news

한어Русский языкEnglishFrançaisIndonesianSanskrit日本語DeutschPortuguêsΕλληνικάespañolItalianoSuomalainenLatina

"Jin Zhengyan" Southern Capital Center Ji Su/Author Sanshi Yingwei/Risk Control

In the newNine ArticlesAfter the release and implementation, the China Securities Regulatory Commission has successively issued relevant supporting policy documents and institutional rules. As a member of the impact of the Beijing Stock Exchange, the Beijing Stock Exchange Listing Committee meeting focused on ChengduChengdian OptoelectronicsTechnology Co., Ltd. (hereinafter referred to as "Chengdian Optics") performance growth and sustainability, effectiveness of financial internal control and corporate governance.

Prior to this, in November 2015,TrustThe plan had been to acquire shares in Chengdian Guangxin through Chengdu Falcon Investment Partnership (Limited Partnership) (hereinafter referred to as "Falcon Investment"). At that time, Falcon Investment became the largest shareholder of Chengdian Guangxin through a private placement. Less than two years after the investment, it began to gradually reduce its holdings and withdrew from the list of top ten shareholders before the application. The actual controller had pledged 13 million shares of Chengdian Guangxin held by it to provide pledge guarantee for the trust plan. What is strange is that Falcon Management, the actual controller of Falcon Investment, was established by Qiu Kun, Jie Jun, and Fu Mei, and the three may not have avoided the board of directors and shareholders' meeting regarding the private placement. On the other hand, Zhang Yirong participated in the private placement as an employee, and the company controlled by him, as a supplier of Dianguangxin, had shared contact information with the company controlled by the actual controller of Chengdian Guangxin for many years, which may be strange.

1. The trust plan had indirectly acquired shares and "retired" before the application, and the actual controller had pledged shares to provide guarantees for the trust plan

The "three types of shareholders" refer to contractual private equity funds, asset management plans and trust plans, which have received the focus of regulatory attention. The trust plan had indirectly invested in Chengdian Optoelectronics through Falcon Investment. Falcon Investment began to gradually reduce its holdings less than two years after its investment, and withdrew from the list of top ten shareholders before the declaration. In addition, the actual controller had pledged part of its shares in Chengdian Optoelectronics to provide guarantees for the trust plan.

1.1 The former largest shareholder, Falcon Investment, is controlled by the actual controller, but a trust plan holds 99.76% of the shares

According to the acquisition report of Chengdian Optics signed in September 2015, Falcon Investment and Chengdian Optics signed the "Share Subscription Agreement" on September 28, 2015. The total subscription price was RMB 40 million, and the number of shares to be subscribed was 8 million, with a subscription price of RMB 5 per share.

Regarding the acquirer, Falcon Investment was established on September 7, 2015. Its executive partner is Chengdu Falcon Enterprise Management Consulting Co., Ltd. (hereinafter referred to as "Falcon Management"), and Sichuan Trust Co., Ltd. (hereinafter referred to as "Sichuan Trust") is another investor. Falcon Management subscribed 100,000 yuan, accounting for 0.24%, and Sichuan Trust subscribed 41.5 million yuan, accounting for 99.76%.

Among them, Falcon Management is the actual controller of Falcon Investment. Falcon Management was established on June 25, 2015, and was jointly established by Qiu Kun, Jie Jun and Fu Mei, the actual controllers of Chengdu Electric Optics.

Regarding the source of funds, Falcon Rui Management invested in Falcon Rui Investment with its own funds and funds raised by Sichuan Trust through the "Sichuan Trust-NEEQ No. 1 (Chengdian Guangxin) Collective Fund Trust Plan" (hereinafter referred to as the "Trust Plan"). Falcon Rui Investment's acquisition funds came from its own funds, and it stated that there was no situation of using the shares acquired in this transaction to pledge to banks and other financial institutions to obtain financing, nor was there any situation of directly or indirectly using the resources of the acquired company to obtain any form of financial assistance from it.

Public information shows that the payment period for Chengdian Optics' stock subscription is November 19-25, 2015.

According to the stock issuance report signed on January 7, 2016, after the equity change, Falcon Investment held 25.72% of Chengdian Optics and became the largest shareholder of Chengdian Optics. According to the "Agreement on Concerted Action" signed by Chengdian Optics shareholders Qiu Kun, Jie Jun and Fu Mei, the actual controller of Chengdian Optics has not changed and is still shareholders Qiu Kun, Jie Jun and Fu Mei.

On February 5, 2016, Chengdian Optics added new non-restricted shares for public listing and transfer.

