The selection tier review process continues to speed up! Concentric Transmission, Yoshioka Precision, and Daichi Electric were reviewed through a selection of small IPOs

On September 29, Capital State learned that the 25th and 24th Review Meeting (General Procedure) of the Listing Committee of the National SME Share Transfer System in 2021 was held on the morning of September 28, 2021.

In this review, Henan Tongxin Transmission Co., Ltd. is referred to as Tongxin Transmission (833454.NQ), Wuxi Jigang Precision Technology Co., Ltd. is referred to as Jigang Precision (836720.NQ), and Nantong Dadi Electric Co., Ltd. is referred to as Dadi Electric (870436.NQ) three companies have passed the review.

It should be noted that the following deliberation opinions were put forward in the review for concentric transmission and earth electric.

For concentric drives:

1. The National Equity Transfer Company requires the company to implement the recent debt repayment arrangement, and asks the actual controller to make further commitments on the repayment guarantee and the debt in the litigation case to ensure that the relevant debt will not affect the stability of the issuer's equity.

2. The sponsoring institution is requested to verify whether the issuer has any situation of extracorporeal remuneration payment and long-term short-term remuneration, and the issuer's internal control system and relevant measures to improve remuneration management. The National Stock Transfer Company requires the Company to make supplementary disclosure of the above matters.

For Earth Electric:

1. The national stock transfer company requires the company to combine the trend of electrification and intelligence in the industry, and supplement the disclosure of the adverse impact on the issuer's future production and operation and its countermeasures.

2. The National Equity Transfer Company requires the company to provide additional information on the ownership of intellectual property rights and scientific research results with the automaker, whether the intellectual property rights and scientific research results produced by the disclosed cooperation model are jointly owned by both parties (unless otherwise specified in the agreement) is accurate, and whether the relevant intellectual property rights of the company comply with such agreements. Ask the sponsoring institution and the issuer's lawyer to verify and issue a clear opinion, detailing the verification procedures and verification methods.

3. The National Equity Transfer Company requires the company to disclose additional measures to improve the internal control system and process of the violations during the reporting period, as well as measures to protect the rights and interests of investors.

At the same time, the main questions raised at the Review Conference are as follows.

First, concentric transmission

1. Regarding the litigation case and the actual controller's guaranteed debt. The National Stock Transfer Company requires the company to state:

(1) On March 23, 2021, the People's Court of Jian'an District, Xuchang City, Henan Province, issued the (2021) Yu 1003 Zhi No. 731 Enforcement Ruling, freezing, withholding, withholding, and withdrawing the judgment debtor's bank deposits, income of RMB9,607,518.9, and interest or whether the issuer's shares were involved in the list of property of equal value or sealed or seized.

(2) In April 2021, Henan Xuchang Xudu Rural Commercial Bank Co., Ltd. and Chen Hongkai reached an "Enforcement Settlement Agreement" through court consultation, and on May 11, 2021, the plaintiff, Henan Xuchang Xudu Rural Commercial Bank Co., Ltd., and the defendant Xuchang Zhongcheng Commercial and Trade Co., Ltd. signed a "Repayment Settlement Agreement", if the above agreement cannot be implemented as agreed, whether there is a risk of the issuer's shares being enforced, and whether it will have a significant adverse impact on the stability of control and the company's production and operation.

(3) In addition to the above-mentioned cases, Chen Hongkai also has the company's guarantee debt, and the National Equity Transfer Company requires the company to clearly explain whether Chen Hongkai has the full ability to repay the debt. Ask the sponsoring institution and the issuer's lawyer to check and issue a clear opinion.

2. About employee compensation. The National Stock Transfer Company requires the company to provide additional clarifications:

(1) In the case of continuous increase in per capita salary, and no significant change in R&D investment, the salary of R&D personnel continues to decrease and is lower than the rationality of production personnel.

(2) The reasonableness of the fact that the remuneration of the directors, supervisors and senior management of the issuer is not significantly different from the per capita remuneration in 2018 and 2019, and whether there is a situation in which the remuneration of personnel is depressed or the remuneration subsidy is received through other entities. Ask the sponsor to check and comment.

3. The issuer disclosed that in view of Chen Yuhong's long-term work in the company, the actual controller Chen Hongkai paid him about 2 million yuan of dividend-type insurance policies around 2014. The National Stock Transfer Company requires the company to explain whether the above-mentioned amount of the dividend-type insurance policy has been included in the remuneration of the issuer's employees, and if it has been included in the time and amount of supplementary disclosure, it is requested to check and express an opinion by the sponsoring institution and the reporting accountant.

2. Yoshioka Precision

1. The issuer has the situation that the production process part is outsourced, in which the processing and surface treatment of aluminum ingots will produce pollutants such as paint slag, which requires corresponding environmental protection qualifications, and the issuer entrusts the outsourcing manufacturer to deal with it. The National Stock Transfer Company requires the company to state:

(1) Whether the procurement volume of various types of outsourcing procurement services matches the company's output.

(2) The issuer's quality control measures for the external cooperation business, and whether the outsourcing manufacturer has the ability to undertake it when quality problems occur.

(3) Whether the relevant processes of outsourced processing of the issuer have special qualification certification requirements, whether there are policies, technologies and other aspects of the entry threshold, whether the process links involve environmental pollution, whether the production of outsourcing manufacturers complies with relevant environmental protection regulations, whether there are environmental protection violations and violations, and the national stock transfer company requires the company to express opinions on whether it has used outsourced processing to avoid environmental protection verification.

(4) The settlement method of the payment of the issuer's procurement of services from some individual industrial and commercial households, whether there is cash payment, and whether there is an extracorporeal circulation of funds.

