The hottest supplier pastes the label of real cont

2022-09-23
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Supplier pasted controller label Qisheng technology IPO in doubt

supplier pasted controller label Qisheng technology IPO in doubt

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original title: supplier pasted controller label Qisheng technology IPO in doubt

recently, Qisheng Technology Co., Ltd. (hereinafter referred to as "Qisheng technology") released its initial application feedback, and the company's IPO path has been further. However, the fact that Jiaxing Lihai Electric Technology Co., Ltd. (hereinafter referred to as "Lihai electric"), an important supplier of Qisheng technology, and Jiaxing Ruihai Machinery Technology Co., Ltd. (hereinafter referred to as "Ruihai machinery") have the label of tangguohai, the actual controller, makes the fairness of the related party transaction price between the company and important suppliers attract market attention. In addition, Qisheng technology acquired part of the equity of Jiaxing Yinuo Electronic Technology Co., Ltd. (hereinafter referred to as "Yinuo Electronics") in 2015, and then sold it to Lihai electric in a parity manner two years later. The reason and pricing basis need a reasonable explanation

the actual controller of the company once served as an important supplier

according to the prospectus, Tang Guohai, the actual controller of Qisheng technology, once served in Lihai electric, the company's largest supplier, and Ruihai machinery, another major supplier, is an enterprise controlled by Tang Guohai, the actual controller of the company, which also makes the important suppliers of Qisheng technology labeled as actual controllers

specifically, in, Lihai electric ranked as the largest supplier of Qisheng technology. Among them, the purchase amount of Qisheng technology from Lihai electric in 2015 was about 106 million yuan, accounting for 24.32% of the total purchase amount in the same period. By 2017, the purchase amount of Qisheng technology from Lihai electric rose to 231 million yuan, accounting for 29.67% of the total purchase amount in the same period. According to the prospectus, Qisheng technology purchased linear drives, main control boxes, remote controls and other electrical accessories from Lihai electric

it is not difficult to see that the purchase amount of Qisheng technology for Lihai Electric is not small. Lihai Electric is actually a related party of Qisheng technology. According to the data, Lihai Electric is an enterprise in which Li long, the spouse of Cai Jun, the former supervisor of Qisheng technology and the supervisor of Jiaxing Zhihai Investment Management Co., Ltd., the controlling shareholder of Qisheng technology, serves as a director and senior executive. In addition, before September 2015, tangguohai, the actual controller of Qisheng technology, also served as the vice chairman of Lihai electric

in addition to purchasing raw materials from Lihai electric, Beijing Business Daily found that Qisheng technology also sold goods to Lihai electric. According to the prospectus, in, Qisheng technology sold goods to Lihai electric for 736100 yuan, 1793700 yuan and 1154000 yuan respectively, mainly including built-in handle switches

the relationship between Lihai electric, the largest supplier, and Qisheng technology has become one of the focuses of the CSRC. In the initial feedback, the CSRC asked Qisheng technology to explain its relationship with Lihai electric, the largest supplier. In addition to Li long, the spouse of Caijun, the former supervisor of the company, as a director and senior manager, the reason why the chairman of the company (tangguohai) once served as the vice chairman of Lihai Electric is whether there is an equity relationship. In addition, the CSRC also required Qisheng technology recommendation agencies and accountants to conduct detailed verification on the authenticity, integrity and accuracy of procurement

in reply to the interview letter of Beijing business daily, on the issue of enhancing the core competitiveness of enterprises related to the related transactions of Lihai electric, Qisheng technology said that "after comprehensively considering the product quality, supply capacity, brand reputation, market price and other factors of Lihai electric, the two parties determine the transaction price based on independent commercial negotiations. The background of the transaction is true, the price is fair and reasonable, and there is no situation of falsely increasing the company's profits or damaging the company's interests through related party transactions"

in fact, it is not only the first largest supplier of Qisheng technology that once had a relationship with the actual controller of the company, but also Ruihai machinery, the second largest supplier of Qisheng technology in 2015 and 2016, is an enterprise controlled by tangguohai, the actual controller of the company. According to the prospectus, in 2015 and 2016, the second largest supplier of Qisheng technology was Ruihai machinery. Ruihai machinery is an enterprise 100% controlled by tangguohai, the actual controller of Qisheng technology. It is understood that during the reporting period, Qisheng technology mainly purchased electric beds from Ruihai machinery and entrusted Ruihai machinery to process some mattress cores

in order to regulate and reduce related party transactions, Qisheng technology has stopped purchasing goods or services from Ruihai machinery since February 2017, but this related party transaction is still the focus of the CSRC. In the initial feedback, the CSRC asked Qisheng technology to explain the rationality and necessity of related party transactions between the company and Lihai electric and Ruihai machinery, whether the price of related party transactions is fair, and whether there is benefit transfer to the company

the transfer of Yinuo electronics at parity attracted attention.

in addition to business contacts with Lihai electric, Qisheng technology also has "implications" in capital operation. In July 2017, Qisheng technology transferred 60% equity of Yinuo electronics to Lihai electric at the purchase price parity. At that time, it was only two years since Qisheng technology obtained 60% equity of Yinuo electronics

