777casinofreespins| Shanyuan Technology: It has been involved in the pension business but has not been suspected of acquiring a loss-making company or "exchanging" the service shares of the original shareholders

Cauchy / author Xiao Zhi Xizhou Yingwei / risk Control in the Southern Capital Center of Jin Zheng Research

On April 12, 2024, the Shenzhen Stock Exchange issued the rules for the examination and approval of Stock issuance and listing of Shenzhen Stock Exchange (revised draft for soliciting opinions in 2024). It is proposed that the gem should deeply implement the innovation-driven development strategy, adapt to the general trend of relying more on innovation, creation and creativity, and mainly serve growing innovative start-up enterprises. support the deep integration of traditional industries and new technologies, new industries, new business type and new models.

Shanghai Shanyuan Electronic Technology Co., Ltd. (hereinafter referred to as "Shanyuan Technology"), which hit the listing of gem, has expanded its product line twice since its establishment to 2020, during which it has been involved in the field of pension services. In 2022, Shanyuan Technology participated in the establishment of a shareholding company, which had planned to develop a carbon sequestration trading business, but was later cancelled because of an uncertain future.

Not only that, Shanyuan Technology said that its main products are combined with mine 5G technology, representing innovative creativity and other features. However, the application of 5G technology in the intelligent mining industry is in the initial stage, and the wide application in the industry or there are many problems to be solved. In addition, the package deal between Shanyuan Technology and its subsidiary shareholder Liu Bibo and his team is also worthy of attention, in which Shanyuan Technology acquires a loss-making company or "in exchange" for the services of its original shareholders, and the issue of share payment of Shanyuan Technology has been questioned in two rounds.

First, he has been involved in the business of providing for the aged, but he has not covered it. He has invested in the establishment of a carbon sequestration trading company and cancelled it because of the uncertain future.

On April 12, 2024, the State Council issued some opinions of the State Council on strengthening supervision, preventing risks and promoting the high-quality development of the capital market, proposing to strengthen the supervision of information disclosure and corporate governance.

Looking back in history, from its establishment to 2020, the main business of Shanyuan Technology has expanded its product line twice, during which it has been involved in the field of old-age services but has not been covered.

one777casinofreespins.1 the prospectus revealed that Shanyuan Technology was engaged in power supply monitoring products in its initial stage, and two main business expansions took place from 2008 to 2020.

According to the prospectus signed by Shanyuan Technology on March 6, 2024 (hereinafter referred to as "the prospectus signed on March 6, 2024"), Shanyuan Technology's main business is engaged in the R & D, production, sales and service of intelligent mine information communications, power supply management and guarantee, visual monitoring and other products and systems, and can provide comprehensive solutions such as planning and design, system delivery, operation and maintenance optimization for customers in mining and other fields.

Looking back in history, since its inception in 2001, the main business has experienced three stages of evolution. From 2001 to 2007, Shanyuan Technology focused on power supply monitoring products; from 2008 to 2019, Shanyuan Technology established new information and communication product lines with a variety of products; from 2020 to the date of signing of the prospectus, Shanyuan Technology actively participated in the construction of 5G + intelligent mines to achieve great-leap-forward development.

In other words, from 2020, Shanyuan Science and Technology began to use 5G and other new generation of information technology to enable the intelligent construction of domestic mines.

Historically, Shanyuan Technology has also been engaged in other businesses.

1.2 the new third board annual report revealed that Shanyuan technology business once involved home care for the aged and intelligent community, and its operating income dropped to zero in 2018.

According to the reply to the second round of examination and inquiry letter on the application documents for the initial public offering of shares of Shanghai Shanyuan Electronic Technology Co., Ltd. (hereinafter referred to as "the second round of inquiry reply") signed on March 6, 2024, the Shenzhen Stock Exchange is concerned that from 2020 to 2022 and from January to June in 2023, Shanyuan Technology achieved a total income of 6.9748 million yuan in non-coal areas (non-coal mines, chemical industry, etc.). Shanyuan Science and Technology is required to explain the reasons for the small scale of orders and revenue in the non-coal mining sector except for the above-mentioned non-coal projects in 2021.

In response, Shanyuan Technology replied that in view of the particularity of the coal mine environment, the development of business in the field of coal mine intelligence requires intelligent mine system and solution suppliers to cultivate the industry for a long time and accumulate experience, technology, customer resources, and so on. Therefore, since its establishment in 2001, Shanyuan Science and Technology has focused on the intelligent construction of coal mines.

It should be pointed out that the main business of Shanyuan Technology has also involved businesses other than coal mine intelligence.

According to the prospectus signed on March 6, 2024, Shanyuan Technology shares have been publicly transferred in the stock conversion system since January 20, 2015. As of March 4, 2021, Shanyuan Technology will cease to be listed.

