The New Third Board Company has become an important camp for the sprinting board. At present, nearly 20 listed companies or delisted companies have received inquiries, and many companies have responded. From the content of the inquiry, "three typesshareholder"It is still the focus of the inquiry. In addition, the listed company's core technology, main business, and accrued goodwill are also in the inquiry scope.
Targeting "three types of shareholders"
“Three types of shareholders” refers to contractual private placementfund, asset management plan, trust plan. For the "three types of shareholders" issue, the GCL board listing rules are clear, and the "three types of shareholders" holding more than 5% of the listed company's shares need to discloseAllotmentThe subject of voting rights and whether the subject has a relationship with the controlling shareholder or actual controller of the listed company; if the “three types of shareholders” are the controlling shareholder, the first largest shareholder or the actual controller of the listed company, they shall perform the obligations stipulated in the preceding paragraph. In addition, disclosures should be made to the final investor in the equity change document.
Judging from the current inquiry situation, many listed companies such as Jiayuan Technology and Lexus Software were asked about the “three types of shareholders”. Among the 24 non-natural person shareholders of Jiayuan Technology, 14 are private investment funds. Among them, Rongyi Fortune 3 is a contractual private equity fund. The Shanghai Stock Exchange required Jiayuan Technology to disclose the information of “three types of shareholders”, relevant transitional arrangements and related issues on the company’s continuing operations.ExecutiveWhether their relatives directly or indirectly hold interests, whether they have made reasonable arrangements for the “three types of shareholders”, and whether the relevant lock-up period and reduction arrangements are in compliance.
Lexus Software has a large number of “three types of shareholders”. According to the prospectus, as of March 31, 2019, in addition to the company's employee stock ownership plan, Lexus Software has 23 “three types of shareholders”, including 20 contract funds and three asset management plans, holding a total of 115,340,800 shares. The total shareholding ratio is 3.2%. The Shanghai Stock Exchange requires Lexus Software to indicate whether the existing “three types of shareholders” meet the requirements for leverage, grading and nesting of asset management products, and whether there are clear time schedules for the transition period arrangements.
Regarding the "three types of shareholders" issue, Jiayuan Technology replied to the Shanghai Stock Exchange that the shareholders of Rongyi Fortune No. 3 have only three natural persons. The fund does not have leverage, grading and nesting, and does not involve the need to carry out related transitions according to relevant requirements. Arrangement, there is no such situation that affects the company's continuing operations; the company's actual controllers, senior executives and their relatives do not directly or indirectly hold interests in it, Rongyi Fortune No. 3 promises not to transfer within one year from the date of Jiayuan Technology's listing Some Jiayuan Technology stocks.
Lexus Software said that the company's 23 “three types of shareholders” are privately-owned products, and there is no high leverage; only one of the 23 “three types of shareholders” has a share rating; in terms of nesting, there is no nested “three The total number of class shareholders is 16 and there are 6 nested and 2 nested nested, respectively. For the 14 “three types of shareholders” who do not meet the relevant regulations, Lexus Software stated that it needs to be rectified and set up different transition period arrangements, and some of the expiring and intended product companies plan to liquidate.
Zhao Qiaomin, research director of Guangzheng Hengsheng New Third Board, pointed out that compared with the current A-share disclosure requirements for “three types of shareholders”, Science and Technology Board’s restrictions on “three types of shareholders” have been greatly reduced, and information on “three types of shareholders” has been relaxed. The disclosure requirements and penetration requirements have greatly improved the inclusiveness of high-quality enterprises with a large number of “three types of shareholders” of the New Third Board.
Focus on core technologies
In addition to the “three types of shareholders”, core technology, main business, and accrued goodwill are also important areas for inquiries.
The first three-board company, Jiangsu Beiren, who was accepted for the first application for the listing of the company, was previously suspected of having insufficient content. The Shanghai Stock Exchange raised a series of questions about the company's core technology. According to the inquiry letter, the Shanghai Stock Exchange requested Jiangsu Beiren to disclose the "BR-WH01 car wheel cover flexibility".robotWhether the organization of the welding production line and the intelligent welding equipment and process of the launch vehicle storage tank is authoritative and independent. Is the technology representative in the industry, and whether the core technology of the company is domestic or international? Adequate; Supplementary Disclosure The reason for the decline in R&D expenses in each period of the reporting period is whether the company has continuous innovation capability; the company's competitive advantage in terms of cost performance, response speed, after-sales, and specific performance in terms of technology, brand, talent, and scale.
Bestar disclosed in the prospectus that the company has won several national awards and its suppliers are also participating in the award-winning project. In this regard, the Shanghai Stock Exchange requires the company to explain the background and reasons for participating in the award-winning project with the supplier, whether the relevant rewards are owned by the company, whether the company independently masters the core technology for producing the corresponding superconducting magnets, the main content of the relevant technology and its advanced level. Whether there is a dispute over the technical ownership or potential disputes with the supplier, whether the use of the technology or invention jointly completed by the company is approved by the unit.
Lexus Software provides software development services to Japanese customers. The Shanghai Stock Exchange requires Lexus to disclose the company's tasks, roles and autonomy in software outsourcing services, whether to provide labor services in the software development process based solely on customer needs; the company's specific criteria for core technologies and the specific core technologies involved in each business. Whether the company's income is mainly derived from core technology and whether it has core competitiveness, such as the name, patent, etc., and the validity period.
The Century Space, which has been delisted from the New Third Board, was asked about the issue of goodwill. According to the prospectus disclosed by the company, Century Space purchased 100% equity of Beijing Tianmu by issuing shares and paying cash during the listing of the New Third Board. The transaction formed a goodwill of 77.582 million yuan. 2016, 2017 Beijing Tianmu failed to fulfill its promise as scheduledPerformanceHowever, Century Space did not make any impairment on this. The Shanghai Stock Exchange requires Century Space to explain the reasons for the acquisition of Beijing Tianyuan. The company does not accrue whether the impairment of goodwill has sufficient basis, whether the relevant impairment assumptions, parameters are reasonable, and whether it meets the requirements of accounting supervision.
(Article source: China Securities Journal)