Beijing Stock Exchange IPO many review concepts have been published through the "Guidelines for the Application of Business Rules for Public Issuance and Listing to Unspecified Qualified Investors", but there are still many problems in practice that have great uncertainty in handling them. The author recently sorted out all the more than 90 companies that have listed on the IPO of the Beijing Stock Exchange (including those that have not yet been listed after the review), and sorted out the 20 key issues in the listing review practice of the Beijing Stock Exchange for reference by friends.
Due to various reasons, many companies intending to list have the idea of non-affiliated (transferring affiliated companies to (seemingly) unrelated third parties), but they do not know that regulators attach great importance to such matters. Generally speaking, the transferee is a state-owned enterprise, listed company or well-known enterprises or personnel in the industry, which can eliminate the doubts of the regulatory authorities, otherwise it will have a certain negative impact on the listing, especially after the non-related party, there will be personnel, funds, and business. etc. (lack of business logic).
It is recommended that companies intend to list to try to include business-related industries into the overall listing of listed entities (encouragement by regulatory agencies). Industries that cannot be included are liquidated or cancelled or transferred to the outside world in real terms, and ensure subsequent assets, personnel, institutions, business and financial Independence.
Qifeng Seiko: Typical cases of non-association
The rationality of the actual controller's transfer of the company at a low price. According to the application materials, on October 13, 2020, the issuer acquired three companies with small asset scale and small profits, namely Haixin Packaging, Harfo Metal and Shengfeng Heat Treatment, and was determined to be a merger of under the non-uniform control of . According to public information, "other enterprises controlled by the actual controller" Haitech once held shares in Shengfeng Heat Treatment. The actual controller Cai Xuequn was the legal representative, executive director and manager of Shengfeng Heat Treatment, and later transferred the equity to Cui Jinfeng; The actual controller Chen Yuezhong once directly invested in Haiyan County Haixin Packaging Factory, and later transferred the equity to Huang Xiuliang. On January 10, 2020, Haiyan County Haixin Packaging Factory was cancelled. On the same day, Haiyan Haixin Packaging Co., Ltd. was established, and the legal representatives were all Huang Xiuliang. At the same time, the acquisition is in the following situations:
(1) The amounts of the issuer's merger cost when the acquisition is less than the fair value of shares obtained by the identifiable net assets are RMB 224,400, RMB 16,700, and RMB 1.184,800, respectively.
(2) The controlling shareholders of the three companies are Huang Xiuliang, Zhang Fuliang and Cui Jinfeng. On November 2, 2020 and November 17, 2020, the issuer held a board meeting and an extraordinary general meeting of shareholders to nominate and identify it as a core employee. Huang Xiuliang, Zhang Fuliang and Cui Jinfeng each subscribed 670,000 shares of the issuer at a price of 3 yuan per share, becoming the top ten shareholders of the issuer.
(3) Haixin Packaging provides wooden brackets, wooden boxes and other packaging materials for the issuer, Harvest Metal provides blackening services for the issuer, and Shengfeng Heat Treatment provides heat treatment services for the issuer. (4) Harvest Metals, Shengfeng Heat Treatment, and Haixin Packaging leased factories from affiliated parties Haitech and one-week packaging for daily production and operation and office use.
Please issuer: disclose the reason why the issuer then acquires the equity after the actual controller sells the equity, and whether there is a situation where related transactions are unrelated.
