Abnormal financial indicators
Although compared with previous years, the review of the index of "sustainable operation ability" has been relaxed, this is the reason why Beijing Longruan Technology Co., Ltd. fell at gunpoint.
According to the company's application materials, the net profit decreased year by year from 20 12 to 20 14, which were 40184,700 yuan, 28,882,600 yuan and 87147 million yuan respectively. Accounts receivable increased year by year, which were 84.9229 million yuan,109962300 yuan and119692300 yuan respectively. The net cash flow from operating activities decreased year by year, which were 654.38+0.65, 438+0.826, 54.38+million yuan, 760.8 million yuan and-335.5 million yuan respectively. However, the proportion of software products' VAT refund and income tax preferential policies to total profits increased year by year, which were 33.08%, 36.2 1% and 88.73% respectively.
The IEC issued an inquiry letter on this issue, asking the issuer's representative to explain whether the issuer's industry status or the operating environment of the industry in which the issuer is located has undergone or will undergo major changes, which will have a significant adverse impact on the issuer's subsequent profitability.
Similarly, Shenyang Yuanda Compressor Co., Ltd. and Hefei Dongfang Energy Saving Technology Co., Ltd. were both rejected due to abnormal gross profit margin.
Yuanda compressor is a high-tech enterprise specializing in R&D and reciprocating piston compressor manufacturing. The production and sales rate and average selling price of its process reciprocating compressor are rising from 20 12 to 20 14, with gross profit margins of 26.70%, 27.87% and 24.20% respectively.
In this regard, the regulatory authorities questioned the following points: the reason why the issuer's orders for reciprocating compressors increased significantly in 20 14, and the reason why the gross profit margin of reciprocating compressors was always higher than that of comparable companies in the same industry during the reporting period.
Dongfang Energy Saving Co., Ltd., as a technical enterprise whose main business is R&D, rolling equipment production, sales and related services, has a gross profit margin that is unusually higher than the average level of its peers under the macro background of overcapacity in the steel industry. According to the financial report, the gross profit margin of the main business of Dongfang Energy Conservation from 20 12 to 20 14 was 54. 12%, 5 1.23% and 50. 18% respectively, among which the gross profit margin was 47.18% respectively during the reporting period. On the whole, the gross profit margin of the company is obviously higher than the range of comparable listed companies in the same industry 10%-30%.
Although the company has its own interpretation: due to the high technical content of the leading products under the core industry line, such as four/five split guide rails, water cooling devices, etc., a "passive" monopoly competition is formed. "The high technical content of products, few suppliers and high selling price are the important reasons why the company's gross profit margin remained basically stable and at a high level during the reporting period." However, the audit opinion issued by the audit committee is obviously not satisfied with this explanation: the downstream steel industry of the issuer continues to have overcapacity, while the issuer's gross profit margin remains at a high level during the reporting period. Please ask the issuer's representative to further explain why the issuer's gross profit margin of order sales is significantly higher than that of competitors.
Defects of trust and internal control
Jiangxi 3L Medical Supplies Group Co., Ltd. and Guangzhou Dafu Medical Co., Ltd. were rejected due to internal control problems.
According to the latest pre-disclosure document of 3L Company, after receiving the report on 20 14 and self-checking, the company found that the sales orders and framework agreements signed by some salespeople were inconsistent with the customer seals. In addition, after verification, the company's travel expense reimbursement from 20 1 1 to 20 13 has false invoices, involving an amount of 6,048,200 yuan. Although the relevant staff of the company said that "the legal risk of the above situation has been lifted", the audit results of the audit Committee show that the impact of this problem is quite heavy.
Throughout Duff Medical, the attention of the regulatory authorities mainly focuses on three aspects: please ask the sponsor representative to explain whether the issuer's tumor cryotherapy technology and radioactive particle implantation therapy technology have carried out relevant clinical application business and obtained the approval of relevant authorities before passing the examination of Guangdong Provincial Health Department; Whether the Chinese Medical Association is qualified to approve the issuer to carry out clinical research and application of immune cell therapy technology, and whether the clinical application of combined immunotherapy carried out by the issuer thereafter complies with relevant regulations; The sponsor representative is requested to make a verification opinion on whether the issuer's qualifications for developing three types of medical-related businesses are complete.
The crux of the failure of Guangxin Green Ring Renewable Resources Co., Ltd. lies in the letter. The IEC requires the sponsor representative to further explain the verification process and conclusion of the issuer's e-waste dismantling business in combination with the business process and internal control system, and express verification opinions on whether the information disclosure is true, accurate and complete.