2. Chaqiao Guohe was a supplier of the issuer during the reporting period, providing semi-finished products (metal parts), finished products and outsourcing services to the issuer, and Yunlin Heng became the issuer to provide deburring services. The actual controllers of Chaqiao Guohe and Yunlin Hengcheng are husband and wife, and the actual controllers of Chaqiao Guohe are the cousins of the actual controllers of the issuer. During the reporting period, the Yunlinhong Lean Machinery Processing Plant in Xishan District, an individual industrial and commercial household operated by Li Xiaosong, deputy general manager of the Company, was deregistered in 2019 and provided painting services for the issuer. The National Stock Transfer Company requires the company to state:

(1) The necessity of the company's procurement through Chaqiao Guohe, whether there is a difference between the price sold by Chaqiao Guohe to the issuer and the price sold by Chaqiao Guohe to other customers, and whether there is a transmission of benefits.

(2) Whether the above-mentioned entities have advanced fees or borne costs on behalf of the issuer, or provided economic resources or financial assistance to the issuer using gratuitous or unfair transaction prices. Ask the sponsoring institution and the reporting accountant to check and issue a clear opinion.

3. During the reporting period, the issuer had a number of irregularities such as information disclosure, safety accidents, refinancing, and illegal discharge of sewage:

(1) The National Stock Transfer Company requires the company to explain the effectiveness of the company's internal control and whether the company and the actual controller have violated their public commitments in light of the reasons for the punished acts. Ask the sponsoring institution, the issuer's lawyer, and the reporting accountant to verify and issue a clear opinion.

(2) In May 2018, the issuer was ordered by the relevant departments to correct the above environmental violations for discharging part of the wastewater into the municipal sewage pipe network and fined RMB 200,000. The National Stock Transfer Company requires the company to explain whether the basis for the above-mentioned acts is sufficient in accordance with the relevant provisions of the "Water Pollution Prevention and Control Law of the People's Republic of China" and other laws and regulations, which do not constitute major violations of laws and regulations. Ask the sponsoring institution and the issuer's lawyer to check and issue a clear opinion.

(3) The National Stock Transfer Company requires the company to provide additional explanations on the accounting treatment of the refinancing business, the impact on the main accounting accounts and the corresponding rectification. The sponsoring institution and the reporting accountant are requested to explain whether the refinancing business and the actual business are confused in terms of accounting and approval process, the main basis for the divestiture of the two, and explain the specific impact of the refinancing business on the financial statements and the rectification situation in combination with the specific verification procedures.

Third, the earth electrical

1. About the business space. The issuer's main products and customers are oriented to the traditional fuel vehicle market, and the national stock transfer company requires the company to analyze and explain the future market space of the issuer in combination with the future industry trend of electrification and intelligence of the automotive industry.

2. About the Customer. The National Stock Transfer Company requires the company

(1) Description: Pricing mechanism and price adjustment frequency between major customers.

(2) The issuer's sales are mainly concentrated in BAIC Group and its subsidiaries, Beijing Foton Daimler Automobile Co., Ltd., Dongfeng Liuzhou Automobile Co., Ltd., Shandong Heavy Industry and its subsidiaries, with the total sales accounting for 92% in 2020 and 96% in the first half of 2021. In addition, the proportion of issuers' products in these companies has reached 60%, 40%, 40% and 70% respectively. Please describe the countermeasures to address the risk of high customer concentration.

3. On framework agreements and intellectual property rights.

(1) The National Equity Transfer Company requires the company to explain the main contents of the relevant framework agreements signed with the customer, such as delivery, payment, acceptance, transfer of ownership and risk, ownership of intellectual property rights and other core terms.

(2) In addition to independent research and development, the issuer also cooperates with OEM customers to carry out synchronous product research and development. The cooperation mode is usually proposed by the OEM research institute to put forward technical specifications and functional requirements, the R & D personnel of both sides jointly participate in the design and verification, and the intellectual property rights and scientific research results produced are jointly owned by both parties (unless otherwise specified in the agreement). The National Equity Transfer Company requires the company to explain the agreement between the company and the automaker on the ownership of intellectual property rights and scientific research results, and to explain whether the relevant intellectual property rights of the issuer comply with such agreements, and ask the sponsoring institution and the issuer's lawyer to verify and express their opinions.

4. About Qujing Land.

(1) The National Stock Transfer Company requires the Company to further explain the reasons for the equity transfer in Qujing Dadi, whether the pricing of the relevant transactions is fair, and the reasons and rationality of the transactions that continue after the equity transfer.

(2) The National Stock Transfer Company requires the company to combine Qujing Dadi's main business, production and marketing methods, production and marketing scale, actual controller, technical level, etc., to further explain whether Qujing Dadi has a substantial impact on the production and operation, customer maintenance, brand, etc. of the issuer and its subsidiary Liuzhou Wenyuan, and whether it constitutes competition in the same industry, and ask the sponsoring institution to verify and express its opinions.

5. Regarding violations.

The issuer has repeated violations, including the self-regulatory measures of being ordered to make corrections once during the listing period of the national stock transfer system, and the self-regulatory measures of issuing warning letters twice; The subsidiary Nantong Hongzhi has a refinancing situation; During the reporting period, he was punished twice for not formulating a safety production plan and locking the safety export; The issuer has a number of accounting error adjustments. The issuer is requested to further explain the rectification of the above problems and the subsequent impact, whether the relevant internal control system is sound and effectively implemented, and whether there are circumstances in which the accounting foundation is weak and affects the conditions for issuance, taking into account the reasons and background of the above-mentioned matters. Ask the sponsoring institution and the reporting accountant to check and give an opinion.

This article originated from Capital State