The reason why Chen Yuezhong, the actual controller of
After the company sold the equity, the reason why Chen Yuezhong acquired Haixin Packaging Factory after selling the equity of Haixin Packaging Factory. Haixin Packaging Factory was established on February 6, 2007. Chen Yuezhong transferred it on February 7, 2014 after its first acquisition on March 9, 2011. It was mainly due to Haixin Packaging Factory before its acquisition on March 9, 2011. The operating efficiency is poor, Chen Yuezhong can acquire it at a low price. At the same time, the business scope of Haixin Packaging Factory is cartons, plastic bags, wooden boxes manufacturing, processing, etc., which belongs to the upstream and downstream industries with the company, which is conducive to the formation of upstream and downstream synergy effects and improves The company's overall business layout.On February 7, 2014, Chen Yuezhong transferred Haixin Packaging Factory, mainly because Haixin Packaging Factory's operating performance is still poor, coincided with the company's preparations for the transformation from a limited liability company to Co., Ltd. and intends to carry out capital operation to equity transactions in Zhejiang Province. The center is listed. In order to focus on the development of the company's main business and reduce the investment in excess energy, Chen Yuezhong transferred Haixin Packaging Factory to Huang Xiuliang. On October 13, 2020, the company's acquisition of Haixin Packaging mainly involves integrating packaging resources and accumulating experience in mergers and acquisitions. As the company's business scale expands, the impact of upstream and downstream synergies on the company is becoming increasingly important and can create a greater impact for the company. The profit space is improved, and the company's overall business layout is improved. At the same time, in order to realize the company's development strategy, we have obtained advanced production technology, management experience, professional talents and other resources through mergers and acquisitions, and explore efficient mergers and acquisitions. Therefore, the company acquires Hai in cash. Xin Packaging 100% equity, the above transaction is based on the consideration of commercial operations by the company's actual controller Chen Yuezhong, and has sufficient rationality and business logic. There is no non-related transaction.
2. Before the company acquired Harvo Metals, the actual controller Chen Yuezhong did not control Harvo Metals. Harvo Metals were controlled by Zhang Fuliang before the transfer. The equity was clear. After confirmation by Zhang Fuliang and Chen Yuezhong, Harvo Metals did not exist before the transfer. Situation under Chen Yuezhong's control.
3. After Haitech sold Shengfeng Heat Treatment equity, the company made another acquisition. After Haitech, a company controlled by Chen Yuezhong transferred Shengfeng Heat Treatment on June 28, 2014, the company acquired Shengfeng Heat Treatment on October 13, 2020. Mainly when the company was transferred on June 28, 2014, the company's production scale was not large and its business volume was insufficient. Shengfeng Heat Treatment Production Line was in a loss state. Therefore, the original shareholders Haitech and Jiashan Aolike transferred Shengfeng Heat Treatment Equity to the responsible heat treatment production line. Cui Jinfeng and his spouse Li Zhengxue are independently operated by Shengfeng Heat Treatment. The company also acquired Shengfeng Heat Treatment on October 13, 2020, mainly because the company's production and operation scale has grown rapidly and its business volume is abundant. The acquisition of Shengfeng Heat Treatment can form upstream and downstream synergies with the company, which not only improves the company's industrial layout, but also It can promote the development of Shengfeng heat treatment business and has a win-win effect. At the same time, this acquisition also accumulates merger and acquisition experience for the issuer. The above transaction is a normal market-oriented behavior for the sake of commercial operations by the company and its actual controller. Rationality and business logic, there is no decorrelation of related transactions."
verification procedure: 1. Check the industrial and commercial bases of Haiyan County Haixin Packaging Factory, Qinshan Fuda Fahai Factory, Qifeng Heat Treatment Co., Ltd., Haixin Packaging, Harvest Metal and Shengfeng Heat Treatment, and confirm the industrial and commercial bases of Haixin Packaging The former was Haiyan County Haixin Packaging Factory, and the former was Qinshan Fuda Black Factory. Shengfeng Heat Treatment was once known as Qifeng Heat Treatment Co., Ltd.;
2. Huang Xiuliang received 1.68 million yuan from Chen Yuezhong's equity transfer of Haixin Packaging Factory Payment voucher for payment and interest, cash check stub issued by Haixin Packaging Factory and Construction Bank Card with Cai Xuequ last number 2290, confirmation is completed In November 2015, Huang Xiuliang has fully repaid the above-mentioned 1.68 million yuan equity transfer payment and interest;
