Wen/Rui Finance Sun Subo

"Since you can't go inside the watch, go outside the watch."

"The president of your bank, the president of our trust company, there is no Jinshan that can not be defeated by the strong alliance."

Recently, two lines from the popular TV play "City in the City" have become popular. "On balance sheet" and "off balance sheet" make many non-financial people feel the power of trust "universal license". However, in recent years, trust thunderstorms have also occurred frequently.

According to incomplete statistics of disclosed information, in 2023 alone, the scale of breach of trust products disclosed in the market will reach 70.605 billion yuan.

Chang'an International Trust Co., Ltd. (hereinafter referred to as "Chang'an Trust"), located in the ancient city of Xi'an, is one of many trust companies that have been thunderstruck. Some investors said that by January 2024, Chang'an Trust had defaulted on about 40 projects, involving more than 6000 investors, and the longest time of default had been more than 3 years.

On the eve of the Lunar New Year in 2024, hundreds of overdue investors of Chang'an Trust gathered at the headquarters of Chang'an Trust, ready to seek solutions for dozens of overdue projects from Du Yanxiu, Chairman of Chang'an Trust.

The investors who came to the scene were many old people with white hair and faltering steps. In fact, many listed enterprises and enterprises to be listed, and enterprises listed on the NEEQ are also involved in Lei Chang'an Trust Moore shares (833334. NQ) is one of them.

In May 2023, Moore Shares submitted a prospectus at the Beijing Stock Exchange, and plans to raise 163 million yuan to occupy a place in A-shares. It can be found from the prospectus that Moore shares, who are keen to buy financial products, once purchased the principal trust financial products of 3 million yuan from Chang'an Trust, which are now due but not cashed.

In fact, the actual controller, directors, supervisors and senior executives of Moore shares are also very interested in financing. From 2020 to 2022, Moore's shares had a total dividend of 45 million yuan, and the controller, most directors, supervisors and senior executives had used part of the dividend for investment and financing.

In addition, Han Yong, the actual controller of Moore, used the dividend to buy a house for his son and support his daily consumption.

01. Withdrawal of technical consultant

Suspected employee stock holding platform receiving

1. Independent portal of CNPC veteran, who used undistributed profits to increase capital but failed to pay individual income tax

In September 1984, Han Yong, 21, entered the PetroChina Pipe Research Institute worked until July 2005. In addition to the postgraduates who studied for a doctorate in petroleum engineering at Southwest Petroleum University from September 1997 to February 2001, Han Yong has devoted his 18 years of youth to PetroChina.

Han Yong was 42 years old when he left PetroChina. Before leaving, he was engaged in scientific research at the Changqing postdoctoral workstation of CNPC.

Han Yong, a middle-aged man, decided to start his own business after leaving PetroChina. He chose the oil track he was familiar with. In September 2005, Han Yong, together with Zhao Guoxian and Zhang Guozheng, who also worked in units under PetroChina, and two other natural persons, Cai Yaxi and Lu Yuezhen, jointly contributed 500000 yuan to establish the predecessor of Moore's shares, "Xi'an Moore Petroleum Engineering Laboratory".

When it was first established, Xi'an Moore Petroleum Engineering Laboratory was a joint-stock cooperative enterprise. Han Yong, Zhao Guoxian, Zhang Guozheng, Cai Yaxi and Lu Yuezhen held 40%, 20%, 20%, 10% and 10% shares respectively.

In December 2011, Xi'an Moore Petroleum Engineering Laboratory was transformed from a joint-stock cooperative enterprise into a limited company, and the company name was changed to "Xi'an Moore Petroleum Engineering Laboratory Co., Ltd." (hereinafter referred to as "Moore Co., Ltd."). At that time, Han Yong, Zhao Guoxian, Zhang Guozheng, Luo Weiguo and Guan Ping (wife of Han Yong) held 68.5%, 11%, 11%, 8.5% and 1% shares in the company.