According to the public transfer manual of Shanyuan Technology, which was signed on December 8, 2014, Shanyuan Technology belonged to the coal mine safety monitoring industry at that time, mainly engaged in the research and development, production, sales and related technical services of coal mine power grid monitoring and protection system, dispatching communication system, information products, information mining lamp and portable individual command system.

According to the 2014 report of Shanyuan Technology, Shanyuan Technology is a provider of safety monitoring and monitoring products and services for coal mines and non-coal mines. The main products are coal mine integrated automation system composed of mine power grid intelligent protection system, mine integrated dispatching and communication system, information lamp and portable individual command system and related information products.

In other words, in 2014, Shanyuan Technology was still a supplier of mine-related safety supervision products.

It is worth noting that since 2015, the main business of Shanyuan Technology has appeared "new content".

According to the 2015 Shanyuan Science and Technology report, in July 2015, Shanyuan Technology Investment established a holding subsidiary Shanghai Huijia Health Management Co., Ltd. (hereinafter referred to as "Shanghai Huijia"); in December 2015, it introduced a new strategic partner, Jin Chunlei. Jin Chunlei has been engaged in the pension industry for more than a decade and manages six nursing homes. The joining of Jin Chunlei will open a new mode of operation for the aged at home.

The main business of Shanyuan Technology is also synchronously divided into two directions, one is engaged in software development, information transmission and other technologies, serving coal mines and other industrial fields, providing customers with automation solutions, safety monitoring and other products. The second is to apply the information service technology in the industrial field to the community and family to create a new model of home-based pension service and intelligent community.

At the same time, Shanyuan Science and Technology registered trademark "Huijia pension", the subsidiary is responsible for the technical support of the pension business direction and project planning. In 2015, Shanyuan Technology established a holding subsidiary, Shanghai Huijia, to carry out home-based pension service operations in Beijing, Shanghai and other first-tier cities.

According to the 2015 report of Shanyuan Science and Technology, among the business income of Shanyuan Science and Technology, the income of products related to "pension and smart community" is 2.8431 million yuan, accounting for 3.6% of the business income.

According to the 2015 report of Shanyuan Science and Technology, due to the continuous decline in coal demand and price, Shanyuan Science and Technology is facing a disadvantageous situation in the field of mine safety monitoring and mine automation in 2015. In order to cope with the current situation of declining income and investment in the coal industry, continue to promote business transformation and promote sustainable development, Shanyuan Technology has gone through a large number of industry market research and research and analysis, decided to apply industrial information technology to the field of home-based pension and intelligent community service.

At the same time, Shanyuan Technology plans to continue to transform into new business areas in 2016, reducing its dependence on the traditional coal industry and improving its overall anti-risk capability.

In other words, in 2015, in order to reduce its dependence on the traditional coal industry, Shanyuan Technology plans to enter the field of home-based pension and intelligent community service.

According to the Shanyuan Science and Technology 2016 report, the main product lines of Shanyuan Science and Technology include mine power grid intelligent protection system, mine intelligent integrated dispatching and communication system, information lamp, portable individual command system and related information products. Integrated automation system of coal mine, universal health products and services for special people in coal mines.

Among them, the inclusive health products and services launched for special people in coal mines refer to the development of health platforms and related products aimed at the health status of special industry groups, which collect health data of personnel, store and form health files big data, and provide users with services related to recuperation, recuperation, health goods, and so on.

Compared with the introduction of the main business in the 2015 newspaper, it is not difficult to find that "health service business for special people such as coal mines" is the "home pension business" developed by Shanyuan Science and Technology Plan.

According to the 2017 Shanyuan Science and Technology report, in 2017, Shanyuan Technology's business model is to use software, Internet of things, production data analysis, information transmission, safety monitoring and other technologies to develop, produce and sell mining information security products to serve industrial customers such as coal mines.

At that time, the main products of Shanyuan Technology included mine power grid intelligent protection system, mine intelligent integrated dispatching communication system, cloud maintenance fusion linkage platform based on mine safety monitoring system, and coal mine integrated automation system composed of related information products.

At the same time, in 2017, Shanyuan Technology achieved 1.0966 million yuan in revenue from pension and smart community projects, accounting for 1.73% of the business income.

It should be noted that in that year, that is, 2017, the income from Shanyuan Technology's pension and smart community projects was also included in the main business income.

According to the 2018 Shanyuan Science and Technology report, the business model of Shanyuan Science and Technology is777casinofreespinsThe use of software, Internet of things, production data analysis, information transmission, safety monitoring and other technologies, research and development, production and sales of mining information and mine safety products. The main types of customers are all kinds of coal mining enterprises. In the annual operating income, the operating income of the pension project dropped to 0 yuan.

That is, in 2018, the pension project of Shanyuan Technology achieved zero income, does it mean that the development of the business is not smooth?