3. Checked the payment voucher for Cui Jinfeng and Li Zhengxue to repay the actual controller of Haitech Chen Yuezhong of 960,000 yuan Shengfeng Heat Treatment equity transfer payment and interest, Sheng The cash check stub issued by Feng Heat Treatment and the ICBC card with the last number of Cai Xuequn 4401 confirmed that as of February 2016, Cui Jinfeng and Li Zhengxue had fully repaid the above-mentioned equity transfer payment and interest of RMB 960,000;
4. Interview with Chen Yuezhong, the actual controller of Haitech, Huang Xiuliang, the former legal representative of Haixin Packaging Factory, Zhang Fuliang, the legal representative of Harvo Metals, and Cui Jinfeng, the legal representative of Shengfeng Heat Treatment, and his spouse Li Zhengxue;
5. Check the issuer's son The questionnaire for the relationship between the company's legal representatives Huang Xiuliang, Zhang Fuliang and Cui Jinfeng;
6. Check the financial account book and financial statements of the issuer and its subsidiaries Haixin Packaging, Harfu Metal and Shengfeng Heat Treatment;
7. Check the bank statements of the issuer's legal representatives Huang Xiuliang, Zhang Fuliang and Cui Jinfeng who received the issuer's equity transfer payment in October 2020. Check the bank statements issued by Tianjin Zhonglian Asset Valuation Co., Ltd. Asset appraisal report of Xin Packaging, Harfu Metal and Shengfeng Heat Treatment as of October 31, 2020;
9, checked Haixin Packaging and Weekly Packaging, Ha The house rental agreement between Fu Metal and Haitech, Shengfeng Heat Treatment and Haitech;
10, reviewed the shareholders' meeting resolution documents for the issuer's targeted issuance of shares and the corresponding pricing basis;
11, accompanied the actual controllers Chen Yuezhong and Cai Xuequn to visit the bank and The bank account flow records opened or controlled by them from January 1, 2014 to June 30, 2021 were obtained, and the bank transfer transactions between the actual controller and Huang Xiuliang, Zhang Fuliang, Cui Jinfeng and Li Zhengxue were checked one by one.
Beijing Stock Exchange IPO many review concepts have been published through the "Guidelines for the Application of Business Rules for Public Issuance and Listing to Unspecified Qualified Investors", but there are still many problems in practice that have great uncertainty in handling them. The author recently sorted out all the more than 90 companies that have listed on the IPO of the Beijing Stock Exchange (including those that have not yet been listed after the review), and sorted out the 20 key issues in the listing review practice of the Beijing Stock Exchange for reference by friends.
Due to various reasons, many companies intending to list have the idea of non-affiliated (transferring affiliated companies to (seemingly) unrelated third parties), but they do not know that regulators attach great importance to such matters. Generally speaking, the transferee is a state-owned enterprise, listed company or well-known enterprises or personnel in the industry, which can eliminate the doubts of the regulatory authorities, otherwise it will have a certain negative impact on the listing, especially after the non-related party, there will be personnel, funds, and business. etc. (lack of business logic).
It is recommended that companies intend to list to try to include business-related industries into the overall listing of listed entities (encouragement by regulatory agencies). Industries that cannot be included are liquidated or cancelled or transferred to the outside world in real terms, and ensure subsequent assets, personnel, institutions, business and financial Independence.
Qifeng Seiko: Typical cases of non-association
The rationality of the actual controller's transfer of the company at a low price. According to the application materials, on October 13, 2020, the issuer acquired three companies with small asset scale and small profits, namely Haixin Packaging, Harfo Metal and Shengfeng Heat Treatment, and was determined to be a merger of under the non-uniform control of . According to public information, "other enterprises controlled by the actual controller" Haitech once held shares in Shengfeng Heat Treatment. The actual controller Cai Xuequn was the legal representative, executive director and manager of Shengfeng Heat Treatment, and later transferred the equity to Cui Jinfeng; The actual controller Chen Yuezhong once directly invested in Haiyan County Haixin Packaging Factory, and later transferred the equity to Huang Xiuliang. On January 10, 2020, Haiyan County Haixin Packaging Factory was cancelled. On the same day, Haiyan Haixin Packaging Co., Ltd. was established, and the legal representatives were all Huang Xiuliang. At the same time, the acquisition is in the following situations:
(1) The amounts of the issuer's merger cost when the acquisition is less than the fair value of shares obtained by the identifiable net assets are RMB 224,400, RMB 16,700, and RMB 1.184,800, respectively.
(2) The controlling shareholders of the three companies are Huang Xiuliang, Zhang Fuliang and Cui Jinfeng. On November 2, 2020 and November 17, 2020, the issuer held a board meeting and an extraordinary general meeting of shareholders to nominate and identify it as a core employee. Huang Xiuliang, Zhang Fuliang and Cui Jinfeng each subscribed 670,000 shares of the issuer at a price of 3 yuan per share, becoming the top ten shareholders of the issuer.