It should be pointed out that during the overall restructuring of the joint-stock cooperative enterprise into a limited company, the registered capital of Moore Co., Ltd. increased from 10 million yuan to 30 million yuan. There was an increase in registered capital from undistributed profits. Han Yong, Zhao Guoxian, Zhang Guozheng, Luo Weiguo, Guan Ping and other five shareholders failed to fulfill their obligations to pay individual income tax.

2. Institutional shareholders are held by multiple employees but not designated as "employee shareholding platform"

In May 2015, in preparation for the listing of the New Third Board, Moore Co., Ltd. was restructured as a joint stock company, and the company name was also changed to "Xi'an Moore Petroleum Engineering Laboratory Co., Ltd.".

Three months after becoming a limited liability company, on August 13, 2015, Moore's shares were officially listed and publicly transferred in the national stock transfer system, with the code of "833334" and the securities referred to as "Moore's shares".

It is worth noting that at the time of listing on the NEEQ, Moore's shares had no external shareholders, and all shareholders were directors, supervisors Gao Cheng Lv Xianghong, member and technical consultant.

However, before this submission, Lv Xianghong was no longer on the list of shareholders. Rui Finance found in its Pre IPO that it replaced Lu Xianghong as a shareholder or was Xi'an Yingjie Zhonghui Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Yingjie Zhonghui").

According to the statement of Moore's share conversion, as early as March 2007, Lv Xianghong joined Moore's as the technical consultant of Xi'an Moore Petroleum Engineering Laboratory.

In April 2008, Lv Xianghong made an additional investment of 450000 yuan to Xi'an Moore Petroleum Engineering Laboratory, but at that time he and six other people paid the investment to Han Yong. Until January 2015, before Moore's shares were listed on the NEEQ, seven talents including Lv Xianghong and Han Yong had terminated the agency holding relationship.

Moore shares did not disclose whether Lv Xianghong had any subsequent capital increase or withdrawal in the prospectus and the share conversion letter. According to Tianyan's review of Rui Finance's Pre IPO, in May 2017, Lv Xianghong added 252000 yuan to Moore's shares, and the subscribed capital became 702000 yuan. However, in March 2022, the Tianyan search could not reveal the shareholding of Lv Xianghong.

At the same time, a company named "Southwest Yingjie Zhonghui Energy Service Partnership (Limited Partnership)" showed on Tianyancha that "the amount of subscription for the first equity participation in Moore shares was the same as Lv Xianghong's previous subscription of 702000 yuan". However, Southwest Yingjie Zhonghui Energy Service Partnership (Limited Partnership) could not find the company information on Tianyan Query, and whether it was Yingjie Zhonghui or not should draw a question mark.

In December 2021, Moore shares had a private placement, and 33 core employees of the company subscribed 2.85 million Moore shares at a price of 3.8 yuan per share. On March 8, 2022, Moore's shares disclosed the Report on the Directional Issuance of Shares (Self issued), which mentioned that the shareholders of Moore's shares before the directional issuance included Yingjie Zhonghui Southwest Yingjie Zhonghui Energy Service Partnership (Limited Partnership), with 702000 shares.

In addition, according to the Preliminary IPO of Rui Finance, the five partners of Yingjie Zhonghui are all related to Moore shares. Among them, Zhang Chunwan, director of Moore, is the executive partner of Yingjie Zhonghui, holding 20% of the shares; Shang Hanqing and Zhou Jianxiu, supervisors of Moore, and Wei Lin and Hui Chao, core employees, all hold 20% of the shares. However, in the prospectus, Yingjie Zhonghui was not listed as the employee stock holding platform of Moore Shares.

It should be noted that Lv Xianghong started teaching at the School of Materials Science and Engineering of Xi'an Petroleum University when he joined Moore in March 2007. Up to now, he is still a professor in the School of Materials Science and Engineering of Xi'an Petroleum University.

02. Four college professors of shareholder departments were questioned

One of them resigned from the leadership position one month after submitting the form

Rui Finance's Pre IPO penetrated the prospectus and found that in addition to Lv Xianghong, the former technical consultant, who is a professor of Xi'an Petroleum University, there were four other people who had part-time jobs and invested in colleges and universities before Moore's submission, including Zhao Guoxian, Zhang Jianbing, Xue Jijun and Zhang Jun.

