"Jin Zhengyan" Northern Capital Center Yi An/ Author Bai Qi Yingwei / Risk Control
On January 7, 2022, the Securities Association announced the list of the first batch of information disclosure quality spot checks of first-listed enterprises in 2022, and 9 companies were "on the list". Four of them terminated the listing process. In fact, under the momentum of strict and rapid investigation and punishment of fraudulent issuances in accordance with the law, the supervision of information disclosure of listed companies by the regulatory authorities has also been increasingly strengthened. Heyuan Biotechnology (Shanghai) Co., Ltd. (hereinafter referred to as "Heyuan Biotech"), which focuses on the field of gene therapy, may also fall into doubt about its listing.
Looking at it, Xu Luyuan, the financial person in charge, secretary of the board of directors and vice president of Heyuan Bio, resigned from his old owner as the head of finance and joined Yuan Bio before the time when the board of directors of his old owner deliberated and approved. At the same time as the letter is contradictory, Xu Luyuan may still be serving in the old owner and his three subsidiaries, and the prospectus does not mention anything about it, which is puzzling. On the other hand, independent director Song Zhengqi has "worked together" with the handling lawyer hired in this listing; independent director Wang Gang, who is a deputy general manager of another shareholding company held by heyuan Biotech, can he ensure the independence of performing his duties? It is worth noting that the lessor of Heyuan Bio also has new customers for it, and heyuan Biotech used to work for the same enterprise as the indirect shareholder of the customer, and there may be an "acquaintance" relationship behind the contract amount of 10 million yuan.
First, the resignation of the secretary of the board of directors as the former head of the owner's finance is contradictory, and many part-time jobs or hidden are suspected of selective disclosure
Listed companies are the cornerstone of the development of the capital market, and the importance of the quality of information disclosure to investors is self-evident. And the senior management of Heyuan Bio is full of doubts.
Among them, Xu Luyuan, deputy general manager, financial person in charge and secretary of the board of directors of Heyuan Biotech, has a resume, and the information disclosed by his unit is contradictory.
According to the prospectus signed by Heyuan Biotech on March 3, 2022 (hereinafter referred to as the "Prospectus"), since December 2016, Xu Luyuan has served as the deputy general manager, financial officer and secretary of the board of directors of Heyuan Biotech.
According to Xu Luyuan's past resume, from May 2009 to October 2016, he successively served as the director, financial director and secretary of the board of directors of Shanghai Jielong Biological Products Co., Ltd. (hereinafter referred to as "Jielong Biological"), and from October 2016 to December 2016, he served as the financial director of Heyuan Biologics.
According to the "Announcement on changes in senior management of Jielong Biologics" signed by Jielong Bio on November 29, 2016, the eleventh meeting of the second board of directors of Jielong Biotech was deliberated and approved on November 28, 2016, and Xu Luyuan applied to resign as the financial head of Jielong Biotech and retain his director position due to work changes.
It can be seen that the time when Jielong Bio disclosed that Xu Luyuan officially resigned as the financial head of Jielong Bio was November 2016, which is inconsistent with the time when Heyuan Bio's prospectus disclosed that Xu Luyuan left Jielong Biotech. In other words, in October 2016, Xu Luyuan, the financial leader who has not officially left Jielong Bio, or Yu Heyuan Bio has served as the financial director.
It is worth noting that xu Luyuan resigned as the head of finance of Jielong Biotech, and Shang served as a director of Jerlong Biotech.
According to the 2016 annual report of Jielong Bio's corrected version, at the beginning of 2016, Xu Luyuan's position was director and financial director; at the end of 2016, his position was director, and the reason for the change was resignation for personal reasons. At the same time, Xu Luyuan served as a director of Jielong Biotech for a term from April 29, 2014 to April 28, 2017.
According to the corrected version of Jielong Bio's 2017 annual report, Xu Luyuan served as a director of Jielong Biotech for a term from April 30, 2017 to April 29, 2018.
According to the data of the Market Supervision Administration, Jielong Bio was established on July 21, 2005. As of The inquiry date of March 7, 2022, Xu Luyuan still served as a director of Jielong Biotech.