1.2 Falcon Investment started to gradually reduce its holdings less than two years after acquiring the shares and withdrew from the list of top ten shareholders before the application was submitted.

Afterwards, Falcon Investment reduced its holdings.

According to the 2022 semi-annual report of Chengdu Electric Optics, on October 26, 2017, Falcon Investment and natural persons Bao Yongming and Wang Liang signed the "Chengdu Electric Optics Technology Co., Ltd. Equity Transfer Agreement", with the number of shares transferred being 5 million and 1 million respectively, with the transaction price of 6 yuan per share and the total transaction price being 36 million yuan. The above equity transfer was completed before December 31, 2017.

According to the shareholder report issued by Chengdian Guangxin on August 24, 2021ShareholdingA suggestive announcement of changes in circumstances: On July 29, 2021, Falcon Investment reduced its holdings of Chengdian Optics Technology Co., Ltd. by 1 million shares through after-hours block trading, and the proportion of Chengdian Optics Technology Co., Ltd. directly held changed from 10.15% to 8.23%.

It should be pointed out that according to the statement announcement issued by Chengdian Optics on June 7, 2018 on the reissue of the suggestive announcement on the change of the largest shareholder and the statement announcement of Chengdian Optics on the reissue of the suggestive announcement on the changes in shareholders' shareholdings on August 24, 2021, the above-mentioned share transfers and share reductions were not disclosed in a timely manner.

After that, Falcon Investment's shareholding ratio gradually decreased.

According to the 2022 semi-annual report of Chengdian Optics, as of the end of June 2022, Falcon Investment held 3.54% of Chengdian Optics' shares. According to the revised 2022 annual report of Chengdian Optics, as of the end of 2022, Falcon Investment had withdrawn from the top ten shareholders of Chengdian Optics.

On March 29, 2023, Chengdu Electronics entered the coaching period. On September 25, 2023, Chengdu Electronics' listing application passed the coaching acceptance.

Falcon Investment, which is controlled by the actual controller of Chengdian Guangxin, acquired shares and withdrew from it on the eve of the application, becoming one of the top ten shareholders of Chengdian Guangxin.

The several share reductions by Falcon Investment may have brought profits to the shareholders behind the trust plan.

According to the Ministry of Industry and Information Technology, Sichuan Trust owns the website domain name schtrust.com.

According to Sichuan Trust's official website, there are 17 trustees under the trust plan, 17 trust contracts were signed, and the term of Class A trust units is from October 30, 2015 to October 30, 2017. The trust plan received an investment principal of RMB 31.5 million and an investment income of RMB 3 million allocated by the partnership on October 30, 2017, and received an investment income of RMB 3.6 million allocated by the partnership on December 7, 2017.

1.3 The actual controller had pledged 13 million shares of Chengdian Guangxin held by him to provide pledge guarantee for the trust plan

According to the official website of Sichuan Trust, the promotion period of Sichuan Trust-NEEQ No. 1 (Chengdian Guangxin) Collective Fund Trust Plan is from October 10, 2015 to November 25, 2015. The general manager of the limited partnership is Falcon Management. The trust plan is the LP and Falcon Investment (Fund) is jointly established with Chengdu Falcon as the GP. The funds of Falcon Investment mainly participate in the private placement of Chengdu Falcon. The total scale does not exceed 41.5 million, of which Class A does not exceed 31.5 million and Class B is 10 million.

Among the risk control measures, Qiu Kun, Jie Jun and Fu Mei pledged their approximately 13 million shares (subject to corresponding adjustments in case of additional issuance, bonus shares, etc.) of Chengdian Guangxin to the trust plan. During the term of the Class A trust unit, if the investment income of the trust plan is insufficient to cover the unpaid expenses and taxes payable by the trust plan and the income distribution parameters of the Class A beneficiaries, the Class B trustee/beneficiary representative Qiu Kun will make up the difference, and Jie Jun and Fu Mei will bear unlimited joint and several liability for this.

According to the equity pledge announcement of Chengdian Optics, the company's shareholders Qiu Kun, Jie Jun and Fu Mei pledged 13,000,000 shares, accounting for 56.28% of the total share capital of Chengdian Optics. The pledge period is from October 22, 2015 to December 31, 2017.

1.4 When deliberating on the proposal for the private placement to Falcon Investment, the related shareholders did not abstain from the board of directors and shareholders' meeting

According to the National Equities Exchange and Quotations Rules for Private Placement of Stocks, Article 31 stipulates that if the issuer's board of directors has determined the issuer's target, and if the director or shareholder participates in the subscription or has an associated relationship with the issuer, the associated director or shareholder shall abstain from voting on the private placement when the issuer's board of directors or shareholders' meeting votes on the private placement. When the issuer's shareholders' meeting deliberates on matters related to the private placement, if all shareholders attending the shareholders' meeting intend to participate in the subscription or have an associated relationship with the issuer, the voting abstention system may no longer be implemented.

