Wen/Rui Finance Sun Subo

From June 29, 2023 to May 9, 2024, the 315 day IPO of Intepex Platinum Co., Ltd. (hereinafter referred to as "Intepex") ended with its own cancellation.

From the prospectus, it can be found that there are many controversial issues with the Intest. For example, in the three years before the submission of the report, it had a total dividend of 352 million yuan. Among them, the amount of dividends in 2020 is 3.78 times of the net profit of the current period that is not attributable to the parent company. This IPO will also raise 300 million yuan to supplement working capital.

On March 15 of this year, the CSRC issued the Opinions on Strictly Controlling the Access to Issuance and Listing to Improve the Quality of Listed Companies from the Source (Trial), which clearly stated that "we should pay close attention to whether there are sudden" clearance "dividends and other situations in the enterprises to be listed before listing, strictly prevent and investigate, and implement list management".

In addition to the large amount of dividends, there is also the problem of nonstandard internal financial control. From 2020 to 2022, Intertek obtained a total of 775 million yuan of loans from suppliers. In addition, over the past three years, Intexpar has also provided an account channel for customers' loans of 4.1 billion yuan.

01

Withdrawal and re investment of the actual controller

Has "temporarily held shares" ever been questioned whether it is illegal

1. The defendant, one of the founders' daughters, was sentenced to pay 840000 yuan as liquidated damages for the equity transfer payment that was repudiated

Yin Keqin, 67 years old this year, is a deputy to the 15th, 16th and 17th National People's Congress of Wuxi. In fact, he was born in Beibei District, Chongqing, and worked in Beibei for 22 years.

From July 1980 to October 2002, Yin Keqin worked in Chongqing Chuanyi No. 1 Factory of Chongqing Chuanyi General Factory Co., Ltd. (hereinafter referred to as "Chongqing Chuanyi No. 1 Factory"), and served as the secretary of the party branch, workshop director, director of the marketing department, and deputy director of the workshop.

It was in 2001 that we became friends with Wuxi. At that time, Yin Keqin, Chen Mingming, Wang Biankun and Wu Xianzhong planned to jointly set up an industrial company engaged in the field of precious metals because they had their own resources, experience and channels in the field of precious metals.

At that time, due to limited funds, Yin Keqin also found Hou Zhongxian, a friend with certain financial strength, to start a business together. As a result, in November 2001, the predecessor of Yingte, "Wuxi Yingtepai Metal Products Co., Ltd." (hereinafter referred to as "Yingte Co., Ltd."), was registered and established in Wuxi. Hou Zhongxian, Yin Keqin, Chen Mingming, Wang Biankun and Wu Xianzhong contributed 400000 yuan, 150000 yuan, 150000 yuan, 150000 yuan and 150000 yuan respectively.

It is worth mentioning that Rui Finance's Pre IPO found that Chen Mingming, who started his business with Yin Keqin, was an old colleague when he worked in Chongqing Chuanyi No. 1 Factory. Before this submission, Chen Mingming was a director and management consultant of the company. Before October 2016, he had transferred all his shares in the company to his daughter Chen Ying.

Before the submission of the form, Chen Ying was the third largest shareholder of Yingte and the second natural person shareholder of the company, with a direct shareholding ratio of 14.45%.

According to the Preliminary IPO of Rui Finance, Chen Ying failed to pay the equity transfer price as agreed when she received the shares transferred by Wu Qing, the historical shareholder of Intexpar, in August 2019, and was eventually sued by Wu Qing to the court. After two trials, the court ordered Chen Ying to pay RMB6.1811 million for equity transfer to Wu Qing and RMB842500 for overdue equity transfer. As of the submission of the statement by the British Special Mission, some of its equity transfer funds have not been paid.

In addition to Chen Mingming, there were several directors, supervisors and senior staff members of Intel Dispatch who had worked in Chongqing Chuanyi No. 1 Factory before submitting the form. Among them, Sun Lu, the current director and deputy general manager of Yingte, served successively as the employee and sales manager of Chongqing Chuanyi No. 1 Factory of Chongqing Chuanyi General Factory Co., Ltd. from March 1988 to October 2002; Yan Wei, the current director and marketing director of Yingte, has successively served as the employee and sales manager of Chongqing Chuanyi No. 1 Factory of Chongqing Chuanyi General Factory Co., Ltd. from March 1992 to January 2007; Liu Yulong, the current director, secretary of the board of directors and chief financial officer of Yingte, served as the chief financial officer of Chuanyi (603100. SH) from May 2007 to July 2015.