Qisheng technology's acquisition of 60% equity of Yinuo electronics dates back to June 2015. At that time, Qisheng technology transferred 30% of the shares of Yinuo electronics from Fu Wei for 3million yuan, and obtained 30% of the shares of Yinuo electronics from Shen Qingzhu at the same price. According to the data, Yinuo Electronics' business scope covers the R & D, manufacturing and processing of electronic components, drive controllers, electric drives and power adapters, as well as the sales of open-loop control systems. It was established in July 2009 with a registered capital of 1million yuan. Qisheng technology is mainly engaged in smart electricity. Domestic cathode material enterprises are actively planning the R & D, design, production and sales of high nickel 3-yuan material movable beds and supporting products. The main products are smart electric beds, mattresses, accessories and others. Referring to the purpose of this acquisition, Qisheng technology said that linear drives and related accessories are important components required for the production of intelligent electric beds. The above acquisition is for independent research and development and production of linear drives and related accessories

however, two years after the acquisition, the original idea of Qisheng technology changed. In order to focus on the development of its main business, Qisheng technology separated Yinuo electronics from the main body. In July 2017, Qisheng technology transferred 60% of the equity of Yinuo electronics to the related party Lihai electric. Since then, Yinuo electronic handled the shareholder change registration procedures on July 7, 2017, and Qisheng technology no longer holds the equity of Yinuo electronic, which is 100% owned by Lihai electric. It is worth mentioning that the equity transfer price of Qisheng technology has not changed compared with the purchase price two years ago. Qisheng technology still transferred the equity of Yinuo electronics held by the company at a parity of 6million yuan

according to the prospectus disclosed by the molding characteristics of Qisheng technology, in the description of the change in the consolidation scope in the reporting period, Qisheng technology once introduced that the net profit of Yinuo electronics from the purchase date (June 30, 2015) to the end of the current period was -904200 yuan. However, Beijing business daily did not find relevant data on the performance of Yinuo electronics in 2015 and 2016 after inquiring the prospectus

according to Xu Xiaoheng, a senior investment and financing expert, based on the fact that Qisheng technology acquired 60% of the equity of Yinuo electronics in June 2015 and made a parity transfer in July 2017, the basis for the pricing of the two transactions and whether there was interest transfer inevitably raise doubts in the market. In this regard, the CSRC also paid attention to it in the initial feedback. The CSRC asked Qisheng technology to explain the reasons for the above equity transfer and the basis and rationality of the two pricing. In response to the interview letter of Beijing business daily, Qisheng technology said that "in order to focus on the development of the company's main business, the company transferred 60% of the equity of Yinuo electronics. The transfer price of the company is fair and reasonable"

asset "addition and subtraction method" before breaking through the barrier

before stripping ion company Yinuo electronics, Qisheng technology also carried out a series of asset acquisitions and equity transfers in May and July 2016

among them, Qisheng technology divested Jiaxing Xiuzhou Private Financing Service Center Co., Ltd. (hereinafter referred to as "Xiuzhou Minrong") in May 2016. According to the prospectus of Qisheng technology, the business scope of Xiuzhou Minrong includes the registration and release of private capital demand information, and the organization of matchmaking, docking, lending activities between the supply and demand sides of private capital. The company was founded in December 2015 with a registered capital of 100million yuan. Qisheng technology subscribed and invested 60million yuan to obtain 60% of the registered capital. Financial data show that Xiuzhou Minrong achieved a net profit of about 4.4443 million yuan in 2017

in order to focus on the development of the company's main business, Qisheng technology transferred 60% of the equity of Xiuzhou Minrong to Ruihai machinery, which is 100% owned by the company's actual controller, at a price of 60million yuan in May 2016. In 2016, the consolidated financial statements of Qisheng technology confirmed that the long-term equity investment generated an investment income of 475800 yuan

in addition to the "subtraction" of assets, Qisheng technology also made the "addition" of assets. In July 2016, in order to meet the development needs of the company's domestic market brand, further explore the domestic market and expand the company's business scope, Qisheng technology purchased 66.67% of the equity of Zhejiang Sofitel home furnishing Co., Ltd. (hereinafter referred to as "Sofitel") jointly held by Wu Tao, tangguohai, Fu Wei and others. After the equity transfer, Sofitel became a wholly-owned subsidiary of Qisheng technology. It is understood that as of December 31, 2015, the value of all shareholders' equity of Sofitel evaluated by the income method was 100000 yuan. Compared with the book owner's equity of -9.89 million yuan, the evaluation added 9.99 million yuan, and the evaluation appreciation rate was 101.01%. The purchase price was adjusted and determined according to the evaluation value. According to the financial data, the net profit of Sofitel in 2017 was about 9.81 million yuan

while acquiring Sofitel, in order to solve horizontal competition and business integration, Qisheng technology also merged enterprises under the same control of the actual controller in July 2016 and acquired 100% equity of Jiaxing Wesco sponge Co., Ltd. (hereinafter referred to as "Wesco"). Wesco's business scope includes the R & D, production and sales of sponges, spongy mattresses and other spongy household products. It should be noted that the data shows that the net profit of Wesco in 2015 was 3.14 million yuan. However, the latest financial data show that Wesco's net profit in 2017 was -2.1342 million yuan

the above acquisition and transfer of equity also attracted the attention of the CSRC. Among them, in the initial feedback, the CSRC asked the company to supplement the specific reasons for the transfer of Xiuzhou Minrong in May 2016, the pricing basis and rationality of the transfer, and whether there were major violations of laws and regulations before the transfer of Xiuzhou Minrong

Beijing business daily Dong Liang, Gao Ping/Wen gaolei/tabulation

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