According to the prospectus, Shanghai Acura Investment Management Center (Limited Partnership) (hereinafter referred to as "Shanghai Acura"), established on October 13, 2015, is an employee shareholding platform of Heyuan Biotech, and as of March 3, 2022, it holds 1.6% of the shares of Heyuan Biotech. As of March 3, 2022, the date of signing of the prospectus, Xu Luyuan, who is the deputy general manager, financial officer and secretary of the board of directors of Heyuan Biotech, holds 25.56% of the equity of Shanghai Acura.
According to the prospectus, Shanghai Acura Enterprise Management Consulting Center (Limited Partnership) (hereinafter referred to as "Shanghai Acura") is also an employee shareholding platform of Heyuan Biotech. As of March 3, 2022, the date of signing of the prospectus, Shanghai Acura held 1.06% of the equity of Heyuan Biotech, and the partners were Xu Luyuan, the financial director of Heyuan Biotech, and Jia Guodong, director and general manager of Heyuan Biotech, respectively, with a capital contribution ratio of 50%.
That is to say, Xu Luyuan, who serves as a director in Jielong Biologics, and Xu Luyuan, who has shares in Shanghai Acura and Shanghai Acura, an employee shareholding platform of Heyuan Biologics, is the same person.
In addition, regarding the appointment of Xu Luyuan, an executive of Heyuan Biology, the prospectus may stage a "half-face makeup" letter.
According to the data of the Market Supervision Administration, Shangqiu Jielong Biotechnology Co., Ltd. (hereinafter referred to as "Shangqiu Jielong") is a wholly-owned subsidiary of Jielong Biotechnology, which was established on July 25, 2008. As of the inquiry date of March 7, 2022, shangqiu jielong's supervisor is Xu Luyuan. On October 23, 2018, the director and supervisor of Shangqiu Jielong changed from Ren Hongwei and "Xu Luyuan" to Yi Shunfu and "Xu Luyuan", and there were no other changes in directors and supervisors before and after the change.
According to the data of Tianyancha, as of March 7, 2022, the supervisor of Shangqiu Jielong, "Xu Luyuan", also held shares in Shanghai Acura.
According to the Data Of The Market Supervision Administration, Tianjin Jielong Biological Products Co., Ltd. (hereinafter referred to as "Tianjin Jielong") is a wholly-owned subsidiary of Jielong Biologics, which was established on October 27, 2010. As of March 7, 2022, the inquiry date, "Xu Luyuan" is a supervisor of Tianjin Jielong, and the record of senior management of Tianjin Jielong has not changed since its inception.
According to tianyancha data, Tianjin Jielong supervisor "Xu Luyuan", the shareholding enterprises also include Shanghai Acura.
According to the Market Supervision Administration, Chongqing Jielong Biological Products Co., Ltd. (hereinafter referred to as "Chongqing Jielong") is a wholly-owned subsidiary of Jielong Biologics, which was established on November 4, 2010. As of March 7, 2022, Xu Luyuan was a supervisor of Chongqing Jielong. Chongqing Jielong's senior management record has been changed twice, but none of them involve Xu Luyuan.
According to the data of Tianyancha, Chongqing Jielong supervisor "Xu Luyuan", the shareholding enterprises also include Shanghai Acura.
That is, according to the data of the Market Supervision Administration and Tianyancha, "Xu Luyuan", who is a supervisor in Shangqiu Jielong, Tianjin Jielong and Chongqing Jielong, and Xu Luyuan, financial director of Heyuan Biologics, and Xu Luyuan, shareholder of Shanghai Acura, may be the same person.
According to the prospectus, as of March 3, 2022, the date of signing of the prospectus, Xu Luyuan, deputy general manager, financial director and secretary of the board of directors of Heyuan Biotech, is only a part-time unit of Shanghai Acura, and he is the executive partner.
That is to say, according to the data of the Market Supervision Administration and Tianyancha, Xu Luyuan, deputy general manager, financial person in charge and secretary of the board of directors, or a director of Jielong Bio, or also serves as a supervisor in Shangqiu Jielong, Tianjin Jielong and Chongqing Jielong respectively. For the above-mentioned situation of Xu Luyuan's employment in Jielong Bio and its subsidiaries, heyuan Bio's prospectus was "not found" and was suspected of selective disclosure.
