patented technology? Friends who are familiar with the rules of the CSRC should have already seen the problem. This is also a point I am not optimistic about. . .

Let me talk about it here. First of all, competition among industry is a common major obstacle in listing/mergers/restructuring. The following explanation is quoted from Zhihu , so I won’t write it myself. Listing/mergers/restructuring is often rejected because of this article.

"The "simultaneous industry" refers to the competitor's engagement in the same or similar business as the issuer's main business. When verifying whether the same or similar business constitutes a "competition" with the issuer, it should follow the principle of substance over form, and combine the relationship with the issuer's historical history, assets, personnel, main business (including but not limited to the specific characteristics of product services, technology, trademarks, customers, suppliers, etc.), as well as whether the business is substitutable, competitive, conflicts of interest, and whether it is sold within the same market, etc., to prove whether it constitutes competition with the issuer; it cannot simply determine that the product sales area and the product grade do not constitute competition.

. The China Securities Regulatory Commission will focus on companies that engage in the same or similar business as the issuer controlled by the controlling shareholder and actual controller. The company should handle this issue carefully.

If the company's controlling shareholder or actual controller is a natural person and the company controlled by the immediate relatives of both the couple (including spouse, parents, and children) has a competitive relationship with the issuer, it will definitely be considered to constitute competition among the industry.

If the company's controlling shareholder, the actual controller, and the company controlled by the company, it should also be handled carefully. "

The general avoidance method is The four ways of "closing and transferring" are to cancel the competing companies in the same industry, stop businesses that are not related to the listed entity, merge another company, and transfer the shares of related parties. If

can still effectively avoid competition among peers when only transferring patented technology, it may indicate that Xuzhou's business, in addition to technology/patent, is relatively slow, and is consistent with the information announced by Zhongke Cloud Network. . . I have been in the industry for quite some time, and I highly affirm the professionalism of brokerage /law firm/ accounting firm . At least it is impossible to miss this issue. Therefore, I hope that the subsequent company can give a reasonable explanation, that is, how to "the business assets and disposal of Pule Xuzhou."

only transferred the technology patent. I don’t know how to price Puletaixing, which has no production plan for the time being.

In summary, based on my investment philosophy, I do not have a valueless anchor target. Therefore, I currently have a wait-and-see attitude towards Yonghe Intelligent Control, but will continue to track it. The possibility of buying after resolving the above doubts is not ruled out.

Here first explains that the process of my research on the transformation of related restructuring, merger and acquisition, additional issuance business is consistent, and the starting point chain is as follows:

(1) The past background, experience, judgment resources and ability points of the team;

(2) The business prospects, asset status, and business progress that the company expects to do or inject;

(3) The company's product level, team's technical background, patent status;

(4) The obstacles that may be faced in related matters ( Including but not limited to: related transactions , actual controller competition among industry, interest transfer, transaction fund source)

(5) Expected difference after the company's reorganization is completed

(6) Collect tweets

Once again, all my research, data collection, information collection, and analysis links are consistent. After obtaining the results, there will be articles, so it will definitely be . But I suggest that no matter if you sing too much, with your facts and evidence, the first step is to explain the doubts in it clearly, and the second step is to discuss why there is an expectation difference. I believe that only by sufficient communication and verification can we find the best, which is also the logic that everyone can make money.

Interestingly, Zhongke Cloud Network, which encountered "betrayal", quickly found a "new love". On November 24, the company signed a cooperation agreement with Tongling New Energy, and the two parties intend to cooperate in the research and development and production and manufacturing of ultra-high efficiency N-type crystalline silicon batteries.

If you look at the whole thing, you have to first understand what the Xuzhou Pule project is going on. This subject is better, with a registered capital of more than 10 million yuan and a paid-in amount of 2 million yuan, but not much.

public tweets can be found. In fact, this is a project that was established in December 2019. The 2GW ultra-efficient N-type battery project has been around for nearly three years, and there has been no new developments. No relevant bidding content has been found in various bidding information networks until September this year.

"Pule New Energy Technology (Xuzhou) Co., Ltd., was registered and established in Xuzhou High-tech Zone on December 4, 2019. It is located in the west of Tongchuang Road, the north of Fifth Ring Road, Xuzhou High-tech Zone, Xuzhou City, and the east side of Suning Yuncang. The company mainly produces ultra-efficient photovoltaic cell with a total investment of approximately 1.6 billion yuan. It is the world's largest ultra-efficient photovoltaic cell production base. The factory covers an area of ​​110 mu, and the annual output value after full production exceeds 4 billion yuan.