(3) Haixin Packaging provides wooden brackets, wooden boxes and other packaging materials for the issuer, Harvest Metal provides blackening services for the issuer, and Shengfeng Heat Treatment provides heat treatment services for the issuer. (4) Harvest Metals, Shengfeng Heat Treatment, and Haixin Packaging leased factories from affiliated parties Haitech and one-week packaging for daily production and operation and office use.
Please issuer: disclose the reason why the issuer then acquires the equity after the actual controller sells the equity, and whether there is a situation where related transactions are unrelated.
The reason why Chen Yuezhong, the actual controller of
After the company sold the equity, the reason why Chen Yuezhong acquired Haixin Packaging Factory after selling the equity of Haixin Packaging Factory. Haixin Packaging Factory was established on February 6, 2007. Chen Yuezhong transferred it on February 7, 2014 after its first acquisition on March 9, 2011. It was mainly due to Haixin Packaging Factory before its acquisition on March 9, 2011. The operating efficiency is poor, Chen Yuezhong can acquire it at a low price. At the same time, the business scope of Haixin Packaging Factory is cartons, plastic bags, wooden boxes manufacturing, processing, etc., which belongs to the upstream and downstream industries with the company, which is conducive to the formation of upstream and downstream synergy effects and improves The company's overall business layout.On February 7, 2014, Chen Yuezhong transferred Haixin Packaging Factory, mainly because Haixin Packaging Factory's operating performance is still poor, coincided with the company's preparations for the transformation from a limited liability company to Co., Ltd. and intends to carry out capital operation to equity transactions in Zhejiang Province. The center is listed. In order to focus on the development of the company's main business and reduce the investment in excess energy, Chen Yuezhong transferred Haixin Packaging Factory to Huang Xiuliang. On October 13, 2020, the company's acquisition of Haixin Packaging mainly involves integrating packaging resources and accumulating experience in mergers and acquisitions. As the company's business scale expands, the impact of upstream and downstream synergies on the company is becoming increasingly important and can create a greater impact for the company. The profit space is improved, and the company's overall business layout is improved. At the same time, in order to realize the company's development strategy, we have obtained advanced production technology, management experience, professional talents and other resources through mergers and acquisitions, and explore efficient mergers and acquisitions. Therefore, the company acquires Hai in cash. Xin Packaging 100% equity, the above transaction is based on the consideration of commercial operations by the company's actual controller Chen Yuezhong, and has sufficient rationality and business logic. There is no non-related transaction.
2. Before the company acquired Harvo Metals, the actual controller Chen Yuezhong did not control Harvo Metals. Harvo Metals were controlled by Zhang Fuliang before the transfer. The equity was clear. After confirmation by Zhang Fuliang and Chen Yuezhong, Harvo Metals did not exist before the transfer. Situation under Chen Yuezhong's control.
3. After Haitech sold Shengfeng Heat Treatment equity, the company made another acquisition. After Haitech, a company controlled by Chen Yuezhong transferred Shengfeng Heat Treatment on June 28, 2014, the company acquired Shengfeng Heat Treatment on October 13, 2020. Mainly when the company was transferred on June 28, 2014, the company's production scale was not large and its business volume was insufficient. Shengfeng Heat Treatment Production Line was in a loss state. Therefore, the original shareholders Haitech and Jiashan Aolike transferred Shengfeng Heat Treatment Equity to the responsible heat treatment production line. Cui Jinfeng and his spouse Li Zhengxue are independently operated by Shengfeng Heat Treatment. The company also acquired Shengfeng Heat Treatment on October 13, 2020, mainly because the company's production and operation scale has grown rapidly and its business volume is abundant. The acquisition of Shengfeng Heat Treatment can form upstream and downstream synergies with the company, which not only improves the company's industrial layout, but also It can promote the development of Shengfeng heat treatment business and has a win-win effect. At the same time, this acquisition also accumulates merger and acquisition experience for the issuer. The above transaction is a normal market-oriented behavior for the sake of commercial operations by the company and its actual controller. Rationality and business logic, there is no decorrelation of related transactions."
