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Shenzhen Stock Exchange issues regulatory letters to CICC and Baker Tilly International after CSRC on-site inspection

2024-08-25

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On August 23, the Shenzhen Stock Exchange disclosed three regulatory letters, and the IPO intermediary institutions of Yaomazi Food Co., Ltd. - CICC, Baker Tilly International Accounting Firm, and Beijing Junhe Law Firm received regulatory letters respectively.

The CSRC's on-site inspection found that the intermediary agency did not fully verify the related parties of Fayao Mazi. Zhao Qi, as the actual controller of Deyuan Yao Niang Nian Snack Shop in Hongya County, transferred 800,000 yuan to Peng Zhaoxiang, who was the registrant of Yao Niang. During the due diligence process, the intermediary agency had learned that Zhao Qi provided a large amount of loans to Peng Zhaoxiang and used them for the daily operation of Yao Niang, but did not maintain reasonable suspicion, did not carefully verify the relationship between Zhao Qi and Yao Niang, and did not urge the issuer to disclose the related party in the prospectus.

In addition, the CSRC's on-site inspection found that the intermediary institutions had flaws in their fund flow verification procedures, including failure to verify some transactions that met the verification standards, failure to indicate the background and nature of some transactions included in the verification scope, failure to obtain supporting documents for some transactions, and failure to verify the actual circumstances of some transactions.

At the same time, there are also flaws in the procedures of intermediary institutions visiting downstream customers of dealers. The China Securities Regulatory Commission's on-site inspection found that your work of visiting downstream customers of dealers was flawed, including that some visiting manuscripts did not contain relevant materials for verifying customer and operator information, and some visiting manuscripts did not record the production batch and production date information of inventory products.

CICC acted as the project sponsor, Qu Liang and Pan Minsong acted as the project sponsor representatives; Tianzhi International acted as the project reporting accountant, and Shen Jun, Liu Lang and Zhao Yachan acted as the project signing certified public accountants. They failed to fully verify the issuer's related parties, and there were flaws in the cash flow verification and dealer downstream customer visit procedures.

Beijing Junhe Law Firm, as the project application law firm, and Li Ruochen and Bu Zhen, as the project signing lawyers, failed to fully verify the issuer's related parties.

In accordance with relevant regulations, the Shenzhen Stock Exchange decided to take self-regulatory measures of written warnings against CICC, Baker Tilly International, Beijing Jun He Law Firm and their relevant responsible persons.

Yaomazi's road to listing has been full of twists and turns. In September 2022, Yaomazi submitted the basic information of the tutoring filing to the Sichuan Securities Regulatory Bureau, intending to list on the Shenzhen Stock Exchange's Growth Enterprise Market; in March 2021, it intended to apply for a change to the main board listing; on March 3, March 21, and June 27, 2023, it updated its prospectus three times; at the end of 2023, Yaomazi and its sponsor CICC submitted an application to withdraw its listing application to the Shenzhen Stock Exchange, terminating the listing process.

On June 27 this year, Yao Mazi disclosed the public transfer statement (submission draft), applying for the listing and public transfer of shares on the National Equities Exchange and Quotations, and intends to list on the New Third Board. The lead underwriter is CICC, the law firm is Beijing Junhe Law Firm, and the auditing agency is still Baker Tilly International.

It is worth noting that on August 16, the administrative penalty information disclosed by the China Securities Regulatory Commission showed that Tianzhi International was fined 27 million yuan and suspended from engaging in securities services business for 6 months.

Public information shows that Yaomazi is one of the largest domestic manufacturers of Sichuan pepper oil and pepper-flavored compound seasonings. The company's main products can be divided into four series: seasoning oil, compound seasoning, vegetable products, and snack foods.

The operating income in 2022 and 2023 will be RMB 450 million and RMB 545 million respectively, and the net profit attributable to the parent will be RMB 81.1645 million and RMB 98.7778 million respectively.