I checked the company's current patent status and wanted to see the company's current technical sources and main technical level status. The company's current patents mainly come from [Owenkai, Li Hanpeng, Xiang Liangrui] I am a little sorry here. Owenkai, Li Hanpeng, and Xiang Liangrui have not found a teacher, college, degree or technical background. They only say that he is a material researcher of a listed company. Li Hanpeng, Xiang Liangrui has not seen any content except for patent-related application documents (the search scope includes but is not limited to: CNKI, official account, Baidu ), and there are no related master/doctoral thesis (everyone knows that master and doctoral thesis can be entered into the database, and of course it is not ruled out that it is possible to study for master and doctoral thesis abroad).

Although heroes are of the origin, there are heroes, I think in an industry driven by strong technology, to develop advanced technologies, relevant abilities are still required, so I am not particularly optimistic about it from a technical perspective. Of course, I also hope that the technical documents disclosed by the company later can be slapped in the face (conversion efficiency, cost, etc.).

This way, I am actually quite disappointed here. I am a little tired of digging, but I will continue to read.

Back to Pule New Energy Technology (Taixing) Co., Ltd. This time, the main body of the investment in the industry, the premise of this transaction is to hold the actual controller

. Patented technologies related to type batteries have been transferred to Taixing Pule's name in accordance with the reasonable methods required by listed companies. Here I am more curious. If Pule New Energy currently has substantial business, then how can avoid the problem of the actual controller [competition in the industry] when it only converts to patented technology? Friends who are familiar with the rules of the CSRC should have already seen the problem. This is also a point I am not optimistic about. . .

Let me talk about it here. First of all, competition among industry is a common major obstacle in listing/mergers/restructuring. The following explanation is quoted from Zhihu , so I won’t write it myself. Listing/mergers/restructuring is often rejected because of this article.

"The "simultaneous industry" refers to the competitor's engagement in the same or similar business as the issuer's main business. When verifying whether the same or similar business constitutes a "competition" with the issuer, it should follow the principle of substance over form, and combine the relationship with the issuer's historical history, assets, personnel, main business (including but not limited to the specific characteristics of product services, technology, trademarks, customers, suppliers, etc.), as well as whether the business is substitutable, competitive, conflicts of interest, and whether it is sold within the same market, etc., to prove whether it constitutes competition with the issuer; it cannot simply determine that the product sales area and the product grade do not constitute competition.

. The China Securities Regulatory Commission will focus on companies that engage in the same or similar business as the issuer controlled by the controlling shareholder and actual controller. The company should handle this issue carefully.

If the company's controlling shareholder or actual controller is a natural person and the company controlled by the immediate relatives of both the couple (including spouse, parents, and children) has a competitive relationship with the issuer, it will definitely be considered to constitute competition among the industry.

If the company's controlling shareholder, the actual controller, and the company controlled by the company, it should also be handled carefully. "

The general avoidance method is The four ways of "closing and transferring" are to cancel the competing companies in the same industry, stop businesses that are not related to the listed entity, merge another company, and transfer the shares of related parties. If

can still effectively avoid competition among peers when only transferring patented technology, it may indicate that Xuzhou's business, in addition to technology/patent, is relatively slow, and is consistent with the information announced by Zhongke Cloud Network. . . I have been in the industry for quite some time, and I highly affirm the professionalism of brokerage /law firm/ accounting firm . At least it is impossible to miss this issue. Therefore, I hope that the subsequent company can give a reasonable explanation, that is, how to "the business assets and disposal of Pule Xuzhou."

only transferred the technology patent. I don’t know how to price Puletaixing, which has no production plan for the time being.

In summary, based on my investment philosophy, I do not have a valueless anchor target. Therefore, I currently have a wait-and-see attitude towards Yonghe Intelligent Control, but will continue to track it. The possibility of buying after resolving the above doubts is not ruled out.

Here first explains that the process of my research on the transformation of related restructuring, merger and acquisition, additional issuance business is consistent, and the starting point chain is as follows:

(1) The past background, experience, judgment resources and ability points of the team;

(2) The business prospects, asset status, and business progress that the company expects to do or inject;

(3) The company's product level, team's technical background, patent status;

(4) The obstacles that may be faced in related matters ( Including but not limited to: related transactions , actual controller competition among industry, interest transfer, transaction fund source)

(5) Expected difference after the company's reorganization is completed

(6) Collect tweets

Once again, all my research, data collection, information collection, and analysis links are consistent. After obtaining the results, there will be articles, so it will definitely be . But I suggest that no matter if you sing too much, with your facts and evidence, the first step is to explain the doubts in it clearly, and the second step is to discuss why there is an expectation difference. I believe that only by sufficient communication and verification can we find the best, which is also the logic that everyone can make money.