verification procedure: 1. Check the industrial and commercial bases of Haiyan County Haixin Packaging Factory, Qinshan Fuda Fahai Factory, Qifeng Heat Treatment Co., Ltd., Haixin Packaging, Harvest Metal and Shengfeng Heat Treatment, and confirm the industrial and commercial bases of Haixin Packaging The former was Haiyan County Haixin Packaging Factory, and the former was Qinshan Fuda Black Factory. Shengfeng Heat Treatment was once known as Qifeng Heat Treatment Co., Ltd.;
2. Huang Xiuliang received 1.68 million yuan from Chen Yuezhong's equity transfer of Haixin Packaging Factory Payment voucher for payment and interest, cash check stub issued by Haixin Packaging Factory and Construction Bank Card with Cai Xuequ last number 2290, confirmation is completed In November 2015, Huang Xiuliang has fully repaid the above-mentioned 1.68 million yuan equity transfer payment and interest;
3. Checked the payment voucher for Cui Jinfeng and Li Zhengxue to repay the actual controller of Haitech Chen Yuezhong of 960,000 yuan Shengfeng Heat Treatment equity transfer payment and interest, Sheng The cash check stub issued by Feng Heat Treatment and the ICBC card with the last number of Cai Xuequn 4401 confirmed that as of February 2016, Cui Jinfeng and Li Zhengxue had fully repaid the above-mentioned equity transfer payment and interest of RMB 960,000;
4. Interview with Chen Yuezhong, the actual controller of Haitech, Huang Xiuliang, the former legal representative of Haixin Packaging Factory, Zhang Fuliang, the legal representative of Harvo Metals, and Cui Jinfeng, the legal representative of Shengfeng Heat Treatment, and his spouse Li Zhengxue;
5. Check the issuer's son The questionnaire for the relationship between the company's legal representatives Huang Xiuliang, Zhang Fuliang and Cui Jinfeng;
6. Check the financial account book and financial statements of the issuer and its subsidiaries Haixin Packaging, Harfu Metal and Shengfeng Heat Treatment;
7. Check the bank statements of the issuer's legal representatives Huang Xiuliang, Zhang Fuliang and Cui Jinfeng who received the issuer's equity transfer payment in October 2020. Check the bank statements issued by Tianjin Zhonglian Asset Valuation Co., Ltd. Asset appraisal report of Xin Packaging, Harfu Metal and Shengfeng Heat Treatment as of October 31, 2020;
9, checked Haixin Packaging and Weekly Packaging, Ha The house rental agreement between Fu Metal and Haitech, Shengfeng Heat Treatment and Haitech;
10, reviewed the shareholders' meeting resolution documents for the issuer's targeted issuance of shares and the corresponding pricing basis;
11, accompanied the actual controllers Chen Yuezhong and Cai Xuequn to visit the bank and The bank account flow records opened or controlled by them from January 1, 2014 to June 30, 2021 were obtained, and the bank transfer transactions between the actual controller and Huang Xiuliang, Zhang Fuliang, Cui Jinfeng and Li Zhengxue were checked one by one.
Verification Opinions: 1. The historical history of Haixin Packaging, Harvest Metal and Shengfeng Heat Treatment, major shareholders and paid capital contributions, assets, personnel, technology and main business have been disclosed in the "Prospectus". Xin Packaging, Harvo Metal and Shengfeng Heat Treatment were all independent of the issuer before the acquisition. The above disclosure was true, accurate and complete;
2. During the reporting period, Haixin Packaging sold to the issuer mainly to provide wooden boxes and wooden brackets for it. Packaging utensils, sales amount to operating income is relatively stable and lower than 25%, does not constitute a significant dependence on the issuer, and Haixin Packaging production and operation does not rely mainly on the issuer;
3. The average price of Haixin Packaging sold wooden support to the issuer is smaller than the price sold to other customers. There is no significant difference, Haixin Packaging sells wooden stents to issuers with fair pricing;
4. Harvest Metals and issuers began to cooperate in January 2019. During the reporting period, the sales to issuers mainly provide blackening, annealing and Cleaning and other surface treatment services, the annual sales amount is less than 3.00 10,000 yuan, the amount is small, and does not constitute a significant dependence on the issuer. Harvest Metal production and operation does not mainly rely on the issuer;
5. Harvest Metal provides the issuer with the average price of surface treatment services and provides services to other customers. The price difference is small, and there is no significant difference in pricing. Harvest Metal provides surface treatment services to issuers with fair pricing;