And there is more than one cloud of doubt.
According to the prospectus, in the letters of other related parties, from March 2017 to August 2021, Xia Lei served as the chairman of the supervisory board of Heyuan Biotech. In addition, Xia Lei, former supervisor of Heyuan Biotech, serves as a director of Shanghai Shijie Optoelectronics Technology Co., Ltd. (hereinafter referred to as "Shanghai Shijie"), Yishijie (Shanghai) Medical Technology Co., Ltd. (hereinafter referred to as "Yishijie"), and Shanghai Taresha Biotechnology Co., Ltd. (hereinafter referred to as "Taresha Biotech").
According to the Data Of The Market Supervision Administration, Shanghai Zhangjiang Translational Medicine R&D Center Co., Ltd. (hereinafter referred to as "Shanghai Zhangjiang Medicine") was established on April 15, 2011. On September 14, 2017, Shanghai Zhangjiang Medical changed its director filing information, and "Xia Lei" became a director of Shanghai Zhangjiang Medicine. Subsequently, as of March 7, 2022, Shanghai Zhangjiang Medical has no information on the filing of changes in directors.
According to the data of Tianyancha, the director of Shanghai Zhangjiang Medical, "Xia Lei", also works for the company Shanghai Shijie, Yishijie, and Taresha Biology.
It can be seen that "Xia Lei", who is a director of Shanghai Zhangjiang Medical, has the same name as Xia Lei, the former supervisor of Heyuan Biologics, and whether the two are the same person? If it is the same person, why does the prospectus not disclose the position of former supervisor Xia Lei in Shanghai Zhangjiang Medicine, and why does Shanghai Zhangjiang Medicine not be listed as another related party? Puzzling.
From the above situation, it can be seen that with regard to the resume and part-time employment of Xu Luyuan, deputy general manager, secretary of the board of directors and head of finance of Heyuan Biologics, the prospectus discloses that Xu Luyuan no longer serves in Jielong Bio in October 2016, and Jielong Bio discloses that Xu Luyuan resigned as the head of finance in November 2016. Or did Xu Luyuan's actual departure time predate the resolution time of the board of directors of Jielong Biologics? It is not yet known.
Moreover, the announcement of the Municipal Supervision Bureau and Jielong Biology shows that Xu Luyuan has not resigned as a director of Jielong Biology so far or has not resigned, but the prospectus says that he is no longer in Jielong Biologics. In addition to or still working for Jielong Biologics, Xu Luyuan may also serve as a supervisor in three subsidiaries of Jielong Biologics, and the prospectus does not disclose this, is it suspected of selective disclosure? In addition, the former supervisor of Heyuan Bio and the director of Shanghai Zhangjiang Medical are now the same name, or the same person, and the disclosure of this situation in the prospectus has not been traced. The quality of the letter of the Meta Creature may be tortured again.
2. The handling lawyer has "worked together" with the independent director, and the independent director Wang Gang concurrently serves as the vice president of the enterprise holding another shareholder or it is difficult for him to perform his duties independently
It should be pointed out that independent directors should perform their duties independently and are not affected by the major shareholders, actual controllers, or other units or individuals with an interest in the listed company. An independent director of Heyuan Bio has "worked together" with the handling lawyer, and an independent director has served as a vice president of a shareholder-owned enterprise.
It should be noted that the lawyer handling the listing of Heyuan Biotech has "worked together" with its independent directors.
According to the prospectus, since December 2020, Song Zhengqi has been an independent director of Heyuan Biotech. According to Song Zhengqi's past resume, from January 2008 to September 2012, Song Zhengqi successively served as a lawyer and partner of Shanghai Jinmao Kaide Law Firm (hereinafter referred to as "Jinmao Kaide Law Firm").
According to the prospectus, the law firm hired by Heyuan Biotech for this listing is Shanghai Jinmao Law Firm (hereinafter referred to as "Shanghai Jinmao Law Firm"), and its lawyers are Ren Zhen, Mao Lijing and Zhang Hao.