According to Rui Finance's Pre IPO, Chongqing Chuanyi No.1 Factory was renamed as Chongqing Chuanyi No.1 Factory of Chongqing Chuanyi General Factory Co., Ltd. in October 2006. In March 2008, Chongqing Chuanyi General Factory Co., Ltd. changed its name to "Chongqing Chuanyi Automation Co., Ltd." after completing the joint-stock transformation, and "Chongqing Chuanyi No. 1 Factory of Chongqing Chuanyi General Factory Co., Ltd." was later renamed to "Metal Functional Materials Branch of Chongqing Chuanyi Automation Co., Ltd.". In August 2014, Chongqing Chuanyi Automation Co., Ltd. was listed on the Shanghai Stock Exchange. The stock is referred to as "Chuanyi Shares" and the stock code is "603100".

2. The shareholders are all their own, and the actual controller has been questioned whether it is illegal to "hold shares temporarily"

In August 2021, Investex Co., Ltd. was changed into a joint-stock company, and the company name was changed to "Investex Platinum Co., Ltd.". One and a half years later, he submitted the prospectus on the main board of Shanghai Stock Exchange.

Before the submission of the form, Yingte Investment held 40.5% shares, Yin Keqin, the chairman and general manager, 26.3% shares, Chen Ying, the deputy director of the Safety and Environmental Protection Department, 14.45% shares, Yingbo Zhicheng, the employee shareholding platform, 3.85% shares, Cao Jianqing, the deputy general manager of Wuxi Platinum, the subsidiary, 3.03% shares, and Li Shuping, the management consultant, 1.1% shares, Yang Zhixian, Chairman of the Board of Supervisors and Head of the Technology Development Department, holds 0.78% of the shares.

In addition to holding 26.3% shares directly, Yin Keqin also indirectly controls 40.50% of the voting rights of Integrapex through Integrapex Investment (holding 53.13% shares in the company), and 10% of the voting rights of Integrapex through Integrapex Sincerity (contributing 22.32%), controlling more than half of the voting rights of Integrapex in total, and serves as the chairman and general manager of Integrapex, It has a significant impact on the resolutions of the shareholders' meeting, the board of directors and major business decisions of Investec, and is the actual controller of Investec.

In addition, Chen Ying, Huang Bo, Cao Jianqing, Li Shuping and Yang Zhixian also indirectly hold shares of Investec through Investec, and the shareholding ratios of several people in Investec are 29.19%, 7.78%, 6.11%, 2.22% and 1.57% respectively; Huang Bo, Yang Zhixian and Chen Ying also indirectly held shares through Yingbo Zhicheng.

In other words, the shareholders of Investec are all employees, directors, supervisors and senior members of the company, and there is no outsider. In its reply to the inquiry letter of Shanghai Stock Exchange, Intertek also mentioned that "for the sake of the human nature of the company, it does not want to introduce other external shareholders to interfere in the normal operation of the company".

Rui Finance's Pre IPO found that Yin Keqin had transferred 15% of his shares in Investec Limited to Hou Zhongxian in September 2003, the second year of the establishment of Investec Limited, at a price of 150000 yuan, when he reviewed the past equity change process of Investec.

In this regard, Yin Keqin explained that it was out of consideration of family and children's education that he decided to temporarily quit the company after careful consideration. At that time, it was in the initial stage of the mission. As a shareholder and major manager of the company, Yin Keqin's focus of life was still in Chongqing. His work intensity in Wuxi was so high that he had no time to take care of his family, and his children were facing the pressure of going to school.

However, only one year later, in October 2004, Yin Keqin increased his capital and became a shareholder of the British Special Mission at the price of 1 yuan/registered capital.

In addition, according to Rui Finance's Pre IPO penetrating prospectus, in November 2016, Yin Keqin received 9.26% of the equity transferred by the historical shareholders of Intel Express and "temporarily held this part of the equity". This so-called "temporary holding of equity" can not help but make people confused.

At the inquiry link, the SSE also raised questions about this and asked the British Special Mission to explain the specific reference of "temporarily holding equity", whether it violated the corresponding laws and regulations, and whether there were disputes or disputes.

According to the explanation of Investec, in November 2016, Pan Zhizhen and Li Wei quit the company for personal reasons and transferred all their shares in the company. After consensus reached by all shareholders of the Company, all shareholders of the Company can exercise the preemptive right for the equity withdrawn by Pan Zhizhen and Li Wei. Among them, Huang Bo received 1.59% of the equity, and completed the payment of equity transfer price and industrial and commercial registration of changes; Although the 0.49% equity to be transferred by Wu Qing has been changed to his name, he has failed to pay the equity transfer price subsequently, and has clearly stated that he will not transfer such equity, so the relevant equity is temporarily held by him, and he does not enjoy the rights of income, disposal, etc.