6. During the reporting period, the average electricity price of Harvest Metal is higher than the issuer's settlement price. It is necessary to use the transformer alone, and the relatively small electricity consumption leads to a slightly higher unit electricity cost after the transfer fee is shared. There is no significant difference. The price of the electricity purchased by Harford Metal from the issuer is fair;
7, Shengfeng Heat Treatment and Issuer Cooperation began in January 2013. During the reporting period, the sales to issuers mainly provide metal heat treatment processing services such as quenching, quenching and tempering for some of its semi-finished products. The sales amount accounts for less than 25% of the operating income, which does not constitute an issuance. The great dependence of people, Shengfeng The production and operation of heat treatment does not mainly rely on the issuer;
8. The average price of Shengfeng Heat Treatment provides heat treatment services to issuers is small and the price of providing heat treatment services to other customers. There is no significant difference in pricing, and the pricing is fair;
9. The average price of Fenghe treatment electricity bill is slightly larger than the issuer's settlement average price, there is no significant difference, and the pricing is fair;
10. The professional background and resume of Huang Xiuliang, Zhang Fuliang and Cui Jinfeng have been explained, as well as their main work as core employees in the issuer. Huang Xiuliang, Zhang Fuliang and Cui Jinfeng respectively treated Haixin Packaging, Harvest Metal and Shengfeng Heat Treatment The daily production and operation have had a significant impact;
11. After Chen Yuezhong sold the equity of Haixin Packaging Factory, the company acquired Haixin Packaging, and after Haitech sold Shengfeng Heat Treatment Equity, the company made another acquisition. Chen Yuezhong, the actual controller of the company, was for the consideration of commercial operations. It has sufficient rationality and business logic, and there is no non-related transaction;
12, the issuer's acquisition of Haixin Packaging, Harvest Metal and Shengfeng Heat Treatment related acquisition price payment and cash flow statement presentation, in line with " Enterprise Accounting Standards " stipulates;
13. Combined with the above historical evolution, transaction conditions, basis for confirmation of acquisition prices, specific situation and basis for evaluation, etc., the acquired party Haixin Packaging, Harfur Metal and Shengfeng Heat Treatment will be recognized as non-uniform control. The basis and accounting treatment are reasonable, the acquisition of commercial substance , no shareholding situation, and does not belong to the merger under the same control;
14. Huang Xiuliang, Zhang Fuliang and Cui Jinfeng have no relationship with the issuer and its controlling shareholder, actual controller and other related parties before selling the equity. Except for normal business behavior, there is no relationship with the issuer and its controlling shareholder, actual controller. , other financial transactions between major customers or other situations that may lead to the transfer of interests;
15, after verification of the social relations survey form and personal bank statements of relevant personnel such as Chen Yuezhong, Huang Xiuliang, Zhang Fuliang, Cui Jinfeng, etc., Huang Xiuliang, Zhang Fuliang, Cui Jinfeng and other related personnel, Huang Xiuliang, Zhang Fuliang, Cui Jinfeng and Before selling the equity, Li Zhengxue has no relationship with the issuer, its controlling shareholder, actual controller and other related parties. There is no other interest relationship except normal business behavior, and there is no relationship with the issuer, its controlling shareholder, actual controller, etc. Between major customers Other financial transactions or other circumstances that may lead to the transfer of interests.The main customers of Haixin Packaging, Harvest Metal and Shengfeng Heat Treatment controlled by Huang Xiuliang, Zhang Fuliang and Cui Jinfeng do not have overlapping relationships with the company's customers, and there is no interest transfer situation;
16, the acquisition prices of the above three companies and the above three people The stock subscription price is fair, and the issuer's evaluation methods, evaluation assumptions and evaluation value-added are reasonable.
The main customers of Haixin Packaging, Harvest Metal and Shengfeng Heat Treatment controlled by Huang Xiuliang, Zhang Fuliang and Cui Jinfeng do not have overlapping relationships with the company's customers, and there is no interest transfer situation;
16, the acquisition prices of the above three companies and the above three people The stock subscription price is fair, and the issuer's evaluation methods, evaluation assumptions and evaluation value-added are reasonable.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-