Looking back at history, in 2014, the lease affiliated party of Tianfangbiao Inspection and Certification Co., Ltd. (hereinafter referred to as "Tianfangbiao") was located at No. 25 Queqiao Road, Nankai District, Tianjin as a business place. On December 13, 2019, Tianfangbiao took the initiative to submit an environmental impact report form and admitted that Tianfangbiao launched production and operation activities in the investment and construction project in the local area, and had closed down due to construction without approval, and then the environmental impact assessment documents were submitted again.
is now on the market, and Tianfangbiao application materials show that it has moved away from No. 25 Queqiao Road in February 2021. The job location of Tianfangbiao's recruitment information as of September 2022 is still located at No. 25 Queqiao Road, and Tianfangbiao may make false statements. Not only that, there may be a mixed use of personnel between Tianfangbiao and this affiliated party, and personnel independence may be lacking. Tianfangbiao claimed that the journal founded by the affiliated parties was its own journal, and the division of assets between it and its affiliated parties was in doubt.
1. It operates in the same place as the affiliated party, saying that it has moved out of the affiliated party's property or was "slapped in the face"
When it is true, it is true, and when it is true, it is false. Tianfang claimed that it had moved out of No. 25 Queqiao Road as of February 2021 and terminated the relevant lease contract with its affiliates . Public information shows that Tianfangbiao’s address as of April 2022 may still point to No. 25 Queqiao Road.
1.1 Needle Research Institute is an affiliated party of Tianfang Bing, and its domicile is No. 25 Queqiao Road
According to the prospectus dated September 30, 2022 (hereinafter referred to as the "Prospectus"), the Tianfang Tag Administration dated September 30, 2022. As of the date of signing the prospectus, Tianjin Tianfang Investment Holding Co., Ltd. (hereinafter referred to as "Tianfang Investment") is the controlling shareholder of Tianfang Bing, and Tianjin Textile Group (Holding) Co., Ltd. (hereinafter referred to as "Textile Group") directly holds 100% of Tianfang Investment's equity , so Textile Group is the indirect controlling shareholder of Tianfang Bing.
Since Tianjin Needle Research Technology Co., Ltd. (hereinafter referred to as "Needle Research Institute") is an enterprise directly or indirectly controlled by the textile group, Tianfangbiao listed Needle Research Institute as an affiliate.
According to data from the Market Supervision and Administration Bureau, the Needle Research Institute was established on November 1, 2000. It was once named Tianjin Knitting Technology Research Institute. As of the inquiry date October 15, 2022, the shareholder of the Needle Research Institute is Tianjin Textile and Clothing Institute Technology Co., Ltd. (hereinafter referred to as "Textile and Clothing Institute"), with a shareholding ratio of 100%. In addition, the residence of the Needle Research Institute is No. 25 Queqiao Road, Nankai District, Tianjin (Science and Technology Park), and the Needle Research Institute has no address or equity change information at the moment.
In other words, the Needle Research Institute is an affiliate of Tianfang Biao. Moreover, since its establishment, the residences of the Needle Research Institute are No. 25 Queqiao Road, Nankai District, Tianjin (Science and Technology Park).
In addition, according to the "Tianfang Biao Related Transaction Announcement" (hereinafter referred to as the "Related Transaction Announcement") dated April 28, 2022, the residence of the Needle Research Institute is No. 25 Queqiao Road, Nankai District, Tianjin (Science and Technology Park). It mainly engages in the manufacturing, development, consultation and transfer of needle and cotton textile and machinery and textile testing instruments, and is engaged in advertising business, house rental, conference services, and safety valve verification.
and, according to the "Reply to the Review Inquiry Letter on the Application Document of Tianfangbiao's Public Offering and Listing on the Beijing Stock Exchange" (hereinafter referred to as the "First Round of Inquiry Reply") signed on July 28, 2022, the content sold by the Needle Research Institute includes textiles, masks, consulting services, advertising, conferences, textiles and testing machines, leasing and property water and electricity. From 2019 to 2021, the revenue of the Needle Research Institute was RMB 6.3734 million, RMB 14.1203 million and RMB 15.7552 million respectively. During the same period, the profits of of Needle Research Institute were 19,800 yuan, 92,100 yuan and 390,100 yuan respectively.