According to the data of the Shanghai Lawyers Association, as of March 7, 2022, Ren Zhen, who is a partner at Shanghai Jinmao Law Firm, has a practice history that in March 2011, Ren Zhen obtained legal qualifications; from June 2011 to March 2015, Ren Zhen practiced at Jinmao Kaide; and since March 2015, Ren Zhen has been a partner of Shanghai Jinmao Law Firm.
According to the research of the Northern Capital Center of JinzhengYan, from June 2011 to September 2012, Song Zhengqi, an independent director of Heyuan Biologics, and Ren Zhen, the handling lawyer of the law firm hired by Heyuan Biologics, were both practicing at Jinmao Kaide, and the two may be "old colleagues".
In addition, Wang Gang, the independent director of Heyuan Biologics, or Yu Heyuan Biological's second largest shareholder holding enterprise, serves as deputy general manager.
According to the prospectus, as of March 3, 2022, the date of signing of the prospectus, and since December 2020, Wang Gang has served as an independent director of Heyuan Biotech. Wang Gang's resume shows that since August 2019, Wang Gang has served as the deputy general manager of Shanghai Junshi Biomedical Technology Co., Ltd. (hereinafter referred to as "Junshi Biotech").
According to the Prospectus, as of March 3, 2022, the date of signing of the Prospectus, Shanghai Tanying Investment Partnership (Limited Partnership) (hereinafter referred to as "Shanghai Tanying") held 6.86% of the shares of Heyuan Biotech, and the partners of Shanghai Tanying were Shanghai Lejin Investment Partnership (Limited Partnership) (hereinafter referred to as "Lejin Investment") and Shanghai Zhengxin Valley Investment Management Co., Ltd. (hereinafter referred to as "Shanghai Zhengxin Valley").
According to the prospectus, before the offering, Shanghai Tanying was the second largest shareholder of Heyuan Biotech.
According to the "Third Quarter Report 2021" released by Junshi Bio on October 30, 2021, as of September 30, 2021, Shanghai Tanying held 8.41% of the shares of Junshi Biotech, making it the third largest shareholder.
According to public information, as of March 7, 2022, Shanghai Tanying held 8.41% of the shares of Junshi Biotech.
It is important to note that independent directors need to remain objective and not be influenced by the listed company they are hired and its major shareholders.
According to CSRC Document [2001] No. 102, an independent director is a director who does not hold other positions in the company other than a director, and who has no relationship with the listed company and its major shareholders who may hinder his or her independent and objective judgment; has the obligation of good faith and diligence to the listed company and all shareholders; and independent directors shall perform their duties independently and are not affected by the major shareholders, actual controllers, or other units or individuals with an interest in the listed company.
That is, Wang Gang, an independent director of Heyuan Biologics, is also the deputy general manager of Junshi Biologics, which is also the second largest shareholder of Heyuan Biologics, Shanghai Tanying.
It is not difficult to see that Shanghai Tanying, the second largest shareholder of Heyuan Biologics, is also one of the shareholders of Junshi Biologics, and Wang Gang, the independent director of Heyuan Biologics, also serves as deputy general manager of Junshi Biologics. In this regard, can Wang Gang, the independent director of Heyuan Biological, maintain his independence? It's still unknown.
It should be pointed out that there is an "acquaintance" relationship behind the new customers of Meta Bio.
3. Former supervisors or indirect shareholders of new customers serve in the same enterprise, with a contract of more than 10 million yuan or an "acquaintance" relationship
During the reporting period, Heyuan Biotech used to be a supervisor and an indirect shareholder of the customer, or worked in the same enterprise, and Heyuan Bio signed a sales contract with the customer of more than 10 million yuan.
According to the Prospectus, as of March 3, 2022, the date of signing of the Prospectus, Heyuan Bio, as the lessee, leased its house on the 1-3rd floor of No. 41, Lane 100, Banxia Road, Pudong New Area, Shanghai, with a lease area of 1,242.34 square meters, and the lease term was from June 2021 to May 2023, with a rent of "3.2 yuan per building square meter per day and 10% per two years (of which the tax rate is 5% VAT), the specific contract shall prevail".