Similarly, Yuanda compressor also has a letter cover defect. The regulatory authorities require the issuer's representative to explain the main reason why the products ordered by customers such as Chengdu Shuling were "suspended" and what is the difference between them and "the contract was not executed normally"; Combined with the verification means, process and conclusion of the termination of the contract, the reasons for the great difference in disclosure before and after the termination of the contract are further explained.
In addition, Beijing Longsoft only disclosed the winning content, time and winning unit of the company's products, which was suspected of covering up the fact that the company's "Technology and System for Pre-control and Supervision of Coal Mine Ventilation and Gas Overlimit" won the second prize of National Science and Technology Progress Award and was not independently completed by the issuer.
Doubt about independence
Horizontal competition, related party transactions and other issues that affect the independence of the company are another key factor that affects the success of the company. Zhonggong Hi-Tech Maintenance Technology Co., Ltd., Suotong Development Co., Ltd. and Jiahua Chemical Co., Ltd. were all rejected for this reason. "Related party transactions, horizontal competition and other corporate independence issues are increasingly becoming the focus of the CSRC audit. If the company can't solve it properly before filing, it will be a bit risky to apply rashly. " Mr. Wu, a brokerage investor, commented.
The prospectus of Zhonggong Hi-Tech categorically stated that "the actual controller of the issuer, Highway Research Institute of the Ministry of Transport (hereinafter referred to as" Highway Institute ") and the issuer no longer carry out any business, and the problem of horizontal competition has been properly solved", but the regulatory authorities are still extremely vigilant. According to the review, during the reporting period, the issuer sold products to Highway Institute, and Highway Institute transferred the products to the issuer after undertaking the regional road network maintenance countermeasure consulting project. Its subordinate unit, Traffic and Highway Engineering Research Center, is engaged in a series of business transactions such as on-site road condition detection business, development of road condition detection and evaluation market business.
In addition, based on the fact that the actual controller of the issuer is the organizer of the Ministry of Communications, its directors and supervisors are mostly the actual controllers, controlling shareholders and related parties, and the customers of the issuer are basically transportation system enterprises and institutions. The IEC requires the issuer to explain in detail its ability to face the market independently, its advantages and disadvantages compared with market competitors, and whether the issuer's business depends on the actual controller and the units it controls or can exert influence.
If it is difficult for the regulatory authorities to define the interest transfer caused by horizontal competition in the competitive relationship between the actual controller and large and small shareholders, then the quantitative review of related party transactions will be "straightforward".
The related transactions of Suotong Development mainly occurred in Jiayuguan Suotong Pre-baked Anode Co., Ltd. "Jiayuguan Suotong 250,000 t/a Pre-baked Anode Project". The shareholders of Jiayuguan Suotong are Suotong Development and strategic investor jiuquan iron and steel (Group) Co., Ltd., accounting for 85% and 65,438+05% respectively. In August, 20 1 1, Suotong Development signed a strategic cooperation agreement with Jiugang Group, and the company sold prebaked anodes to its holding subsidiary, Gansu Dongxing Aluminum Co., Ltd. The financial report shows that from 201to the first half of 20 14, the unilateral sales amount of Suotong Development and Dongxing Aluminum was 58,000 yuan. 98.00 Among them, the sales between the two parties in 20 13 years accounted for 34.59% of the total sales in the current period, which was much higher than 8.7% in 20 12 years. The reason behind this was that the above-mentioned projects were officially put into production.
In addition to the counterpart export of prebaked anode, raw materials such as calcined coke, coal tar pitch and coke powder, as well as the input of electric energy products such as water, steam and electricity, have frequent contact with Jiuquan Group and its subsidiary Gansu Hongxing Iron and Steel Co., Ltd., and the purchase amount of 20 12 to 20 14 in the first half of the year is 37.96 million yuan,1270,000 yuan, respectively.
However, the "invisible" related transactions between stakeholders and companies may be the core issue of Jahwa Chemical's rejection. One of the actual controllers of Jiahua Chemical Co., Ltd. provided full assistance to the actual controller of Yantai Hua Nuo Trading Co., Ltd., and then continued to increase capital by 365,438+0.5 million without signing any written loan agreement. It was not until the issuer completed the acquisition of all the shares of Shanghai Yuan Bo held by Yantai Hua Nuo and paid the relevant money that Chen Hongyan returned all the loans to Qu Yaming. The issuer acquired Shanghai as early as 2065,438+February, and the regulatory authorities questioned this: Does the above situation mean that the transaction of Yantai Hua Nuo 20 12 acquiring all the shares of Shanghai Yuan Bo essentially provided the issuer with a "bridge visa"?