It should be pointed out that during the reporting period, Tianfangbiao rented a house from the Needle Research Institute.
1.2 The business premises once rented a house at No. 25 Queqiao Road from the Needle Research Institute, saying that it had moved out of
html in February 2021. According to the first round of inquiries, from 2019 to January 2021, Tianfang Biaoxiang Needle Research Institute rented a property at No. 25 Queqiao Road, Nankai District, Tianjin.According to the prospectus, from 2019 to 2020, Needle Research Institute was the second and largest suppliers of Tianfang Boutique respectively. Tianfang Biao paid the purchase of water and electricity housing from the Needle Research Institute, with the costs of RMB 3.5817 million and RMB 3.2842 million respectively.
From 2019 to 2021, the house rental fees paid by Tianfangbiao to the Needle Research Institute were RMB 2.5326 million, RMB 1.8584 million and RMB 247,800, respectively.During the same period, Tianfang Biao paid water and electricity bills to the Needle Research Institute were RMB 1.0491 million, RMB 1.4258 million and RMB 100,500, respectively.
According to the first round of inquiries, in February 2021, Tianfangbiao’s main business premises were moved from No. 25 Queqiao Road, Nankai District, Tianjin to the 3rd Floor, Building A, Tianfang Building, No. 6 Dongjiu Road, Airport Economic Zone.
According to the prospectus, the contract signed by Tianfangbiao and Needle Research Institute for house and site lease at No. 25 Queqiao Road, Nankai District has been terminated, with the amount of the contract being 3.2411 million yuan/year.
Public information shows that Tianfangbiao "has moved away from No. 25 Queqiao Road" is full of doubts.
1.3 As of April 2022, the headquarters, laboratory and business premises of Tianfang Biao are all located at No. 25 Queqiao Road
According to the public information of the recruitment website, as of the inquiry date, September 30, 2022, Tianfang Biao published accounting job recruitment information on the recruitment website. Its main responsibilities are to be responsible for the monthly and annual financial and state-owned assets report reporting, as well as the production of related transfer vouchers for subsidiary companies and online banking review of subsidiaries’ capital expenditures. The job information is updated on September 16, 2022.
It is worth noting that the above accounting positions work at Tianjin Knitting Technology Research Institute (formerly known as the Needle Research Institute).
Moreover, map information shows that the working location "Tianjin Knitting Technology Research Institute" is located at No. 25 Queqiao Road.
It should be noted that as of the query date, October 16, 2022, the status of the above-mentioned recruitment position has been changed to "This position has expired."
Not only that, the headquarters and laboratory of Tianfangbiao are also located at No. 25 Queqiao Road.
According to the prospectus, the website address of Tianfangbiao is "www.cnttts.com" (hereinafter referred to as "Tianfangbiao official website").
According to the information on Tianfangbiao’s official website, as of the query date October 16, 2022, the headquarters of Tianfangbiao is located at No. 25 Queqiao Road.
Similarly, Tianfangbiao's laboratory is located at No. 25 Queqiao Road.
According to the prospectus, as of September 30, 2022, Tianfangbiao is a state-owned holding testing technology service provider established by Tianfang Investment, and has two national laboratories: National Knitted Product Quality Supervision and Inspection Center and National Clothing Quality Supervision and Inspection Center (Tianjin).
, and, according to the public information on Tianfangbiao’s official website, as of the inquiry date, October 16, 2022, the National Knitting Product Quality Supervision and Inspection Center was located in Tianjin Knitting Technology Research Institute (the former name of the Needle Research Institute is located at No. 25 Queqiao Road). The information is published on April 15, 2022.
Not only that, Tianfangbiao once invested in the construction project at No. 25 Queqiao Road. Just 4 months after the project was completed and accepted, Tianfangbiao claimed that it had moved away from No. 25 Queqiao Road, which is puzzling.
1.4 In September 2020, Tianfangbiao's construction project investment of RMB 59.1 million at No. 25 Queqiao Road
According to the "Approval on the Environmental Impact Report Form for Tianfangbiao Testing and Certification Co., Ltd. Project" issued by the Nankai District Government of Tianjin, with the signing date dated January 9, 2020 ( Nankai Environmental Table License [2020] No. 001), the construction unit of "Tianfangbiao Testing and Certification Co., Ltd. Project" (hereinafter referred to as "Tianfangbiao Project") is Tianfangbiao. The project is located at No. 25, Queqiao Road, Nankai District, Tianjin, and rents the housing land for the Needle Research Institute. In addition, the Tianfang Biao project purchased 598 main inspection and analysis equipment, mainly providing product quality inspection and certification services, product quality commissioned inspection, online product quality inspection and other product quality inspections. The annual experimental sample inspection volume is 765,000 samples.