According to the research of the Northern Capital Center of JinzhengYan, according to the lease disclosed by Heyuan Bio, Heyuan Bio may pay at least 1.4511 million yuan in rent to Rongrui Pharmaceutical every year.
In addition, Rongrui Pharmaceutical is also a customer of Heyuan Biotech who is fulfilling major contracts.
According to the prospectus, during the reporting period, Heyuan Bio is performing sales contracts with transaction amounts of more than 15 million yuan, including the provision of large-scale production of viruses and clinical declaration of new drugs (IND) for Rongrui Pharmaceutical, and its contract period is from December 22, 2020 to December 21, 2022.
According to the Reply to the Reply to the Opinion Implementation Letter of the Review Center on the Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board Application Documents signed by Heyuan Bio on October 27, 2021, as of August 20, 2021, the contract amount of Heyuan Bio's oncolytic virus project reached 220 million yuan, and its main customers include Rongrui Pharmaceutical. At the same time, Rongrui Pharmaceutical is a new INC-CMC customer of Heyuan Biotech.
In fact, the relationship between Rongrui Pharmaceutical and Heyuan Bio may be "very much".
According to the prospectus, from March 2017 to August 2021, Xia Lei was the chairman of the supervisory board of Heyuan Biotech. In addition, Xia Lei also serves as a director of OneVIEW.
According to the data of the Market Supervision Administration, OneVIEW was established on February 26, 2019, and its business scope is mainly in the fields of medical technology and optoelectronic technology. On December 12, 2019, Ichishijie changed the director for the record, and the directors were changed to Xia Lei, Kuang Jin and Chen Yongrui. Since then, as of March 7, 2021, the inquiry date, there is no record of the change of director Xia Lei of One VISION. That is, since December 12, 2019, Xia Lei has served as a director of OneVIEW.
It is worth noting that the indirect shareholder of Rongrui Pharmaceutical serves as a supervisor in OneVIEW.
According to the data of the Market Supervision administration, on November 23, 2020, OneVision changed the supervisor filing and added Yuan Yubing, a supervisor. Since then, as of March 7, 2021, the inquiry date, There is no record of changes in supervisors. That is, since November 23, 2020, Yuan Yubing has assumed the position of One Vision.
According to the data of the Market Supervision administration, Shanghai Miao Qu Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Qu Quinoa Consulting") was established on June 2, 2021, and its business scope is mainly enterprise management consulting. As at the inquiry date of 7 March 2022, "Yuan Yubing" was one of the natural person shareholders of Miao Quinoa Consulting.
According to tianyancha data, as of March 7, 2022, the enterprises held by Yuan Yubing, supervisor of One Vision, also included Miao Quinoa Consulting, with a shareholding ratio of 98%.
Does this mean that "Yuan Yubing", a shareholder of Quinoa Consulting, may be the same person as Yuan Yubing, a supervisor of Yishijie.
According to the data of the Market Supervision Administration, Rongrui Pharmaceutical was established on April 2, 2020, and its business scope is mainly technology development, technical consultation, technical services, technology transfer and so on in the fields of medical science and biotechnology. Effective September 22, 2021, Miao Quinoa Consulting is one of the shareholders of Rongrui Pharmaceutical. As of March 7, 2022, the inquiry date, Miao Qu Consulting held 8.15% of the equity of Rongrui Pharmaceutical, and there has been no change information from other investors since then.
All in all, Rongrui Pharmaceutical, a customer and lessor of Heyuan Biologics, signed a contract of more than 10 million yuan with Heyuan Biologics. Yuan Yubing, an indirect shareholder of Rongrui Pharmaceutical, and Xia Lei, the former chairman of the supervisory board of Heyuan Biotech, serve as supervisors and directors of the same enterprise, respectively. This means that behind the tens of millions of yuan contract signed by Heyuan Bio and Rongrui Pharmaceutical, or the current "acquaintance relationship network".
At this point, can Heyuan Bio usher in the "applause" of the capital market? Wait for time to give the answer.