Text/Zhou Su In the near future, the cement industry's off-season market will continue, showing a situation of oversupply and demand, which may be difficult to change before late August. On July 13, UBS lowered the target price of "Cement Mao" Conch Cement shares. The next day, J

text/week Su

In the near future, the cement industry’s off-season market will continue, with supply exceeding demand, and it may be difficult to change before late August. On July 13, UBS lowered the target price of "Cement Mao" Conch Cement shares. The next day, JPMorgan Chase reduced its holdings of Conch Cement by 2.0345 million shares. Previously, Conch Cement 's share price had fallen by more than 30%. This may have an impact on Chengdu Acer Building Materials Co., Ltd. (hereinafter referred to as: Acer), which is impacting the capital market. The road to listing may be bumpy.

Previously, "Business Finance" noticed problems such as Acer's high accounts receivable and the disappearance of major customers. After further research, it was found that the actual controller held a green card and gave birth to a daughter out of wedlock, while simultaneously raising investment projects and equity transactions. There are doubts.

Doubtful Points in Investment Projects There is a Huge Discrepancy in the Investment Amounts of Many Projects

Acer plans to publicly issue no more than 33,337,157 new shares in this IPO, and plans to raise 1,128.07 million yuan in funds for the "Acer Green Building Materials Intelligent Manufacturing Center Construction Project (hereinafter referred to as: Green Building materials project)", "Concrete transportation and pumping capacity construction project" and "Supplementary working capital".

According to the prospectus, the total investment in the green building materials project and the amount of funds to be raised are both 473.07 million yuan, while the environmental impact assessment document prepared in September 2020 shows that the total investment in the project is 688.07 million yuan, a difference of 215 million yuan between the two. . The prospectus of

disclosed that the investment project is planned to be constructed on a newly obtained corresponding plot of land in Longquanyi District, Chengdu, with an estimated land area of ​​52,960.26 square meters and an investment of 31.7762 million yuan. The

environmental impact assessment document disclosed that the construction sites of the green building materials project are Groups 21 and 22 of Erhe Village, Baihe Street, Longquanyi District Economic and Technological Development Zone, Chengdu City, and Groups 12 and 14 of Tiandeng Village. On April 21, 2020, Acer and Chengdu Economic and Technological Development Zone The Management Committee and the Chengdu Longquanyi District People's Government signed an "Industrial Project Investment Agreement". The agreement has clarified that the land to be located for the project is industrial land.

According to the prospectus, on April 21, 2020, the Chengdu Economic and Technological Development Zone Management Committee, the Chengdu Longquanyi District People's Government and the issuer signed the "Industrial Project Investment Agreement" (No. CDJJ2020-001), agreeing that Acer shares will be invested in the Chengdu Economic Acer Co., Ltd. headquarters R&D and production base project is constructed in the Technology Development Zone (Longquanyi District, Chengdu). The project is intended to be located in Baihe Town, Longquanyi District, Chengdu. The net area of ​​the proposed project land is about 80 acres. The nature of the land is industrial land, and Longquanyi, Chengdu The District People's Government issued a land map with the official seal of "the proposed site of the Acer Project is about 80 acres".

On August 25, 2020, the Chengdu Municipal Bureau of Economy and Information Technology issued the "Confirmation Letter Regarding the Land Use of the Acer Co., Ltd. Headquarters R&D and Production Base Project in Longquanyi District" ([2020] W-383), which showed that the same address is also the site of another project "Acer Co., Ltd. The location selection of the “Headquarters R&D and Production Base Project (hereinafter referred to as: Headquarters Base Project)”. The total planned land area of ​​the

headquarters base project is 62,535 square meters. In 2020, 58,593 square meters of new construction land will be arranged, all of which are agricultural land (of which cultivated land: 18,766 square meters). The project was not otherwise introduced in the prospectus.

According to the "Chengdu Longquanyi District People's Government Land Acquisition Announcement" (Longfu Tu Zheng [2021] No. 18) on June 29, 2020, the areas of Groups 21 and 22 of Erhe Village, Baihe Street, and Groups 12 and 14 of Tiandeng Village It is 5.31 hectares, and the combined land area of ​​the green building materials project and the headquarters base project is more than twice the land area.

The actual controller has a green card and the joint venture to domestic equity transaction has not been paid yet

According to the prospectus, the actual controller of Acer shares is Wu Yiyun, and his close relationship with a shareholder and director may be quite eye-catching.