It should be noted that the Tianfangbiao project has not submitted the environmental impact assessment documents for the construction project in accordance with the law and started construction without authorization. On December 14, 2019, Tianfangbiao actively submitted an environmental impact report form.
According to the self-verification information of the Tianfang Biao project disclosed by Guangzhou Green Network Environmental Protection Service Center (hereinafter referred to as "Green Network"), the operating unit of the Tianfang Biao project is Tianfang Biao, and the construction location is No. 25, Queqiao Road, Nankai District, Tianjin, with a total investment of 59.1066 million yuan. The environmental impact assessment approval number is Nankai Huanbiao License [2020] No. 001.
Among them, the completion time of the project is June 1, 2020, the start time of the acceptance report disclosure is September 7, 2020, and the end time of the acceptance report disclosure is September 11, 2020.
In short, from 2019 to January 2021, Tianfang Biao rented a property from No. 25 Queqiao Road from the affiliated policy research institute, with an annual rental fee of more than one million yuan. Public information shows that Tianfangbiao invested 59.1066 million yuan to build the Tianfangbiao project at No. 25 Queqiao Road. The project was built without approval. In December 2019, Tianfangbiao submitted the environmental impact assessment application for the project. In September 2020, the Tianfang Biao project was completed and accepted. Bizarrely, the project acceptance was only four months ago. In February 2021, Tianfangbiao said that it had moved away from No. 25 Queqiao Road and terminated the relevant lease contract with the Needle Research Institute. However, as of April 2022, the work location of the accounting position recruited by Tianfangbiao is located at No. 25 Queqiao Road. Moreover, its headquarters and laboratory are located at No. 25 Queqiao Road.
At this point, Tianfang claimed that it had moved away from No. 25 Queqiao Road in February 2021. Is it suspected of false statements? Behind the information disclosure vision, is it necessary to erase the "traces" of its business confusion with its affiliates? Does the affiliated policy research institute bear the rental cost for Tianfangbiao? Questions are to be resolved.
2. The technical leaders of its laboratories are actually employees of related parties. The independence of personnel may be questioned.
. The independence of the proposed listed companies has always been the focus of review by regulatory agencies. As of this listing, Tianfangbiao is suspected of sharing personnel with related parties, and its personnel independence may be missing.
2.1 The National Knitted Product Quality Supervision and Inspection Center is a national laboratory, and the legal responsibility is Tianfangbiao
mentioned above. According to the prospectus, Tianfangbiao is a state-owned controlled testing technology service provider established by Tianfang Investment. It has two national laboratories: National Knitted Product Quality Supervision and Inspection Center and National Clothing Quality Supervision and Inspection Center (Tianjin).
According to the first round of inquiries, the National Knitted Product Quality Supervision and Inspection Center is a national quality inspection center, and it cannot be qualified as a person. The legal responsibility unit is Tianfangbiao.
At the same time, Tianfang Standard is two national-level Standard Committee Secretariat units.
2.2 Tianfangbiao stated that it undertakes the secretariat of two national standards committees
According to the first round of inquiries, the regulatory authorities required Tianfangbiao to explain the main criteria for customers in the testing industry to select qualified suppliers.
In this regard, Tianfangbiao stated that the main marks of customers in the testing industry to choose qualified suppliers include brand credibility and authority, accuracy of testing results, whether the testing service price is competitive, whether the testing results can be obtained quickly, whether they have strong service capabilities and service awareness, and whether the testing agency qualifications are comprehensive.