1.3 in this listing, Shanyuan's prospectus does not mention the above-mentioned home pension and smart community business.

It should be pointed out that this listing, Shanyuan Technology's prospectus does not mention the above pension business.

According to the prospectus signed on March 6th, 2008-2019, the evolution of the main business, main products or services and main business models of Shanyuan Technology only mentioned the establishment of information and communication product lines to provide mine customers with a variety of integrated information and communication solutions, including wired, wireless, broadcasting, video and emergency communication scheduling.

And after the "Jinzheng Research" South Capital Center inquired about the prospectus and other announcement documents, no information about "living at home for the aged" or "intelligent community" was found.

1.4 in 2022, the carbon sequestration trading company was established jointly with the actual controller, and the following year the participating company was cancelled due to uncertain prospects.

According to the prospectus signed on March 6, 2024, Shanghai Bismai carbon sinks Information Technology Co., Ltd. (hereinafter referred to as "Bismai") was established on November 18, 2022. The holding party is the daughter of Jing Jie and Jing Weitao, the husband and wife of Shanyuan Technology. 60%; other shareholders include Shanyuan Technology and so on.

And Bismai plans to carry out carbon sequestration trading business. However, due to the uncertain business prospect, specific business is not expected to be carried out in the short and medium term. In order to save operation and management costs, Bishmai made a shareholders' meeting resolution on July 31, 2023, and all shareholders agreed to its dissolution and cancellation. There has been no change in equity since its inception, nor has it actually conducted business.

In other words, from 2020 to 2022 and from January to June 2023, the relatives of the controller of Shanyuan Technology had set up a company to plan to carry out carbon sequestration trading business, and Shanyuan Technology was also involved. In contrast, carbon sequestration trading may not be related to the main business of Shanyuan Technology.

So far, it is not difficult to find that the prospectus signed on March 6, 2024 reveals that from its establishment to 2020, Shanyuan Technology has expanded its main business twice, from focusing on power supply monitoring products in the start-up period, to the establishment of a new information and communications product line in the main business, and to participate in the construction of 5G+ intelligent mines from 2020. According to the new third board annual report, Shanyuan Technology has also laid out the areas of home-based pension and smart community since 2015, and the business may not continue to develop by 2018, but the prospectus does not mention the business.

In 2022, Shanyuan Technology participated in the investment to set up a shareholding company, which also planned to develop carbon sequestration trading business, but ended up with an uncertain future. It can be seen that since its establishment, Shanyuan Technology has expanded its product line many times, during which the pension service business or "halberd". And this listing, Shanyuan Technology on the layout of its pension services, or selective disclosure.

Second, behind the claim that 5G innovative products are in line with gem positioning, the application of mine 5G technology is still in its infancy.

On March 15, 2024, the CSRC issued the opinions on strict access to issuance and listing to improve the quality of listed companies from the source (for trial implementation), pointing out that the gem puts more emphasis on anti-risk ability and growth requirements. Support growth innovative and entrepreneurial enterprises with development potential.

In contrast, Shanyuan Technology, during the reporting period, put forward the concept of 5G + industrial Internet, but the mine 5G technology has not been popularized and applied on a large scale.

2.1 integrate 5G concept with main business, claiming that 5G innovative products are in line with gem positioning.

According to the prospectus signed on March 6, 2024, the future strategic goal of Shanyuan Science and Technology shows that it will enrich the mine 5G + industrial Internet application scene in the future, based on the project experience and technical level accumulated in the 5G + intelligent mine construction field, it will further enrich the 5G technology application scene in the mine.

It is not difficult to see that the in-depth application of 5G technology in the mine service field is an important part of the future strategic planning of Shanyuan Science and Technology.

And 5G innovative products are also the basis on which Shanyuan Technology claims to be in line with the positioning of the gem's "three creations and four new" plates.

According to the prospectus signed on March 6, 2024, Shanyuan Technology continues to launch innovative products in the fields of mine information and communications, power supply control and protection, and visual monitoring. Among them, in the information and communication business, we carry out the research and development of mine 5G products and participate in the construction of several 5G intelligent mine projects; in the visual monitoring project, the Shanyuan Science and Technology Intelligent Mine Visual Monitoring system is a new generation of information technology, such as 5G and artificial intelligence. the embodiment of the application in the process of intelligent mine construction. Shanyuan Technology said that its various systems and products reflect its technological accumulation and independent innovation ability in the field of intelligent mines, and represent the innovation, creation and creative characteristics of Shanyuan Science and Technology.

However, the study of the Southern Capital Center of Jinzheng Research found that there are still limitations in the application of 5G technology in mines at present.

2.2 the gross profit margin of integrator model decreases year by year, and the contract gross profit margin of 5G + intelligent mine project is on the low side.

