2024-08-18
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According to the China Securities Network of the Shanghai Securities News, since the registration was submitted in January 2022, the Science and Technology Innovation Board IPO company Yishi Innovation has been waiting for listing for two and a half years, but the company's registration application has not been approved. In response to the slow progress of IPO registration, Liu Jingkang, the founder and chairman of Yishi Innovation, recently responded to the details of the IPO inquiry in a circle of friends, and said that he would actively communicate with the regulatory authorities to change or withdraw the IPO plan. The IPO registration has been unsuccessful for more than two years. The prospectus (registration draft) shows that Yishi Innovation was established in 2015 and is headquartered in Shenzhen. It is a world-renowned intelligent imaging equipment provider based on panoramic technology. Its main products include panoramic cameras and sports cameras. Liu Jingkang, the founder and actual controller of the company, was born in the 1990s and has a bachelor's degree in software engineering from Nanjing University. According to Frost & Sullivan data, Yishi Innovation has ranked first in the global panoramic camera market for five consecutive years, with a market share of more than 50%; it has also defeated many European and American giants in the sports camera market, and its market share ranks among the top two in the world. From 2018 to the first half of 2021, the company's operating income was 258 million yuan, 588 million yuan, 850 million yuan, and 600 million yuan, respectively, and its net profit attributable to the parent was 18.287 million yuan, 56.2805 million yuan, 120 million yuan, and 123 million yuan, respectively. Overseas sales revenue accounted for between 67% and 76%. Although Yingshi Innovation has developed rapidly, its IPO process has been quite tortuous. The official website of the Shanghai Stock Exchange shows that on October 28, 2020, Yingshi Innovation's Science and Technology Innovation Board IPO was accepted; after a suspension of review, the company's IPO was approved at the second meeting on September 16, 2021; on January 28, 2022, the company submitted its registration to the China Securities Regulatory Commission. But as of now, the company has not yet obtained the registration approval. It can be noted that when Yingshi Innovation first went to the meeting, the Listing Committee asked Yingshi Innovation three major questions on the spot, and made a decision to suspend the review of the company, requiring the company to further implement the inquiry issues. Related issues include: the rationality and necessity of the situation that "the issuer's board of directors consists of twelve directors, including four independent directors", relative to the company's scale and business complexity, and the solution to the deadlock risk hidden in the board of directors; the shareholding of founder Liu Jingkang and the shareholding of the issuer's shareholding platform; and the issuer's employees' social security underpayment. Judging from the company's subsequent response, after the review was suspended, Yingshi Innovation rectified the above issues. On August 4, 2021, Yingshi Innovation received the resignation of two directors and one independent director. At the same time, the company held the seventh meeting of the first board of directors and the first extraordinary general meeting of shareholders in 2021 in the same month to review and pass relevant resolutions, and adjusted the number of board members in the "Articles of Association" and "Rules of Procedure of the Board of Directors" to: the company's board of directors consists of 9 directors, including 3 independent directors. In response to the problem of underpayment of social security, Yingshi Innovation has formulated a rectification plan to standardize the payment of social security fees for employees: first, the company has revised the social insurance payment system to ensure that the payment of social insurance fees is legal and compliant; second, from August 2021, social insurance fees will be paid in full for all employees based on the total salary of employees. At the same time, judging from the inquiries during the registration stage, the issue of shares held by resigned personnel of the CSRC system may be one of the key factors for the slow listing process. On November 22, 2022, the CSRC issued a registration-stage inquiry to Yingshi Innovation with only one question, requiring the company to provide additional information on the current shareholding of indirect shareholder Chen Bin, the background and reasons for the transfer of shares to external parties since the declaration, the payment of consideration and the authenticity of the transfer, and whether there is any interest transfer or other interest arrangements. However, for indirect shareholder Chen Bin, there is no relevant statement about Chen Bin in the four versions of the prospectus updated by Yingshi Innovation before and after, and in the reply materials to the four rounds of review inquiry letters from the Shanghai Stock Exchange. From the perspective of the equity structure, Chen Bin's shareholding in Yingshi Innovation is quite hidden. He holds shares through Shenzhen Maigao Huizhi Growth Phase V Equity Investment Partnership (Limited Partnership) and Xiamen Fukai Venture Capital Partnership (Limited Partnership) (hereinafter referred to as "Shenzhen Maigao" and "Xiamen Fukai"). Among them, Shenzhen Megau, which holds 1.3001% of the shares of Yingshi Innovation, was once the largest investor of Megau Holdings, a company listed on the New Third Board. The controlling shareholder and actual controller of Megau Holdings is Chen Bin, who holds about 38.28% of the shares; at the same time, Xiamen Fukai Haichuang Investment Management Co., Ltd., of which Chen Bin is the legal representative, is a shareholder of Xiamen Fukai, and Xiamen Fukai holds about 3.7003% of the shares of Yingshi Innovation. Further inquiries show that Chen Bin originally held shares of Xiamen Fukai Haichuang Investment Management Co., Ltd. through Xiamen Fukai Xingye Investment Co., Ltd. In 2023, Chen Bin withdrew from the shareholders of Xiamen Fukai Xingye Investment Co., Ltd. At the same time, Megau Holdings withdrew from Shenzhen Megau shareholders in March 2023. According to the announcement of Megau Holdings, Chen Bin was born in October 1970 and worked at the Shenzhen Stock Exchange. He served as a senior manager, assistant director of the Comprehensive Research Institute, and deputy director of the research institute. From 2007 to 2009, Chen Bin was seconded to the Issuance Department and Listed Company Department of the China Securities Regulatory Commission. He has served as Chairman and General Manager of Megau Holdings since November 2012. On May 28, 2021, the China Securities Regulatory Commission issued the "Guidelines for the Application of Regulatory Rules-Issuance Category No. 2" (hereinafter referred to as the "Regulations"), clarifying that intermediary institutions should conduct verification of the shareholding of personnel who have left the China Securities Regulatory Commission system and submit special explanations. The focus is to verify whether there are improper shareholdings by resigned personnel, including using the influence of their original positions to seek investment opportunities, interest transfer in the shareholding process, shareholding during the prohibited period of shareholding, shareholding as an unqualified shareholder, and illegal and irregular sources of shareholding funds. Regarding the issue of sensitive shareholders' shareholding, Liu Jingkang clarified in his circle of friends recently: "A special verification report has been submitted to the regulator within one or two months after the issuance of the "Regulations"." (He Xinyi)