Among them, for "brand credibility and authority", Tianfangbiao stated that it undertakes the work of two national standard committee secretariats. One is the Knitted Products Branch of the National Textile Standardization Technical Committee, which is responsible for the formulation and revision of standards in all knitting industries nationwide, and the other is the Sports Clothing Branch of the National Sports Products Standardization Technical Committee, which is responsible for the formulation and revision of standards in all sports clothing industries nationwide. In addition, Tianfang Biaocheng has more than 130 national standards, industry standards interpretation rights, and official publicity rights in the knitting industry. At the same time, Tianfangbiao has the national testing service platform "National Knitted Product Quality Supervision and Inspection Center" and "National Clothing Quality Supervision and Inspection Center (Tianjin)". Therefore, Tianfangbiao has high credibility and authority in the industry, and is also an important factor for customers to consider when choosing it as a cooperative testing agency.
In addition, Liu Fengrong is one of the technical leaders of the National Knitted Product Quality Supervision and Inspection Center, and is the contact person of the above-mentioned Standard Committee Secretariat.
2.3 Liu Fengrong is the technical leader of the above-mentioned laboratory and is the contact person of the Secretariat of the Standards Committee
According to the information released by Tianfang Biao official website on April 15, 2022, the technical leaders of the National Knitted Product Quality Supervision and Inspection Center are Shan Xuelei, Zhou Xiuqin, Liu Fengrong, Xing Zhigui and Zhao Hui. Among them, Liu Fengrong is currently the director of the Technical Center of the National Inspection Center (i.e. the National Knitted Product Quality Supervision and Inspection Center), a member of the Knitted Products Branch and deputy secretary-general of the National Textile Standardization Technical Committee. He is also a member of the National Wool Textile Standardization Technical Committee, a member of the Sports Clothing Branch of the National Sports Products Standardization Technical Committee, and a member of the Basic Branch of the National Textile Standardization Technical Committee.
In addition, according to the public information released by Tianfangbiao official website on April 21, 2022, Liu Fengrong is the contact person of the Knitwear Branch of the National Textile Standardization Technical Committee and the Sports Clothing Branch of the National Sports Products Standardization Technical Committee.
According to the information released by the WeChat public platform of Tianfangbiao on November 12, 2021, Tianfangbiao chief engineer Shan Xuelei, Tianfangbiao consultants Li Wei, Xing Zhigui, Liu Fengrong, and relevant technical personnel held an exchange seminar on "Plant Dye Standard Reagents" in the conference room on the third floor of Tianfang Building.
In other words, Liu Fengrong is an employee of Tianfang Biao.
It is worth noting that Liu Fengrong may also work in the affiliated party's textile and clothing hospital.
2.4 Public information shows that Liu Fengrong’s work unit is the affiliated party Textile and Clothing Hospital
As can be seen from the previous article, Textile Group is the indirect controlling shareholder of Tianfang Biao.
According to the prospectus, since the Textile Group directly or indirectly controls the Textile and Clothing Hospital, Tianfangbiao listed the Textile and Clothing Hospital as an affiliated party.
According to the "Notice on the Publicity of the Renewal and Constituent Plan of the Fifth Knitted Sub-Technical Committee of the National Textile Standardization Technical Committee" issued by the National Professional Standardization Technical Committee on December 2, 2021, Liu Fengrong is appointed as a member of the National Textile Standardization Technical Committee and Deputy Secretary-General, and the Secretariat is undertaken by Tianfangbiao. Liu Fengrong’s work unit is the Textile and Clothing Academy.
According to the information released by the WeChat public platform whose account is Tianfangbiao on September 5, 2022, the National Standardization Management Committee issued Announcement No. 3 of 2022, approving the election of the Knitted Sub-Technical Committee of the National Textile Standardization Technical Committee, and announcing the composition plan of the fifth Knitted Sub-Technical Committee of the National Textile Standardization Technical Committee. Among them, Liu Fengrong is a member and deputy secretary-general, and his work unit is the Textile and Clothing Institute.
can be seen that Liu Fengrong is the member of the Knitwear Branch of the National Textile Standardization Technical Committee and the Deputy Secretary-General, and is the same as Liu Fengrong, a technical consultant of Tianfangbiao.
In other words, judging from the above-mentioned employment time and employment situation, Liu Fengrong, as the technical leader of the laboratory under Tianfang, may also work in the affiliated textile and clothing hospital. At this point, Tianfangbiao is suspected of sharing personnel with related parties. Can Tianfangbiao ensure its personnel independence? unknown.