According to the prospectus signed on March 6, 2024, with the continuous progress of the construction process of 5G + intelligent mine, according to the requirements of different customers, in some 5G + intelligent mine construction projects, there is also a situation in which Shanyuan Technology, as the chief integrator, signs contracts with downstream customers.

From 2020 to 2022 and from January to June in 2023, the income share of Shanyuan technology integrator model was 9.19%, 18.72%, 18.49% and 20.84%, respectively, and the gross profit margin was 58.09%, 48.26%, 18.49% and 20.84%, respectively.

Since operators such as China Mobile currently have licenses to use the 5G band, Shanyuan Technology needs to purchase 5G network coverage services from operators or their agents. The 5G + intelligent mine project participated by Shanyuan Technology as a general integrator has passed the acceptance and confirmed income one after another since 2022 degrees. Under this mode, because Shanyuan Technology needs to purchase 5G network services, the contract gross profit margin is relatively low.

The 2021 version of the white paper points out that there are limitations in the popularization and application of 5G in coal mines, and the construction cost of limited network coverage distance of mine 5G base stations is high.

According to the prospectus signed on March 6, 2024, the self-regulatory organizations in the industry of Shanyuan Technology include China Coal Industry Association, China Coal Machinery Industry Association, China production Safety Association and so on.

According to the public information of the China Coal Industry Association, on November 24, 2021, the China Coal Industry Association issued the "5G + Coal Mine Intelligence White Paper (2021 Edition)" (hereinafter referred to as the "2021 version White Paper"). The 2021 edition of the white paper is guided by the China Coal Industry Association, the China Coal Association and the Coal Mine Intelligent Innovation Alliance, and the 2021 edition of the white paper includes Shanyuan Science and Technology.

According to the data of the 2021 version of the white paper, the large-scale popularization and application of 5G in coal mines still faces the following problems. First, due to the explosion-proof design of underground communication equipment in coal mine, considering the limitation of transmission power and the special environmental requirements of underground site, the coverage distance of mine 5G base station is limited, the number of base stations increases greatly, and the cost of network construction is on the high side. Second, the application of 5G in coal mine is still concentrated in the fields of video transmission and self-driving. Limited by the technology related to fusion application, the breakthrough application of 5G which can solve the pain point of intelligent construction in coal mine has not been fully realized. Third, the integrated application of 5G technology in the vertical industry is still in the exploratory stage, and the investment and income of the application in coal mine are not yet clear.

In other words, the application of 5G in coal mine is limited by the special environment of coal mine by at least 2021. And from the above information, the coal mine 5G application needs to solve the problems such as the stability of transmission power and the construction of base station.

The coverage of domestic 5G base stations is worthy of attention.

2.4 as of November 2023, domestic 5G base stations accounted for less than 30%, and as of October 2022, 5G base stations in Shanxi Province accounted for less than 20%.

According to the government's public information, as a major coal-producing province, Shanxi undertakes the important mission of ensuring the national coal supply.

In other words, coal mine 5G application may need to focus on the specific situation of Shanxi Province.

According to public information released by the Ministry of Industry and Information Technology, as of October 11, 2022, there were 304000 base stations in Shanxi Province, of which 56000 were 5G base stations.

It is estimated that as of October 11, 2022, the number of 5G base stations in Shanxi Province accounts for 18.42% of the total number of base stations in the province.

Let's take a look at the overall situation of domestic 5G base stations.

According to government information, as of November 22, 2023, the total number of 5G base stations in China was 3.215 million, accounting for 28.1% of the total number of mobile base stations.

In other words, as of October 2022, the number of 5G base stations in Shanxi, a major coal mining province, accounted for less than 20% of the total number of base stations in the province. As of November 2023, the number of domestic 5G base stations still accounts for less than 30% of the total number of domestic base stations.

In addition, the adaptability of 5G technology in the underground environment of coal mine is also worthy of attention.

2.5 Public information shows that the transmission distance of underground communication in coal mine is limited, and 4G is completely suitable for the demand of wireless communication in coal mine.

According to "Smart Mine and 5G and WiFi6", published in the 10th issue of Industrial and Mining Automation in 2019, 5G has strong mobility, fast cross-area connection speed, and seamless switching of cross-area networks. It is slow for WiFi6 to establish a connection across regions. The moving speed of personnel and vehicles in coal mine is slow. Therefore, in terms of mobility, both 5G and WiFi6 can be used in coal mines.

But the 5G system is complex and the cost is high, while the WiFi6 system is simple and low cost. Therefore, in terms of system construction investment, WiFi6 is better than 5G. At the same time, although 5G works in the millimeter wave band, it can provide a higher transmission rate, but in the coal mine, especially in the mining face, the communication distance will be greatly reduced, which is difficult to meet the needs of intelligent mines.

In other words, although the coal mine 5G technology has certain advantages, but in the mine where people and vehicles move slowly, the advantage is not obvious. At the same time, 5G technology in coal mine still has the problems of complex system and high cost.