Among them, Director Zhao Guoxian is a professor of School of Materials Science and Engineering, Xi'an Petroleum University, and holds 16.24% of Moore's shares; Zhang Jianbing, former director, is a professor of Xi'an Petroleum University and vice president of the College of Mechanical Engineering, holding 5.77% of Moore's shares; Xue Jijun, assistant to the general manager, is an associate professor of Xi'an Petroleum University and holds 3.6% of Moore's shares; Zhang Junfa, the core technician, is an associate professor of Xi'an Petroleum University and holds 0.1% of Moore's shares.

As for the fact that there are still part-time jobs and investments for college staff, Beijing Jiaotong University also questioned Moore Shares in its inquiry, asking them to explain whether Zhao Guoxian, Zhang Jianbing, Xue Jijun and Zhang Jun are party leaders of their colleges.

On August 5, 2023, nearly two months after receiving the inquiry letter, Moore Shares replied to the Beijing Stock Exchange, saying that Zhang Jianbing was a professor of Xi'an Petroleum University, vice president of the School of Mechanical Engineering, and a party member and leading cadre of the School of Mechanical Engineering. However, according to Moore Shares, Zhang Jianbing submitted his resignation application in June 2023, that is, the month when he received the inquiry letter. He resigned as the vice president of the School of Mechanical Engineering of Xi'an Petroleum University for personal reasons. After the resignation procedures are completed, he no longer belongs to the party leadership department of the university.

Moore shares said that Zhang Jianbing obtained shares in the company in December 2014, served as the vice president of the School of Mechanical Engineering of Xi'an Petroleum University in December 2018, and resigned as a director of the company in the same month, in line with the relevant provisions of the Organization Department of the Central Committee and the Ministry of Education on the investment and part-time work of party leaders in enterprises.

Before the submission, in addition to Zhao Guoxian, Zhang Jianbing, Xue Jijun, and Zhang Jun, the major shareholders of Moore's shares also include Han Yong, Liu Feng, Xue Jijun, Duan Yingru, Yingjie Zhonghui, Zhang Chunwan, Shang Hanqing, Wei Lin, Huichao, Fan Zhaobin, and Wang Shuanglai, with shareholding ratios of 49.47%, 4.27%, 3.6%, 2.01%, 1.41%, 0.14%, 0.14%, 0.14%, 0.14%, 0.14%, 0.14%, 0.14%, 0.14%, and 0.14%, respectively.

03. Compliance of order acquisition and authenticity of performance growth are questioned by regulators

Relying on the years of work and research experience of Han Yong and others in the oil field, Moore's business focuses on the inspection and testing, quality control and related professional technical services of materials and product equipment in the oil, natural gas, aerospace and other industries.

From 2020 to 2023, the operating revenue of Moore's shares will be 83.9957 million yuan, 96.7799 million yuan, 116 million yuan and 147 million yuan respectively; The net profits not attributable to the parent company were 20881500 yuan, 22492700 yuan, 25402400 yuan and 37006200 yuan respectively.

It can be seen that from 2020 to 2023, the operating income of Moore's shares will increase year by year, and the annual growth rates in 2021, 2022 and 2023 will be 15.22%, 28.13% and 29.81% respectively.

Rui Finance's Pre IPO penetrates the prospectus and finds that, except for sample testing business, the income of Moore shares is recognized by the output method.

In this regard, Beijiao Stock Exchange questioned the rationality and authenticity of the performance growth of Moore Shares in the inquiry link, requiring Moore Shares to specifically recognize the part of revenue according to the output method, settle and recognize the amount and proportion of revenue in strict accordance with the contract, and the amount and proportion of revenue not settled in accordance with the contract or settled in an irregular cycle.

According to the disclosure of Moore Shares, among the revenue recognized by the output method, the proportion of non fixed cycle settlement in each period is more than 80%, and the proportion of non fixed cycle settlement in 2021-2023 accounts for 7.03%, 3.01% and 1.86% respectively.