3. Employees of related parties may have violated the regulations and "hidden name" to hold shares in Tianfang Biao. They will suddenly withdraw shares on the eve of listing. If you don't know, don't do it unless you do it. From December 2017 to January 2022, Liu Fengrong, an employee of the affiliated party's Textile and Clothing Institute, held the equity of Tianfangbiao on behalf of Tianfangbiao employees, and the acquired Stylus Stylus employee was fined for violating the rules. As state-owned enterprises, Liu Fengrong's holdings in Tianfangbiao may not comply with relevant regulations.
3.1 Textile and Clothing Hospital is an affiliate of Tianfangbiao and is also Liu Fengrong’s unit
mentioned above that as of December 2021, Liu Fengrong’s work unit was Textile and Clothing Hospital. The affiliated party of Tianfangbiao, a textile and clothing department.
According to the first round of inquiry responses, as of the date of signing the first round of inquiry responses, Textile Group was a wholly state-owned enterprise on July 28, 2022.
In addition, according to data from the Market Supervision and Administration Bureau, as of October 15, 2022, Textile Group is a wholly shareholder of the Textile and Clothing Institute, and there is no information on the change of equity.
It is worth noting that Liu Fengrong once held the equity of Tianfang target through proxy holding.
3.2 From December 2017 to January 2022, Liu Fengrong held the equity of Tianfang Biao through proxy holdings
According to the prospectus, on December 11, 2017, the second extraordinary general meeting of Tianfang Biao in 2017 reviewed and passed the "Tianfang Biao Core Employee Recognition Standards", "Tianfang Biao Core Employee Nomination List", and "Tianfang Biao Equity Incentive Plan". The number of shares issued to core employees this time shall not exceed 5 million shares, and the issuance price is 3.67 yuan per share, and shall be subscribed in cash by the issuing object. Shan Xuelei subscribed 300,000 shares this time, with a subscription amount of 1.101 million yuan. Among them, Shan Xuelei's former colleague Liu Fengrong held 100,000 shares, with a proxy amount of 367,000 yuan. After
, in order to terminate the shareholding relationship, Liu Fengrong and Shan Xuelei signed the "Shareholding Termination Agreement".
According to the prospectus, in January 2022, in order to terminate the shareholding relationship, the agent Liu Fengrong and the agent Shan Xuelei signed the "Shareholding Termination Agreement", which stipulated that Liu Fengrong would transfer the shares held on behalf to Shan Xuelei, and the transfer price was the sum of the original subscription price of the shares held on behalf and the interest generated during the period of holding on behalf of the shares. At the same time, Liu Fengrong voluntarily handed over the previous dividend funds obtained based on the stake in the period of holding the stake in the stake in the stake in the stake period to Dan Xuelei. On the day the "Shareholding Agency Termination Agreement" was signed, the acts of Shan Xuelei and Liu Fengrong's shares were terminated.
In other words, from December 2017 to January 2022, Liu Fengrong held a equity stake in Tianfangbiao, and the equity was held by Shan Xuelei. In addition, as shown in the previous article, as of December 2021, Liu Fengrong worked in the Textile and Clothing Academy. In other words, Liu Fengrong held equity in Tianfangbiao during his tenure at the Textile and Clothing Academy.
It is worth mentioning that Shan Xuelei "eat" warning letter for the above-mentioned shares holding violations.
According to the prospectus, on April 7, 2022, the National Equities Exchange and Quotation Company issued the "Decision on Taking Self-Discipline Supervision Measures against Xing Yunying, Shan Xuelei and Zhang Yijiao" (Stock Transfer Listing Company Management Letter No. [2022] 026). Due to the violation of equity holding regulations, the National Equities Exchange and Quotation Company took self-discipline supervision measures to issue warning letters against Xing Yunying, Shan Xuelei and Zhang Yijiao, and recorded them in the securities futures market integrity file.
It should be pointed out that Liu Fengrong, an employee of a state-owned enterprise, may also be in violation of regulations.
3.3 Relevant regulations point out that state-owned enterprise employees invest in related enterprises is strictly restricted
According to the "State-owned Assets Development Reform [2008] No. 139 - Opinions on Standardizing Stock Ownership and Investment of State-owned Enterprises" issued on October 8, 2008, affiliated enterprises refer to enterprises that have a relationship or business relationship with state-owned enterprises and have no state-owned shares. Strictly restrict the investment of employees of state-owned enterprises in related enterprises; employees are prohibited from investing in enterprises that provide fuel, raw materials, auxiliary materials, equipment and accessories to state-owned enterprises, and provide design, construction, maintenance, product sales, intermediary services or other businesses related to state-owned enterprises; employees are prohibited from investing in enterprises that operate similar businesses with state-owned enterprises.