In addition, with regard to the remaining 9.26% of Pan Zhizhen's and Li Wei's proposed equity transfer, as other shareholders of Investec are not willing to accept it for the time being, and there is no corresponding funds for the time being, all shareholders have reached an agreement that the equity will be temporarily held by Yin Keqin after the first transfer, Other shareholders on the register of Intexpar can transfer such equity if they are willing and the funds are ready in the future.

Therefore, this part of equity is only temporarily registered in Yin Keqin's name. Yin Keqin does not enjoy any shareholder rights or assume any shareholder obligations on this part of equity, and Yin Keqin shall not dispose of this equity in any way or in disguised form.

At the beginning of 2018, Yingte Co., Ltd. began to plan for domestic listing at that time and planned to provide equity incentives to employees, so its shareholders' meeting decided that the remaining shareholders of the company could give priority to the transfer of part of the equity temporarily held by Yin Keqin and Wu Qing within a certain period of time. Therefore, Cao Jianqing transferred 0.67% of the shares of Yingte Limited temporarily held by Yin Keqin at that time, and paid the corresponding share transfer price to Yin Keqin.

In December 2019, Chen Ying decided to transfer the 0.49% equity of Yingte Limited temporarily held by Yin Keqin and Wu Qing. At the same time, other shareholders confirmed that they would waive the preemptive right of the remaining temporary shares under Yin Keqin and Wu Qing. In this case, Yin Keqin, as the actual controller of the company, decided to transfer the remaining 8.59% of the equity.

It should be noted that when Li Wei and Pan Zhizhen withdrew from the British Special Mission Limited, the British Special Mission Limited borrowed money from Yin Keqin, and the related loans have not been repaid to Yin Keqin. So at that time, Yin Keqin and Wu Qing temporarily held the relevant equity transfer price of Yingte Limited, which was paid by Yin Keqin to Li Wei and Pan Zhizhen by Yingte Limited, to offset their borrowings from Yin Keqin. Among them, British Mission Limited has paid 16.6796 million yuan to Li Wei and 5.5468 million yuan to Pan Zhizhen respectively in August 2016.

02

Dr. Mystery shares for free

Failure of business development, withdrawal of shares, stock disputes

It can be seen from the list of shareholders before the British Special Mission's submission that Hou Zhongxian, who had provided timely help when Yin Keqin, Chen Mingming and others started their businesses, has disappeared.

According to the prospectus reviewed by Rui Finance's Pre IPO, Hou Zhongxian withdrew from the UK Special Mission from 2006 to 2007. At that time, due to the difference between its own investment planning and the overall business development direction of the British Mission, it transferred all of its limited shares in the British Mission.

At the same time, at the time of Hou Zhongxian's equity conversion and withdrawal, Yingte Co., Ltd. also intended to introduce a doctor who was proficient in medical research and development to take a stake in order to expand the research and development and manufacturing market of pharmaceutical intermediates.

Therefore, Yingte Limited made a package arrangement at that time on Hou Zhongxian's conversion of shares and the introduction of Dr. Wu Kuangcong, who has many years of experience in research on pharmaceutical intermediates (drug precursors).

First, Yin Keqin, Chen Mingming, Wu Xianzhong, Li Wei and Wu Qing transferred their 1% equity (5% equity in total) of Yingte Limited to Wu Kuang Cong free of charge. At the same time, all other shareholders of Yingte Co., Ltd. at that time, except Hou Zhongxian, transferred 1.5% of the total equity of the company held by Hou Zhongxian according to their respective relative shareholding ratio, and then transferred such equity to Wu Kuangcong free of charge.

After the above equity structure adjustment, Hou Zhongxian still holds 29.50% of the shares of Investec Limited. At that time, all shareholders, including Wu Kuangcong, transferred their shares in accordance with their relative shareholding ratio in the company, and should carry out industrial and commercial registration according to the shareholding ratio of each shareholder after the completion of the transfer.

It is worth noting that when each shareholder finally transferred the remaining 29.5% equity held by Hou Zhongxian, the handling personnel rounded the actual shareholding ratio of each shareholder for the sake of simple registration, resulting in a certain difference between the shareholding ratio of each shareholder in the industrial and commercial registration and the actual shareholding ratio.

