Source: One CaiXin
Author: Shao Yehao
The construction industry is one of the important pillar industries of the national economy, of which highways, municipal and other infrastructure construction industries are an important part of the construction industry, with a huge market scale and a large number of enterprises. It is reported that there are 153 enterprises with special qualifications for general contracting of highway engineering construction in the country, of which only 9 are private enterprises, and Huitong Construction Group Co., Ltd. (hereinafter referred to as "Huitong Shares"), which is sprinting to the main board of Shanghai, is one of them.
On April 22, 2021, Huitong Co., Ltd. updated its prospectus, the sponsor is Shengang Securities, and the auditor is Rongcheng. On the other hand, the actual controller of Huitong shares determined to be inquired, but the reply selectively "aphasia" refused to disclose; at the same time, there were also related parties to increase the capital of Huitong shares at a low price, and the specific reasons were unknown.
The actual controller determined that there was doubt
On April 8, 2005, Zhang Zhongqiang, Zhang Lei and Zhang Xinwen invested in the establishment of Hebei Huitong Road and Bridge Construction Co., Ltd. (hereinafter referred to as "Huitong Limited", the predecessor of the issuer), with a registered capital of 60.98 million yuan.
(Screenshot from prospectus)
Since then, it has undergone four capital increases and two equity transfers. In June 2014, Zhang Xinwen transferred his capital contribution of RMB63,333,333,333 to Zhang Zhongshan, and Zhang Lei transferred his capital contribution of RMB63,333,333,330 from Huitong Limited to Zhang Zhongqiang. At this point, Zhang Xinwen and Zhang Lei no longer hold huitong limited shares.
Until April 2019, Zhang Zhongqiang transferred the capital contribution of 15.20 million yuan of Huitong Limited held by Zhang Zhongqiang to Zhang Lei, Zhang Zhongshan transferred the capital contribution of 15.20 million yuan held by Zhang Zhongshan to Zhang Xinwen, and Zhang Xinwen and Zhang Lei once again held shares in Huitong Limited.
It is worth noting that, according to the prospectus, because Zhang Xinwen submitted an application for the resignation of a civil servant before December 2018, and then began a one-year demystification period, in order to avoid the flaws in the identity of shareholders, the aforementioned equity was transferred back to Zhang Zhongshan in June 2019.
Later, because Zhang Xinwen officially completed the resignation procedures of civil servants in February 2020, Zhang Zhongshan transferred the capital contribution of 15.2 million yuan held by Huitong Limited to Zhang Xinwen again in the form of gratuitous transfer.
As of the date of signing of the prospectus, Zhang Xinwen and Zhang Lei each held 4.34% of the equity of the issuer.
It is worth mentioning that the prospectus discloses that the controlling shareholder and actual controller of the company are Zhang Zhongqiang, Zhang Zhongshan, Zhang Zhiwen and Zhang Zhongkui. Zhang Zhongqiang, Zhang Zhongshan, and Zhang Zhongkui were brothers, and Zhang Zhiwen was the son of Zhang Zhongqiang. Zhang Lei is also the son of Zhang Zhongqiang, but he does not serve in the issuer; Zhang Xinwen is the daughter of Zhang Zhongshan and is currently the assistant to the chairman of the issuer, but Zhang Lei and Zhang Xinwen have not been identified as actual controllers, and the reasons for this are puzzling.
The feedback from the regulatory authorities requires the issuer to explain whether Zhang Xinwen and his close relatives have a related relationship with the issuer's suppliers and customers such as shareholding, appointment, and business dealings, and please explain whether Zhang Xinwen and his close relatives have used their positions to facilitate the acquisition of business for the issuer; whether there is an arrangement for Zhang Zhongshan to hold shares on behalf of Zhang Xinwen; whether the equity transfer is actually to avoid the review related to the departure of civil servants, and whether they may be punished; explain the criteria for identifying the actual controller and the criteria for not identifying Zhang Lei, The reason why Zhang Xinwen is the actual controller, and combined with Zhang Xinwen's historical civil servant background, explain whether there is a situation in which the actual controller is not identified in order to meet the conditions for issuance; whether Zhang Lei is currently or has held public office, whether he currently or has not been able to be a qualified shareholder of the company, and whether there is a situation where the actual controller is not identified in order to meet the conditions for issuance.
However, the above series of questions asked in the search for objects are not mentioned in the updated prospectus, and the above questions are not explained in addition.
Related parties increased their capital at a low price and invested in shares
In addition, a related party increased its capital at a low price to invest in Huitong shares, which is also worthy of attention.
In May 2019, the registered capital of Huitong Limited was increased by the new shareholders Baoding Houyi Dayuan Enterprise Management Center (Limited Partnership) (hereinafter referred to as "Houyi Dayuan"), Baoding Houdeguang Enterprise Management Center (Limited Partnership) (hereinafter referred to as "Yihou Deguang") and Baoding Renshan Zhihai Enterprise Management Center (Limited Partnership) (hereinafter referred to as "Renshan Zhihai") to RMB350 million per share.
According to the prospectus, Houyi Dayuan and Yihou Deguang are the company's employee shareholding platform, and the capital increase price refers to the average price-earnings ratio and average price-to-book ratio of listed companies in the same industry, and the company's net assets per share as of December 31, 2018, which is determined to be 1.50 yuan per share, which is slightly lower than the company's net assets per share of 1.57 yuan per share at the end of 2018. Therefore, the company took the net asset price per share of 1.57 yuan per share at the end of 2018 as the fair value, recognized the share payment fee of 1.7943 million yuan and fully included in the management expense, and the share payment fee was confirmed completely.
Renshan Zhihai partner Zheng Qingshen and 17 others are in the related party of Huitong shares, which is a related party employee shareholding platform, and the capital contribution price is also 1.50 yuan / share, which is lower than the net assets per share. However, the prospectus clearly discloses that this situation does not constitute a share payment, but Huitong shares may explain that the related party should increase the capital at a low price.
As of the date of signing of the prospectus, Renshan Zhihai held 7.70 million shares of the company, with a shareholding ratio of 2.20%. Renshan Zhihai was established on March 21, 2019, and its business scope is enterprise management services, engineering management services, and property management services. Its partners are all employed in a number of enterprises controlled by the controlling shareholder and the actual controller of Huitong shares (pictured below), including the management personnel of a number of real estate enterprises, which makes people have to doubt the rationality of Renshan Zhihai's low-price capital increase and shareholding, and there seems to be a suspicion of profit transmission.
The feedback requires Huitong to explain the business cooperation with the real estate enterprise during the reporting period, the corresponding operating income and profit amount, and whether the raised funds may actually flow to the real estate company controlled by the actual controller.
According to the feedback received on April 9, 2021, Huitong shares need to make additional explanations on 35 issues involving normativity, information disclosure and individual other aspects, but from its updated materials, it seems that Huitong shares need to make additional explanations.
The study found that the problem of Huitong shares is far more than this, and "One Caixin" will continue to bring relevant reports.