So as an employee of a state-owned enterprise, is Liu Fengrong’s investment in Tianfangbiao suspected of violating the rules? Is Liu Fengrong’s sudden withdrawal of stocks in order to evade relevant regulatory requirements? Not yet known.
4. Claiming that the journal founded by the affiliated parties is a journal under its jurisdiction. Tianfangbiao is suspected of false propaganda. People do not establish themselves without trust, and their careers do not prosper without trust. This time, on the official website, recruitment platform and association website, Tianfangbiao's "borrow" related parties was "golding on his face", suspected of exaggerating publicity.
4.1 Tianfangbiao official website shows that its "Knitting Industry" and " Tianjin Textile Technology " are the most influential
According to the information of Tianfangbiao official website, as of the query date October 15, 2022, Tianfangbiao has built the most cutting-edge information exchange platform in the knitting industry, core journals "Knitting Industry" and "Sweater Zongheng".
, and, as of the query date, October 15, 2022, according to the information released by Tianfangbiao on the public recruitment platform, Tianfangbiao stated that its journals "Knitting Industry" and "Tianjin Textile Technology" are the most influential journals in the textile field, and listed the "Knitting Industry" in the compilation of "Chinese Core Journals Overview" as its achievements.
In addition, according to the information of the branch of the Import and Exit Inspection and Quarantine Association Import and Exit Inspection and Quarantine Association Import and Exit Inspection and Quarantine Association Import and Exit Inspection and Quarantine Association Import and Exit Inspection and Quarantine Association Import and Exit Inspection and Quarantine Association Member Information shows that the journals of "Knitting Industry" and "Tianjin Textile Technology" under Tianfangbiao are the most influential journals in the textile field.
In fact, "Knitting Industry" and "Tianjin Textile Technology" were founded by affiliated parties of Tianfangbiao, not for Tianfangbiao.
4.2 Textile engineering, Needle Research Institute, and Textile and Clothing Institute are all enterprises controlled by Tianfang Standard's controlling shareholder
mentioned above that according to the prospectus, the Needle Research Institute and Textile and Clothing Institute are affiliated parties to Tianfang Standard.
According to the prospectus, Tianjin Textile Engineering Research Institute Co., Ltd. (hereinafter referred to as "Textile Engineering") is an enterprise directly or indirectly controlled by Tianfang Binding's controlling shareholder. It was cancelled in December 2021 and was listed as a former affiliated party by Tianfang Binding.
4.3 "Knitting Industry" is sponsored by the Needle Research Institute and Textile Information, and "Tianjin Textile Technology" is sponsored by the Textile Engineering and Textile and Clothing Institute
According to public information, as of the inquiry date October 15, 2022, the supervisory unit of "Tianjin Textile Technology" is the Textile Group, and the organizer is the Textile Engineering and Clothing Institute.
According to the public information information, as of the query date October 15, 2022, the organizers of "Knitting Industry" are the Needle Research Institute and China Textile Information Center (hereinafter referred to as "Textile Information"). The Textile Information System is organized by the State-owned Assets Supervision and Administration Commission of the State Council, and its main business is to provide information services for the development of the textile industry.
According to the certification body, the WeChat public platform called "Knitting Industry", which relies on "Knitting Industry". "Knitting Industry" was founded in 1973 and is sponsored by Needle Research Institute and Textile Information.
In other words, Tianfangbiao promotes its journals "Knitting Industry" and "Tianjin Textile Technology" in its official website, which are the most influential in the knitting field. In fact, the above journals were founded by Tianfangbiao's affiliated policy research institute and textile information, textile engineering and textile clothing institute respectively, and were not founded by Tianfangbiao. That is, Tianfangbiao has included the above two journals under its jurisdiction. Will it "gold" the results of related parties? Is this move suspected of false propaganda? Or "put a question mark".
The melon field does not accept the footsteps, and the plum tree does not have the crown. After this listing, will Tianfangbiao’s independent performance pass the test of the capital market?
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