After the implementation of the package arrangement, Wu Kuangcong held 9.22% of shares in the British Special Mission, but the actual shareholding registered with the industry and commerce administration was 9%.

After Wu Kuangcong was introduced into the company, Intertek established Wuxi Yingte Pharmaceutical Development Co., Ltd. (later renamed "Wuxi Yingjunhao Pharmaceutical Development Co., Ltd.", hereinafter referred to as "Yingjunhao Pharmaceutical"), and Wu Kuangcong served as the general manager, who was fully responsible for the research, development and sales of pharmaceutical intermediates and the development of new pharmaceutical adjuvants.

However, due to the poor management of Yingjunhao Pharmaceutical and other reasons, Wu Kuang cong, based on his personal career planning and his family's urgent need for capital turnover, proposed to terminate the cooperation and withdraw from the British Special Mission. In December 2019, Wu Kuangcong transferred 0.59% of his shares in Yingte Limited to Li Shuping, 6.63% of his shares in Yingte Limited to Yin Keqin, and 2% of his shares in Yingte Limited to Cao Jianqing.

It should be pointed out that the equity transferred by Wu Kuang cong to Yin Keqin was due to the fact that Cao Jianqing's transfer of 0.67% of Yin Keqin's equity in February 2018 had not gone through the corresponding industrial and commercial registration of change. In order to restore such entrusted shareholding, Wu Kuang cong directly transferred 0.67% of the equity to Yin Keqin to Cao Jianqing under the direction of Yin Keqin.

In addition, it is worth mentioning that Wu Kuang cong also encountered a lot of trouble when he finally converted his shares and withdrew. Rui Finance's Pre IPO penetrated the prospectus and found that Cao Jianqing, Li Shuping and Yin Keqin did not pay the equity transfer price to Wu Kuangcong when they were assigned shares, so Wu Kuangcong sued Cao, Li and Yin.

Finally, the court ordered Cao Jianqing to pay Wu Kuangcong 2.2887 million yuan of equity transfer and 1214.26 million yuan of overdue interest, and ordered Li Shuping to pay Wu Kuangcong 505700 yuan of equity transfer and 266.77 million yuan of overdue interest, Order Yin Keqin to pay Wu Kuang cong the unpaid equity transfer amount of 5.757 million yuan and the liquidated damages calculated from November 28, 2019 to the date of actual payment at the rate of 3/10000 per day.

By the time the British Special Mission submitted the report, Li Shuping and Yin Keqin had paid all the equity transfer fees and the liquidated damages for overdue equity transfer fees awarded by the court/arbitration institution, but Cao Jianqing still had two unpaid equity transfer fees.

03

Dividends before submission exceed 300 million yuan

The actual controller bought houses with dividends

The company, which has closed down the business of pharmaceutical intermediates, still regards the R&D, production, sales and services of precious metal equipment and related materials as its main business.

From 2020 to 2022, the income of the British Special Mission will be 1.028 billion yuan, 1.415 billion yuan and 1.7 billion yuan respectively; The net profits not attributable to the parent company were 77.4241 million yuan, 84.9699 million yuan and 118 million yuan respectively.

However, in the years of rapid growth in performance, the net cash flow from the Mission's operating activities was not very stable. At the end of 2020, 2021 and 2022, the net cash flow from the business activities of the British Mission was -11.9526 million yuan, 112 million yuan and -35.1942 million yuan respectively.

It can be seen that after the sharp increase of net operating cash flow of British Mission in 2021, it will lose again at the end of 2022. The reason is that in 2022, Intexpar increased its procurement efforts, and the cash paid for goods and services in the current period increased by 99.43% year on year.

As a whole, as of the end of 2022, its cash and cash equivalents in hand were about 113 million yuan, while its short-term borrowings in the same period were 154 million yuan. In this way, the cash on hand of the British Mission cannot cover short-term liabilities at all.

It is worth mentioning that during this IPO, Intexpar also plans to use 300 million yuan of raised funds to supplement the company's working capital. However, Rui Finance's Pre IPO found that in 2020, 2021 and 2022, the British Special Mission had carried out large dividends. Among them, the dividend in 2020 was 293 million yuan, 3.78 times of the net profit not attributable to the parent company deducted in that year; In 2021, the dividend will be 35 million yuan, accounting for 41.19% of the net profit not attributable to the parent company in that year; The dividend in 2022 is 23.4 million yuan, which is 19.81% of the net profit not attributable to the parent company in that year.

