Source: Yicaixin
Author: Tong Muyao
On December 29, 2023, Guangzhou Sanjing Electric Co., Ltd. (hereinafter referred to as Sanjing), which focuses on the field of distributed photovoltaic power generation, submitted an application for registration of its IPO on the main board of the Shanghai Stock Exchange, and there has been no update on its IPO since then. In this IPO, the intermediaries hired by Sanjing are Minsheng Securities and Lixin.
Sanjing's main business is the R&D, design, production and sales of photovoltaic grid-connected inverters, energy storage inverters and systems, and motor drive and control products, among which photovoltaic grid-connected inverters are used in household and industrial and commercial distributed photovoltaic power generation scenarios, energy storage inverters and systems are used in household photovoltaic energy storage scenarios, and motor drive and control products are used in industrial automation and smart home fields.
The actual controller made a mistake and made a joke
The predecessor of Sanjing Co., Ltd. was established in September 2005, and ten years later, a joint-stock company was established, namely Sanjing Co., Ltd. In April of the following year, Sanjing shares were listed on the New Third Board and delisted in April 2018.
During the listing period of the New Third Board, Sanjing Co., Ltd. failed to prepare and disclose the annual report within four months from the end of the 2016 fiscal year, which constituted an information disclosure violation, and the National Equities Exchange and Quotations Co., Ltd. took self-regulatory measures of issuing a warning letter to Sanjing Co., Ltd. and Chairman Lu Xueming and Secretary of the Board of Directors Chen Shuoru (formerly known as Chen Jianping).
In addition, during the listing of the New Third Board, due to the operation mistake of the actual controller Lu Xueming in an equity incentive, part of the shares originally used to motivate employees were transferred to external investors at the employee price.
According to the updated prospectus submitted by Sanjing to the China Securities Regulatory Commission in February 2023 (hereinafter referred to as the "February 2023 prospectus"), in March 2017, the company held the first extraordinary general meeting of shareholders in 2017 to deliberate and pass the "Proposal on the Equity Incentive Plan of Guangzhou Sanjing Electric Co., Ltd." , agreed to the implementation of the equity incentive plan of Sanjing Co., Ltd., and the establishment of an employee shareholding platform, Guangzhou Jinghui Co-creation Investment Consulting Partnership (Limited Partnership) (hereinafter referred to as "Jinghui Co-creation"), the shares of the shareholding platform were transferred from the original stock of Sanjing Co., Ltd., and the incentive object indirectly held the company's shares through Jinghui Co-creation.
However, when Lu Xueming transferred the company's shares held by him to Jinghui Co-creation as incentive shares through the share transfer system, because he was not familiar with the operation of the agreement transfer platform of the share transfer system, he submitted a transfer application without entering the agreement transfer number, and the system automatically generated a transfer transaction, and the subsequent application for cancellation of the order was invalid. Due to an operational error, Lu Xueming transferred his 222,000 shares of Sanjing shares to Ji Haoran, Chen Liuhua, Liang Ximei and Chen Qiyuan, investors of the New Third Board, at a transfer price of 2.38 yuan per share.
New Third Board investors Chen Liuhua, Liang Ximei, Chen Qiyuan, Ji Haoran received Sanjing shares in the same month and the next month to reduce their holdings of the company's shares, except for Ji Haoran, the remaining three people withdrew.
According to the February 2023 version of the prospectus, Chen Liuhua, Liang Ximei, and Chen Qiyuan directly benefited 88,100 yuan, 14,280 yuan, and 2,380 yuan, with a yield of 246.78%, 100.00%, and 100.00%, and the yield of Ji Haoran, who transferred a small amount of equity, reached 416.65%.
The Shanghai Stock Exchange inquired about the identities of the four NEEQ investors and whether the share transfer had an interest relationship with Sanjing's customers and suppliers, and Sanjing said in the reply to the inquiry that the relevant equity transferee is optimistic about the photovoltaic industry and has been paying attention to the market of Sanjing.
Revenue data analysis is contradictory
In the process of research, Yicaixin also found that Sanjing Co., Ltd. had a contradictory situation when analyzing the data of its main business income.
On page 217 of the prospectus, it is disclosed that "during the reporting period (referring to the first half of 2020 to the first half of 2023, the same below), the company's main business income is classified by region", mentioning that the domestic market of Sanjing Co., Ltd. is divided into East China, South China, North China, Central China, Southwest China and other places, with total sales in the domestic market of 223.0456 million yuan, 227.0986 million yuan, 172.6682 million yuan and 112.071 million yuan respectively.
On pages 218 to 221 of the registration draft, when disclosing the "composition of the company's main business income according to the main sales country and product type", Sanjing's main business income in China was 223.1102 million yuan, 227.1297 million yuan, 173.3468 million yuan and 112.0704 million yuan respectively.
At the same time, on page 217 of the registration draft, it is noted at the bottom of the table "Classification of the Company's main business income by region during the reporting period" that RisingInternational Investment Holdings Limited purchased Sanjing's products and resold them to Besway AB, and the two are enterprises controlled by the same actual controller, and the corresponding sales revenue will be adjusted from the overseas market Asia region to the overseas market Europe region. On page 221 of the registration draft, it is noted at the bottom of the table "Composition of the Company's main business income according to the main sales country and product type" that Rising International Investment Holdings Limited mainly resold the products of Sanjing to Besway AB after purchasing the products of Sanjing Co., Ltd., and the two are enterprises controlled by the same actual controller, and the corresponding sales revenue area was adjusted from Hong Kong, China to Sweden.
As can be seen from the adjustment of the sales revenue of Sanjing's resale to Rising International Investment Holdings Limited to Besway AB, the data should be divided according to the Hong Kong region where Rising International Investment Holdings Limited is registered (place of business). Obviously, on page 217, the domestic market is divided into regions that only include the mainland, while on page 221, when disclosing sales data by country, the Chinese market includes the mainland, Hong Kong, Macao and Taiwan. Therefore, it is understandable that the sales data of the domestic market from 2020 to 2022 disclosed on page 217 of the registration draft is lower than that of the Chinese market, but in the first half of 2023, the sales data of the domestic market is higher than that of the Chinese market.
In addition, comparing the registration draft of Sanjing Co., Ltd. and the public transfer prospectus of the New Third Board, it is found that there are inconsistencies in the resume information of many senior executives in the two documents.
(Screenshot from the public transfer prospectus of the New Third Board)
(Screenshot from the prospectus registration draft)
There are inconsistencies in the historical tenure information of supervisor Shi Shuncai in the above two documents, and the registration draft of the prospectus even disclosed that during his tenure in Sanjing Co., Ltd. from January 2009 to December 2016, he also had information on his tenure in Hunan Watson in the public transfer prospectus of the New Third Board, and the senior executives Chen Jianping and Ouyang Jiagan also appeared in the two documents There were inconsistencies in the tenure time.
Sanjing shares in 2015 when the new three board was listed when the lead brokerage was Hualin Securities, the main board IPO sponsor is Minsheng Securities, and there is such a simple executive resume letter problem really should not be, I don't know what the reason is.