Moore shares explained that some customers failed to settle according to the agreed period in the contract, mainly because of the delay in settlement caused by some customers' approval process, capital planning and other reasons; Some customers settle accounts with the company at irregular periods, mainly because the settlement period is not agreed in the contract, and periodic settlement is carried out according to the actual quality control business and on-site inspection.

Moore shares said that the clients of income items recognized by the company's output method are mainly large state-owned enterprises, accounting for 89.58%, 92.64% and 85.25% of the income recognized by the output method, respectively. Its internal management is standardized and has strict acceptance procedures. It does not cooperate with the company to issue settlement documents.

According to Rui Finance's Pre IPO, the main customers of Moore's shares are SINOPEC (China Petrochemical Corporation , PetroChina, CNOOC and customers in aerospace.

From 2020 to 2022 (hereinafter referred to as the "reporting period"), the sales amount of Moore's shares to the top five customers was 63.1530 million yuan, 69.7937 million yuan and 86.0281 million yuan, respectively, accounting for 75.19%, 72.12% and 74.25% of the operating revenue, with a high degree of customer concentration.

In each reporting period, the bid winning rate of Moore shares was 42.11%, 40.71% and 30.7%. However, it is worth noting that in 2021 and 2022, the bid winning rate of Moore's main competitors did not exceed 15%.

In addition, during the reporting period, Moore's shares failed to perform bidding procedures to obtain orders from state-owned enterprise customers with sales revenue of more than 1 million yuan. According to the relevant laws and regulations, for the procurement of survey, design, supervision and other services of projects wholly or partially invested with state-owned funds or financed by the state, the estimated price of a single contract is more than 1 million yuan, and bidding must be conducted.

Beijing Stock Exchange also raised questions about the compliance of order acquisition. Moore shares are required to specify the reasons for the failure to perform the bidding procedures, whether there is failure to perform the bidding procedures that should be performed, whether there is commercial bribery, unfair competition and the impact on the company's business.

In addition, the Beijing Stock Exchange also specifically mentioned that Moore's shares need to further explain whether there is any use of the company's personnel, technology or testing equipment, and the use of the original employment relationship to obtain orders and the sustainability of order acquisition in combination with the acquisition of CNPC's order projects, the winning rate and the differences with major competitors.

It is reported that from 2020 to 2022, China National Petroleum Corporation and its subsidiaries are the largest customers of Moore's shares, accounting for 45.36%, 34.05% and 27.2% of the revenue respectively in each period. At the same time, Han Yong, the actual controller of Moore, and Zhang Guozheng, Zhao Guoxian, Liu Feng, Li Wei, and Lv Shuanlu, among the directors, supervisors, senior executives, core technicians and R&D personnel, once worked in the Petroleum Pipe Research Institute of CNPC.

In reply to the inquiry letter from Beijing Stock Exchange, Moore Shares said that Han Yong and others are not currently working in the Institute of Petroleum Tubing Materials. They have left the Institute of Petroleum Tubing Materials for more than 15 years and are not the main leader or person in charge of the unit. Their employment experience will not have a substantial impact on customers' purchase decisions and bidding processes, It cannot play a decisive role in obtaining the company's business orders.

In addition, according to the disclosure of Moore Shares, the main reason why many of its orders failed to perform the bidding procedures was that its orders were not the procurement scope of survey, design, construction, supervision, and important equipment and materials related to project construction required by the Bidding Law and relevant laws and regulations.

04. Dividends over 45 million in three years

The actual controller used the dividend to buy a house for his son

From 2020 to 2022, Moore's shares distributed cash dividends of 10.998 million yuan, 21.996 million yuan and 12.0153 million yuan respectively, totaling 450093 million yuan in three years. According to the 49.47% shareholding ratio before the actual controller Han Yong submitted the statement, he took 22.2661 million yuan in three years.

As for the large dividends of Moore's shares, the Beijing Stock Exchange also asked Moore's shares to explain whether there were major abnormalities in the main capital flow or use of the dividends received by the controlling shareholders, actual controllers, directors and supervisors.