In addition, according to the "Evolution of Underground Wireless Communication Technology in Coal Mine" published in the 7th issue of Industrial and Mining Automation in 2023, 4G is completely suitable for the needs of wireless communication in coal mine.

At the same time, because of the special underground environment in coal mine, there are strict requirements in equipment shell protection, equipment power consumption, radio frequency output power, equipment maximum surface temperature and so on. only products that meet the relevant national standards, industry standards and specifications and obtain coal safety certificates can be used underground. The characteristics of 5G new technology, such as multi-channel RF input and output, increase the power consumption of equipment, and there are a large number of new challenges in the testing and certification of mining products.

However, due to the high power consumption of the existing mine 5G base stations, they can only be made into flameproof products with single function, and the equipment is bulky, large, and difficult to install and maintain, which restricts the popularization of 5G technology in mines.

It is not difficult to see that standing at the current time, the wide application and promotion of coal mine 5G technology may be in the primary stage, and there are still some problems to be solved. Can the current development of 5G technology fully meet the needs of coal mines?

2.6 A coal mine owned by an important customer will mostly set up a 4G wireless communication system as a requirement when bidding.

According to the prospectus signed on March 6, 2024, from 2020 to 2021 and from January to June 2023, the top five customers of Shanyuan Technology include Jinneng Holdings Group Co., Ltd. (hereinafter referred to as "Jinneng Holdings"). The sales contents include intelligent mine information communication system, intelligent mine power supply control and guarantee system, intelligent mine visual monitoring system.

According to the public information of Jinneng holding bidding procurement network, on February 22, 2023, Jinneng holding Coal Group and Xin Coal Mine Shanxi Company issued "Jinneng holding Coal Group and Xin Coal Mine Shanxi Company Underground Information system maintenance Service bidding announcement", including the maintenance service procurement of "mine 4G wireless communication system".

According to the official website of Jinneng Holdings, Tongxin Coal Mine is a super large coal mine with high yield and high efficiency of 10 million tons in Shanxi Province. The approved production capacity has reached 1 after capacity replacement.777casinofreespins, 6 million tons / year, belongs to the high-quality assets of the coal industry.

According to the reply to the letter of inquiry on the examination and approval of the application documents for the initial public offering of shares of Shanghai Shanyuan Electronic Technology Co., Ltd. on December 26th, 2023 (hereinafter referred to as the "first round of inquiry reply"), a coal mine with an annual raw coal output of more than 1.2 million tons is a large coal mine.

In other words, a large coal mine owned by Jinneng Holdings is still using 4G wireless communication system.

Not only that, from 2021 to 2023, Jinneng Holdings also invited tenders for the procurement of underground 4G communication systems.

Summing up the above information, from 2020 to 2023, Jinneng Holdings, the main customer of Shanyuan Technology, included 4G communication system in the bidding related to several underground communication systems, including one of its large coal mines.

In addition, the prospectus signed on March 6, 2024 shows that the application of the new generation of information technology represented by 5G in the intelligent mining industry is still in its infancy, and the specific application scenarios are gradually enriching. In the future, if the aforementioned new generation information technology encounters a technical bottleneck or the maturity of related products is slow in the process of popularization and application of the aforementioned new generation information technology in the intelligent mining industry, the construction progress of the intelligent scene of the mine falls short of expectations, the application of Shanyuan's main products in the downstream industry will be adversely affected, and then its business performance will be affected.

In short, the application of 5G technology in the intelligent mining industry is in the initial stage, and the wide application in the industry or there are many problems to be solved. Under such circumstances, Shanyuan Science and Technology said frankly that there is a risk that the promotion and application of new generation information technology, such as 5G, is not up to expectations.

Third, there are doubts behind the issue of share payment after two rounds of inquiries, acquiring a loss-making company or "in exchange" for the services of the original shareholders.

When share payment occurs, the enterprise needs to confirm the corresponding share payment cost according to the fair value, and include it in the labor cost or management expense in the income statement, so as to reduce the net profit of the enterprise.

The study found that Shanyuan Technology may acquire a loss-making joint venture company at a premium and introduce Liu Bibo as a shareholder at the same price, increasing the number of shares of Liu Bibo, and arranging Liu Bibo to take up a key position at the same time. Liu Bibo took a stake and joined Shanyuan Technology but did not mention that share payment was subject to regulatory inquiries.

3.1 Liu Bibo bought a stake in Shanyuan Technology with the acquisition money paid by Shanyuan Technology, and was questioned twice for the non-payment of shares.

According to the reply to the first round of inquiries, on December 9, 2020, Shenzhen Kuyuan Changxing Information Management Partnership (Limited Partnership) (hereinafter referred to as "Kuyuan Changxing") was established, and its ultimate equity holders are Liu Bibo and some former employees of the industrial Internet department of Shenzhen Kupai Technology Co., Ltd. (hereinafter referred to as "Shenzhen Kupai").