According to the resolution announcement of the 10th meeting of the first board of directors of Chengdu Electronics and Optoelectronics, on September 29, 2015, the "Proposal on the Stock Issuance Plan" was reviewed and approved, and submitted to the shareholders' meeting for review. Chengdu Electronics and Optoelectronics intends to decide to issue new shares to Chengdu Sunrui Investment Partnership (Limited Partnership). Voting results: 4 votes in favor, 0 votes against, 0 abstentions, and 0 abstentions. This proposal was passed.

According to the resolution announcement of the third interim shareholders' meeting of Chengdu Electric Optics in 2015, on October 16, 2015, the "Proposal on Signing the Stock Subscription Agreement with Effective Conditions" was reviewed and approved. Chengdu Electric Optics intends to sign the "Stock Subscription Agreement" with Chengdu Falcon Investment Partnership (Limited Partnership). The agreement will take effect after the relevant matters of this stock issuance are approved by the company's board of directors and shareholders' meeting in accordance with legal procedures. It does not involve related matters and there is no situation of abstention from voting.

According to the 2015 annual report, as of the signing date of February 17, 2016, Qiu Kun was the chairman, and Xie Jun, Fu Mei, Fu Bin,Xu FengThe term of office of directors is three years.

In summary, Falcon Management used its own funds and funds raised by Sichuan Trust through trust plans to invest in Falcon Investment. In November 2015, Falcon Investment acquired shares in Chengdu Electronics Optics and Information Technology Co., Ltd. through a private placement, becoming the largest shareholder of Chengdu Electronics Optics and Information Technology Co., Ltd. at that time, with a shareholding ratio of 25.72%. Less than two years after acquiring the shares, it began to gradually reduce its holdings and withdrew from the list of top ten shareholders before the application was submitted.

It should be pointed out that Falcon Management is the actual controller of Falcon Investment, Qiu Kun, Jie Jun and Fu Mei jointly hold shares in Falcon Management, and the three may not have avoided the board of directors and shareholders' meeting regarding the private placement. It is worth noting whether the procedures for Falcon Investment to raise funds and acquire shares in Chengdian Optics are in compliance with regulations.

2. Zhang Yirong participated in the private placement as an employee, and the company she controlled was a supplier, creating a mystery of control

The information disclosed shall be true, accurate and complete, and shall not contain false records, misleading statements or major omissions. In its response to the inquiry, Chengdian Guangxin raised doubts about the disclosure of its relationship with its supplier, and the supplier had shared contact information with the company controlled by Chengdian Guangxin's actual controller for many years.

2.1 Zhang Yirong, the actual controller of the supplier Zhanpeng Digital, is a shareholder of Chengdian Optoelectronics with a 0.01% stake and claims that she is an acquaintance of the actual controller

According to the prospectus of Chengdian Optics signed on August 19, 2024 (hereinafter referred to as the "prospectus signed on August 19, 2024"), Chengdian Optics had transactions with Wuhou District Zhanpeng Digital Products Operation Department (hereinafter referred to as "Zhanpeng Digital") controlled by Zhang Yirong, a shareholder holding 0.01% of Chengdian Optics' shares, from 2021 to 2023. Based on the principle of prudence, the transactions with Zhanpeng Digital will be disclosed in accordance with related-party transactions. From 2021 to 2023, Chengdian Optics' purchases from Zhanpeng Digital were RMB 1.5772 million, RMB 1.3266 million, and RMB 239,200, respectively.

As for the background and specific circumstances of the transaction between Chengdian Optics and Zhanpeng Digital, Chengdian Optics responded in the first round of inquiries that before 2014, Zhanpeng Digital and Sichuan Golden Eagle Technology Development Co., Ltd. (hereinafter referred to as "Golden Eagle Technology"), which was controlled by Chengdian Optics' actual controllers Jie Jun and Fu Mei, were both operating in Chengdu Computer City. Therefore, Zhang Yirong, the operator of Zhanpeng Digital, was familiar with Chengdian Optics' actual controllers Jie Jun and Fu Mei, as well as other employees such as Fu Li. In 2014, Zhang Yirong acquired shares in Chengdian Optics by increasing capital.

However, such a background is now shrouded in doubt.