It can be found from the reply of Moore Shares that Han Yong's dividend is mainly retained in securities accounts, investment and financing, relatives and friends, and a small amount of personal loans. Among them, investment and wealth management is mainly to handle call deposit business; The subsequent use in the relationship between relatives and friends is mainly the investment and financing of the lover's account, insurance purchase expenses, and the son's family's house purchase, daily consumption and other expenses; A small amount of personal borrowing is used to borrow from relatives for asset expenditure such as house purchase.

Other directors, supervisors and senior members also spent most of the dividends on purchasing wealth management products and household daily living expenses.

In response to the inquiry, Moore shares said that the company has stable and sustainable profitability and can repay shareholders' long-term support for the company through cash dividends.

It should be pointed out that on March 15 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 is a situation of" clearance type "dividend distribution before listing of enterprises to be listed, strictly prevent and investigate, and implement responsible list type management".

After the release of the new policy, many enterprises attracted regulatory inquiries and public opinion attention due to the "clearance dividend", and many companies chose to voluntarily withdraw their applications.

05. Stepping on the thunder to see the sea system

3 million trust products or floating

It can be found from the dividend fund flow of directors, supervisors and senior executives of Moore Stock that investment and financing are the ideal choice for everyone.

During the reporting period, Moore's shares also used some idle funds to purchase trust wealth management products, so as to improve the efficiency of capital use and obtain capital investment income.

By the end of 2022, the amount of trading financial assets of Moore shares was 15.8606 million yuan. Among them, the amount of bank financial products is 12.8535 million yuan, and the amount of trust financial products is 3.0071 million yuan.

According to the Preliminary IPO of Rui Finance, the trust financial product of Moore shares is "Changanning Lanhai Investment Equity Earnings Right Buying and Resale Collective Fund Trust Plan", which expires on May 12, 2023. At present, the trust financial product is in the state of overdue payment. The trustee of the trust plan, Chang'an International Trust Co., Ltd., has announced that the pledge is awaiting judicial disposal, and the trust plan is expected to be postponed for 12 months.

Moore shares frankly said that if there are obstacles to the realization of the trust property of the trust plan or the disposal value of the pledge cannot cover the existing scale of the trust plan, the company's trust financial products may not be fully recovered.

It is reported that Shanghai Lanhai Investment Co., Ltd. is the financier of the "Chang'an Ning · Lanhai Investment Equity Earnings Right Purchase and Redemption of Collective Funds Trust Plan", with an issuance scale of 800 million, a term of 18 months, a loan starting date of November 2021 and a maturity date of May 2023.

Shanghai Lanhai Investment Co., Ltd. is a wholly-owned subsidiary of Lanhai Holding Group Co., Ltd. The legal representative and actual controller are Mi Chunlei, the husband of the well-known host Dong Qing.

At the beginning of 2022, Michunlei was lost. Later, on January 29, Lanhai Medical Industry Investment Co., Ltd. (hereinafter referred to as "Lanhai Medical") announced that it had recently received the letter of authorization issued by the chairman of the board, Mi Chunlei, authorizing the company's director Ni Xiaowei to perform the duties of the chairman of the board.

In June 2022, Mi Chunlei, who lost contact for half a year, returned to the public's view again. He and his listed company, Haiyi (600896. SH), were punished by the CSRC. Because they failed to disclose the information about the related party's fund occupation and the related party's creditor's rights were not recovered as required, Hainan Regulatory Bureau decided to take administrative supervision measures to issue a warning letter to the company and Mi Chunlei, etc, And recorded in the integrity information database of the capital market.

According to the China Execution Information Disclosure Network, as of June 2022, Michunlei, Shanghai Lanhai Investment Co., Ltd. and Lanhai Holding (Group) Co., Ltd. were listed as the persons to be executed by the Shanghai Financial Court, and the size of the execution target was 719 million yuan.

Appendix: List of Intermediaries for the Listing and Issuance of Moore's Shares

Sponsor and underwriter: Tianfeng Securities limited company

Law firm: Shanghai Jintiancheng Law Firm

Certified Public Accountants: China Audit Asia Pacific Certified Public Accountants (Special General Partnership)