On December 18, 2020, Kuyuan Changxing, Liu Bibo and Shanyuan Technology jointly funded the establishment of Shenzhen Kuyuan Digital Union Technology Co., Ltd. (hereinafter referred to as "Shenzhen Kuyuan"), with a registered capital of 3 million yuan at the time of its establishment. Among them, Liu Bibo contributed 500000 yuan with intellectual property rights, corresponding to 16.67% of the equity of Shenzhen Kuyuan. The intellectual property rights are related to 5G industrial modules. At that time, Shanyuan Technology had a 16.67% stake in Shenzhen Kuyuan.

In March 2021, Shanyuan Technology increased its capital by 1.5 million yuan at a premium of 2.40 yuan per yuan of registered capital in Shenzhen. After the capital increase, Shenzhen Kuyuan's registered capital is 3.3333 million yuan, Shanyuan Technology's shareholding in Shenzhen Kuyuan is increased to 25%, Kuyuan Changxing holds 15% in Shenzhen Kuyuan, and Kuyuan Changxing holds 60% in Shenzhen Kuyuan.

On July 20, 2021, Kuyuan Changxing transferred its 60 per cent stake in Shenzhen Kuyuan to Shanyuan Technology for 4.854 million yuan, and Liu Bibo transferred its 15 per cent stake in Shenzhen Kuyuan to Shanyuan Technology for 1.2135 million yuan.

On August 4, 2021, Shanyuan Science and Technology paid a total of 6.0675 million yuan to Liu Bibo and Kuyuan Changxing for the purchase of shares in Shenzhen Kuyuan. On the same day, Liu Bibo and Kuyuan Changxing received the above payment and then paid a total of 6.0675 million yuan to Shanyuan Technology for shares.

Among them, the purchase price of Liu Bibo and Kuyuan Changxing, referring to the trading price of the shares before the delisting of the new third board of Shanyuan Science and Technology in January 2021, was determined to be 10.5 yuan per share, totaling 577900 shares of Shanyuan Science and Technology.

According to the prospectus signed on March 6, 2024, as of March 6, 2024, Liu Bibo and Kuyuan Changxing held 115600 shares and 462300 shares of Shanyuan Technology respectively, accounting for 0.14% and 0.56% respectively. At the same time, from August 2021 to the date of signing of the prospectus, Liu Bibo served as Deputy General Manager of Shanyuan Science and Technology, Director of Academia Sinica and head of the Machine Vision Division.

As can be seen from the above information, in December 2020, Shanyuan Technology and Liu Bibo jointly established Shenzhen Kuyuan; in March 2021, Shanyuan Technology increased its capital to Shenzhen Kuyuan, with a shareholding of 25%; in July 2021, Shanyuan Technology bought 60% and 15% of Shenzhen Kuyuan from Liu Bibo and Kuyuan Changxing respectively, totaling 75%. Since then, as of March 6, 2024, as of the signing date of the prospectus, Shanyuan Technology has a 100% stake in Shenzhen Kuyuan.

In August 2021, Liu Bibo bought a stake in Shanyuan Technology with the purchase money on the same day that Shanyuan Technology paid for the stake in Shenzhen Kuyuan.

The Shenzhen Stock Exchange is also concerned about the above series of equity changes.

According to the reply to the first round of inquiries, the Shenzhen Stock Exchange asked Shanyuan Technology to explain the background and reasons why Liu Bibo and Kuyuan Changxing subscribed for Shanyuan Technology shares in September 2021, as well as the source of funds for the subscription. Combined with Shenzhen Kuyuan equity held by Liu Bibo and Kuyuan Changxing, and matters related to Liu Bibo and Kuyuan Changxing's subscription of Shanyuan Science and Technology shares, capital flow, etc., further explain the background, reasons, commercial rationality, existence of benefit transfer or other interest arrangements for the above arrangements, and whether the related acquisitions and capital increase are package transactions. Whether the cash acquisition involves the payment of shares for services.

In this regard, Shanyuan Technology replied that its acquisition of Shenzhen Kuyuan and Liu Bibo, Kuyuan Changxing to purchase funds to increase shares is a package deal. Among them, the price of capital increase is fair, and there is no need to confirm share payment.

In the second round of inquiries, the Shenzhen Stock Exchange continued to pay attention to Liu Bibo's investment without confirming the reasonableness of share payment.

According to the reply to the second round of inquiries, the Shenzhen Stock Exchange asked Shanyuan Technology to explain the reason and rationality of determining Liu Bibo's shareholding behavior as not for obtaining Liu Bibo's services, and why this shareholding does not constitute a share payment for obtaining services.