As of the signing date of this prospectus, Wu Yiyun holds 100% of the shares through Chengdu Hongyi Investment Consulting Co., Ltd. (hereinafter referred to as: Hongyi Investment) and 78.57% of the shares held by Chengdu Kehong Investment Consulting Co., Ltd. (hereinafter referred to as: Kehong) Investment) indirectly controls 51.18% and 19.69% of the shares of Acer, respectively. In addition to its direct holding of 2.62% of the shares of Acer, it controls a total of 73.49% of the shares of Acer. The

prospectus also disclosed that Wu Yiyun is currently the chairman and general manager of Acer Co., Ltd., a Chinese national, and has permanent residence in Australia.

In addition, Shen Yumei, a director of Acer Holdings, also has permanent residency in Australia. Although Shen Yumei and Wu Yiyun are not married, they have a daughter.

At the same time, Shen Yumei also directly holds 1.75 million shares of the company and indirectly holds 4.219 million shares through Kehong Investment. The total shareholding accounts for 5.97% of the total share capital before the issuance.

It can be seen that the relationship between the actual controller Wu Yiyun and director and shareholder Shen Yumei is extremely close. Whether the fact that the two have a daughter violates relevant laws and regulations or needs to be verified. The family status of the actual controller Wu Yiyun is not yet known, but so It is not known whether the complex relationship will bring about hidden dangers of equity disputes in the future.

It is also noteworthy that Acer shares had a Hong Kong investment background when it was first established, and during its equity transfer process, the transaction consideration has not yet been paid.

Acer Co., Ltd. was formerly known as Chengdu Acer Commercial Concrete Co., Ltd. (hereinafter referred to as: Acer Co., Ltd.). Acer Co., Ltd. was established in 1993 by Chengdu Kehong Trading Co., Ltd. (hereinafter referred to as: Kehong Trading) and AMPLE BOARD LIMITED (Fengbo Co., Ltd., (hereinafter referred to as: Hong Kong Fengbo) was jointly funded and established. The above three parties agreed that Acer's limited registered capital is 3.50 million yuan, of which Kehong Trading contributed 1.4 million yuan, accounting for 40.00% of the registered capital, and Hong Kong Fengbo contributed 2.10 million yuan, accounting for 60.00% of the registered capital.

According to the prospectus, Kehong Trading was established in 1993. The actual investors at the time of establishment were Wu Yiyun and Liang Mingli. Their actual investment was 785,700 yuan and 214,300 yuan respectively, totaling 1 million yuan. When

Acer Co., Ltd. was established, Hong Kong Fengbo was an affiliated company of MKI CORPORATION LIMITED, a company listed on the Hong Kong Stock Exchange; in February 2001, Wu Yiyun acquired Hong Kong Fengbo through the two companies he controlled, New Million Investments Limited and Ecprofit Group Limited. 100% equity, indirectly obtaining control of Hong Kong Fengbo; in November 2014, Wu Yiyun transferred New Million Investments Limited and Ecprofit Group Limited to hold the equity of Hong Kong Fengbo, and Hong Kong Fengbo was changed to Wu Yiyun directly holding 100% shares of the company.

In September 2012, Hong Kong Fengbo transferred its 58.50% stake in Acer Co., Ltd. (corresponding to an investment amount of 11.70 million yuan) to Hongyi Investment. The equity transfer price was 88.6044 million yuan. After the transfer, Acer Co., Ltd. was changed from a Sino-foreign joint venture to a domestic limited company.

In December 2012, Hongyi Investment’s claim (dividends receivable) on Acer Co., Ltd. was RMB 72.208 million; Kehong Investment’s claim (dividend receivable) on Acer Co., Ltd. was RMB 38.8212 million.

As of the signing date of this prospectus, the above equity transfer price of RMB 88.6044 million has not been paid. According to the agreement signed between Hong Kong Fengbo and Hongyi Investment, Hongyi Investment will pay the equity transfer price before January 30, 2022. On December 23, 2015, Acer Co., Ltd. withheld and paid the income tax of this equity transfer of RMB 7.6904 million for Hong Kong Fengbo.

Even though the actual controller is a left-hand transaction, Hongyi Investment has not paid the transfer price for ten years, which is puzzling. In addition, Hongji Co., Ltd. has withheld and paid taxes for Hong Kong Fengbo in a timely manner. Pay?