In the inquiry session, Shanghai Stock Exchange also mentioned the large dividend situation of British Mission, requiring it to list the main destination of the large dividend by subject, the specific situation of the corresponding financial investment and the investment direction of the related financial investment, whether there is any situation directly or indirectly involving the company's customers, suppliers, and related parties and the reasons.

The Preliminary IPO of Rui Finance and Economics found in the reply of Yingte that Yin Keqin, the controller of Yingte, received dividends of 3.3474 million yuan, 10.3975 million yuan and 4.9235 million yuan in 2021, 2022 and the first half of 2023, respectively. Among them, Interpetro transferred the dividend to his wife for the purchase of financial products. In addition, he also paid a dividend of 3.0054 million yuan to buy a French auction house.

More than a month after Intertek replied to the inquiry of the Shanghai Stock Exchange, the CSRC issued a new policy, which clearly stated that "we should pay close attention to whether there is a sudden" clearance "dividend distribution before listing of enterprises to be listed, take strict precautions against strict investigation, and implement responsible list management". Another month later, Integra withdrew its listing application on its own initiative.

04

A total of 775 million yuan of loans from suppliers in three years

Provide customers with a credit channel of 4.1 billion yuan

Rui Finance's Pre IPO found that there was a large difference between the net cash flow from operating activities and the net profit of Yingte, and the difference between the net cash flow from operating activities and the net profit of each period was RMB - 213 million, RMB 22.7499 million and RMB - 139 million, respectively.

Among them, the large difference between the net cash flow from operating activities and the net profit in 2020 is not only related to the large increase of inventory, but also affected by the fair value change profit and loss of a large amount generated by participating in the directional issuance of Yuntianhua and investing in international composite materials through Yunxi Fund.

It is reported that in 2018, Intertek, as a limited partner, subscribed for part of the partnership shares of Yunxi Fund, and Yunxi Fund made targeted investment in international composite materials.

By the end of 2022, Yunxi Fund held 15.09% of the shares of International Composite Materials, and Yingte held 17.28% of the partnership shares of Yunxi Fund. Therefore, Intertek indirectly held 2.61% of the shares of International Composite Materials. It is worth noting that, in each period of the report period, international composite materials are among the top five customers of INTEL. In 2022, International Composites will be the fourth largest supplier of British Mission.

In the prospectus, Intexpar frankly said that if the international composite material business situation of Yunxi Fund's investment and participation changes, the fair value of other non current financial assets held by the company will also change accordingly, which will have a negative impact on the stability of the company's operating performance.

At the inquiry link of the Shanghai Stock Exchange, the British Special Mission was asked to explain whether the subscription of some shares of Yunxi Fund and the targeted investment of Yunxi Fund in international composites were a package arrangement, and whether there were other interest arrangements between the parties on targeted investment matters and the cooperation between the company and international composites; Explain whether the company indirectly holds the customer's equity, whether there are prepaid costs, extracorporeal capital circulation or other benefit arrangements with customers.

Intertek replied that the company's investment in international composites through Yunxi Fund is a market-oriented investment arrangement, which has no special impact on the business cooperation between the company and international composites. There are no other interest arrangements between the parties on targeted investment matters and the cooperation between the company and international composites. There is no advance cost, extracorporeal capital circulation or other benefit arrangement between the Company and International Composite.

However, the content disclosed in the prospectus is different from the reply of the British Mission. In 2020 and 2021, Intertek has obtained bank loans of 225 million yuan and 50 million yuan respectively through international composites. The specific operation method is that the bank will pay the loan of the British Mission to International Composite Materials according to the instructions of the British Mission. International Composite Materials will transfer the corresponding funds to the British Mission for use, and the British Mission will repay the loan and interest to the bank.

In addition to international composite materials, there are also Intel metal and all silver trade on loan for the British Mission. Strangely, Intexpar Metal is actually a subsidiary of Intexpar, but Intexpar Metal, All Silver Trading and International Composite Materials are all company suppliers when it discloses the refinancing situation.

In 2020, 2021 and 2022, Intertek will also provide an account channel for bank loan funds of 2.545 billion yuan, 1.377 billion yuan and 217 million yuan, respectively.

Appendix: List of Intermediaries for the Listing and Issuance of British Depository Trust

Sponsor and lead underwriter: Huaying Securities Co., Ltd

Lawyer of the Issuer: Shanghai Jintiancheng Law Firm

Audit institution: Zhonghui Certified Public Accountants (Special General Partnership)

Assessment organization: Tianyuan Assets Appraisal Co., Ltd