In response, Shanyuan Science and Technology explained that after the completion of this capital increase, Liu Bibo promised to serve as director of the Academia Sinica at the Shanyuan Science and Technology Department. and will sign a commitment statement of not less than five years of service in the Shanyuan Science and Technology Department and relevant labor contracts, confidentiality agreements and non-competition agreements. The relevant agreement is a means to ensure the smooth business integration and the acquisition effect after Shanyuan Technology's acquisition of Shenzhen Kuyuan, and Liu Bibo's salary after taking a stake matches the services he provides to Shanyuan Technology. There is no case of obtaining services by means of share payment.

In other words, Shanyuan Technology claims to pay Liu Bibo's services with the corresponding salary and Liu Bibo's share price is fair, so there is no need to cover share payment.

It should be pointed out that in the case of poor management of Shenzhen Kuyuan, Shanyuan Technology acquired the stake held by Liu Bibo at a premium.

3.2 in order to deepen cooperation and enhance R & D strength, Shanyuan Technology acquired Liu Bibo's stake in a loss-making company at a premium.

As mentioned above, before Shanyuan Technology began to gradually acquire Shenzhen Kuyuan, it had increased its capital at a premium to Shenzhen Kuyuan.

According to the reply to the first round of inquiries, Shanyuan Technology said that Liu Bibo, Kuyuan Changxing and Shanyuan Technology established Shenzhen Kuyuan, and in the following short term, Shanyuan Technology increased the capital of Shenzhen Kuyuan as a package arrangement. And based on the recognition of the technical R & D capability of Liu Bibo and his team, he contributed at a premium when he set up Shenzhen Kuyuan.

Oddly enough, after four months of capital increase at a premium, Shanyuan Science and Technology acquired Shenzhen Kuyuan at a premium.

According to the reply to the first round of inquiries, on July 20, 2021, Shanyuan Technology transferred the equity held by Kuyuan Changxing and Liu Bibo in Shenzhen Kuyuan. After the completion of this equity transfer, Shenzhen Kuyuan became a wholly-owned subsidiary of Shanyuan Technology.

The above acquisition is based on the assets Evaluation report issued by Waxson (Beijing) International Asset Evaluation Co., Ltd., which determines that as of March 31, 2021, the book value of owners' equity included in Shenzhen Kuyuan is 3.6622 million yuan. The total equity value of shareholders estimated by the income method is 8.09 million yuan, the added value is 4.4278 million yuan, and the value-added rate is 120.9%. On this basis, it is concluded that the purchase price is 2.43 yuan per yuan of registered capital.

It is not difficult to find that the evaluation benchmark date of Shenzhen Kuyuan is at the end of the month when Shanyuan Science and Technology increases its capital at a premium to Shenzhen Kuyuan. That is to say, before Shanyuan Science and Technology acquired Shenzhen Kuyuan, Shanyuan Technology or "surprise" increased capital to Shenzhen Kuyuan.

And, comparing Shanyuan Technology to Shenzhen Kuyuan premium capital increase price, as well as Shenzhen Kuyuan acquisition price, the two prices are close.

On this basis, before the acquisition of Shanyuan Technology, the operating status and number of Shenzhen Kuyuan are worthy of attention.

According to the reply to the first round of inquiries, Shenzhen Kuyuan actually carried out its business during the period from its establishment to its acquisition by Shanyuan Technology, mainly providing 5G+ industrial Internet products and solutions to industry customers to help its digital transformation. During this period, Shenzhen Kuyuan's main products include 5G industrial modules, and its main customers are Shanyuan Technology.

At the end of July 2021, Shenzhen Kuyuan has total assets of 4.0464 million yuan and net assets of 2.9194 million yuan. From January to July 2021, Shenzhen Kuyuan has an operating income of 1.2532 million yuan and a net profit of-1.5806 million yuan.

Compared with the net assets of the base day of Shanyuan science and technology evaluation mentioned above, it is not difficult to find that after 4 months, the net assets of Shenzhen Kuyuan may be reduced by 742800 yuan.

In addition, the 2020-2021 annual report did not disclose the number of social security contributions made by Shanyuan Technology, according to the Market Supervision Administration. According to the 2022 annual report, the number of social security contributors of Shanyuan Technology was 13 in 2022.

Then through the number of patents in Shenzhen Kuyuan, pay attention to the situation of its main intangible assets.

According to the public information of the State intellectual property Office, before Shanyuan Science and Technology acquired Shenzhen Kuyuan, the number of valid patents and the number of patents being applied for in Shenzhen Kuyuan were 0.

Based on the above information analysis, four months after the benchmark date for the acquisition of Shenzhen Kuyuan by Shanyuan shares, the net assets of the underlying Shenzhen Kuyuan shrank and lost more than one million yuan. At that time, Shenzhen Kuyuan had not yet applied for a patent, and its main customer was Shanyuan Technology. On this basis, is it reasonable for Shanyuan Technology to acquire it at a premium based on the evaluation results made four months ago?