2.2 The disclosure of information during the NEEQ period of Chengdian Guangxin showed that Zhang Yirong participated in the private placement of Chengdian Guangxin as an "employee"

According to the legal opinion of Beijing Junjia Law Firm on the listing and public transfer of Chengdian Guangxin's shares on the National Equities Exchange and Quotations, on May 26, 2014, Chengdian Guangxin decided to issue 350,000 shares to 35 people, including 17 full-time employees and 8 part-time employees. On May 28, 2014, 24 of the employees agreed to lock in the shares they subscribed, and an employee named Zhang Yirong was on the list.

That is, the above announcement shows that Zhang Yirong’s identity in participating in Chengdian Optics’s private placement may be as an employee.

2.3 Zhanpeng Digital has the same account number as Golden Eagle Technology, which is controlled by the actual controller, and has transactions with Golden Eagle Technology

According to data from the Market Supervision Administration, the individual business owner Zhanpeng Digital was established on May 25, 2012. From the date of establishment to the inquiry date of August 18, 2024, the operator was Zhang Yirong.

In 2015, 2018-2019, and 2021-2023, the contact number of Golden Eagle Technology was 18 *******25. From 2013 to 2018, the contact number of Zhanpeng Digital was also 18 *******25, which was changed to other on February 4, 2023.

According to the query on Alipay number 18 *******25, as of the query date August 18, 2024, the number points to an account named "Zhanpeng Digital".

Based on the above-mentioned situation of sharing the telephone, is Zhanpeng Digital under the same control as Golden Eagle Technology controlled by the actual controller?

At the same time, the businesses of Zhanpeng Digital and Golden Eagle Technology may be similar.

According to the public transfer agreement signed on November 25, 2014, Chengdian Optics had purchased electronic equipment and software products from Golden Eagle Technology.

According to the first round of inquiry responses issued on March 18, 2024, Golden Eagle Technology has sporadic computer sales business from 2021 to 2023, and currently Golden Eagle Technology has no substantial production and operation activities. During the same period, Chengdian Optoelectronics purchased goods from Zhanpeng Digital including LCD screens, computer products, hard drives and other sporadic goods.

But at the same time, according to the first round of inquiry responses issued on March 18, 2024, from December 2020 to December 2021, Zhanpeng Digital was inconvenient to sign contracts with suppliers due to its status as an individual business owner, and it entrusted Golden Eagle Technology to purchase on its behalf. During this process, it paid a total of 850,000 yuan to Golden Eagle Technology, and Golden Eagle Technology paid 800,000 yuan to the supplier after deducting tax and fee costs.

In other words, Chengdian Optoelectronics maintains financial transactions with Zhanpeng Digital and Golden Eagle Technology due to the purchase of sporadic products.

Not only that, there were also financial transactions between Zhanpeng Digital and the former cashier of Chengdian Optics.

2.4 During the period when Fu Li, the sister of the actual controller, was the cashier of Chengdian Guangxin, she borrowed funds from Zhanpeng Digital and Zhang Yirong

According to the first round of inquiry responses issued on March 18, 2024, Fu Li, the sister of Fu Mei, the actual controller of Chengdian Guangxin, served as the cashier of Chengdian Guangxin from 2021 to 2023. In order to further enhance the financial independence and standardization of Chengdian Guangxin, Fu Li has stopped working as a cashier or other financial positions since August 31, 2023.

According to the first round of inquiry responses issued on March 18, 2024, Fu Li had financial transactions with Zhanpeng Digital and its operator Zhang Yirong. Fu Li established a good personal relationship with Zhang Yirong during her work at Golden Eagle Technology. From August 2020 to April 2021, Fu Li had financial transactions of 530,300 yuan with Zhang Yirong and Zhanpeng Digital due to personal capital turnover needs. Fu Li has repaid the aforementioned amount.

In summary, regarding the background of the actual controller of Zhanpeng Digital, Zhang Yirong, investing in the company, Chengdian Optoelectronics responded to the first round of inquiries that Zhang Yirong was familiar with the actual controller. However, Chengdian Optoelectronics disclosed in its announcement during the New Third Board period that Zhang Yirong invested in the company as an employee, and the information disclosure may be inconsistent. In addition, Golden Eagle Technology is a company controlled by the actual controller of Chengdian Optoelectronics, but it has shared corporate contact information with Zhanpeng Digital under the name of Zhang Yirong for many years. Regarding the control of Zhanpeng Digital, there are doubts about information disclosure. Whether it and Golden Eagle Technology are actually controlled by the actual controller of Chengdian Optoelectronics is worthy of attention.