As mentioned above, the joint venture between Shanyuan Technology and Liu Bibo and Kuyuan Changxing is due to the recognition of Liu Bibo's technical ability.

According to the first round of inquiry reply and the second round of inquiry reply, Shanyuan Technology said that its acquisition of Shenzhen Kuyuan and Liu Bibo, Kuyuan Changxing shares in Shanyuan Technology package deal. In order to further enhance the depth and breadth of cooperation between the two sides, and enhance the R & D strength of Shanyuan Technology in the field of 5G+ industrial Internet. Shanyuan Technology first acquired the equity of Shenzhen Kuyuan held by Liu Bibo and Kuyuan Changxing with cash, and Liu Bibo and Kuyuan Changxing increased the capital of Shanyuan Technology with all the acquisition funds obtained. Liu Bibo joined Shanyuan Technology as a key manager.

In addition, Liu Bibo signed a commitment statement with Shanyuan Technology for a period of not less than 5 years, as well as related labor contracts, confidentiality agreements and non-competition agreements.

This shows that Shanyuan Technology acquires Shenzhen Kuyuan at a premium, or in order to obtain Liu Bibo's services.

In this case, Liu Bibo may have met the conditions for confirming share payment by increasing his investment in Shanyuan Technology with acquisition funds.

3.3 after joining the post, Liu Bibo contributed 27 patents, and Shanyuan Technology may acquire Liu Bibo's services at a premium.

According to the second round of inquiries, Shanyuan Technology said that in 2020, it is optimistic about the 5G + smart mine business, looking for 5G-related technical cooperation and investment opportunities. At the same time, Liu Bibo, then vice president of Shenzhen Coolpad and general manager of the Industrial Internet Division, and his team learned that Shenzhen Coolpad planned to abolish the industrial Internet department. Liu Bibo, who has 5G+ industrial Internet research and development capability, and his team plan to set up Shenzhen Kuyuan to carry out business on its own. After consultation, the two sides reached an intention to cooperate.

As mentioned above, from 2020, Shanyuan Technology began to participate in the 5G + intelligent mine business.

It is not difficult to find that Liu Bibo and his team may have contributed a lot to the development of 5G + intelligent mine business in Shanyuan Technology.

According to the public information of the State intellectual property Office, as of May 9, 2024, Liu Bibo, as the inventor, has 27 patents for Shanyuan scientific and technological inventions.

According to the prospectus signed on March 6, 2024, as of March 6, 2024, Liu Bibo is the core technician of Shanyuan Science and Technology and serves as president of Academia Sinica.

It can be seen that Liu Bibo may be an important "component" of Shanyuan's R & D and innovation capability.

According to the second round of inquiries, Shanyuan Technology said that according to the Accounting Standards for Enterprises, share payment refers to a transaction in which an enterprise grants equity instruments or assumes liabilities based on equity instruments in order to obtain services provided by employees and other parties.

Combined with Liu Bibo's participation in the Shanyuan Science and Technology Department and the agreement on the shortest service period, it may have met the premise that share payment is "for the purpose of obtaining services" as stated in the Accounting Standards for Enterprises.

On the basis of the package deal, Shanyuan Technology acquired Shenzhen Kuyuan at a premium, allowing Liu Bibo and others to acquire money at a premium. Liu Bibo and others use the acquisition money to increase capital at the fair share price, which may further lead to an increase in the number of shares acquired by Liu Bibo, or constitute a low price. That is, Liu Bibo may use the underlying equity worth 437900 yuan to replace the equity worth 1.2135 million yuan in Shanyuan Science and Technology.

To sum up, while Shanyuan acquired the lossmaking company Shenzhen Kuyuan, Liu Bibo bought a stake in Shanyuan and joined Shanyuan as a key manager, which may be "in exchange" for the services of Liu Bibo and his team. On this basis, the share payment of Shanyuan Technology is now in doubt.

Disclaimer: the analysis of this study is based on777casinofreespinsWe believe that reliable or public information is written, and we do not guarantee that there will be no change to the data, information, opinions or statements contained in this article. In any case, the data, information, opinions, or opinions expressed in the analysis of this study are for information exchange, sharing and reference only, and do not constitute investment advice to anyone. Under no circumstances shall we be responsible for any loss caused by the use of any data, information, opinions or content in this study, and the reader shall bear his own risk. According to the analysis of this study, it is mainly distributed in the form of electronic version, but also in the form of printed matter, and the copyright belongs to CSR. Without our consent, the analysis of this study shall not be quoted, abridged or modified contrary to the original intention, and shall not be used for profit or for other purposes without permission.

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This article was first posted on the official account of Wechat: Jin Zhengyan. The content of the article belongs to the author's personal point of view and does not represent the position of Hexun. Investors operate accordingly, at their own risk.

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