Recently, the audit status of Chengdu Dexin Digital Technology Co., Ltd. (hereinafter referred to as “Dexin technology”), a digital audio-visual software service provider sprinting on the gem, has been changed to “inquired”.
According to the prospectus, Dexin technology is mainly engaged in the R & D, production and sales of integrated digital audio-visual software, software and hardware products, and provides system integration services. The products are mainly used for coding, decoding, modulation and demodulation of digital audio-visual signals, which are subdivided into media audio-visual products and professional audio-visual products.
The interface news reporter noted that Dexin technology was listed on the new third board as early as June 2016. Less than five months later, it entered the IPO guidance stage in November 2016. In 2019, the company’s listing guidance organization was changed from Changjiang Securities Company Limited(000783) to Gf Securities Co.Ltd(000776) . The prospectus was disclosed for the first time in June 2021, and it is planned to log on the gem of Shenzhen Stock Exchange.
It is worth mentioning that during the listing guidance period of Dexin technology, a number of former system officials of the CSRC, including Yu Tieyan, the former director of the first Department of the Beijing Securities Regulatory Bureau, Cai Manli, the former director of the supervision department of listed companies of the CSRC, and Huang Xiaoping, the former executive manager of the listing Promotion Department of the Shenzhen Stock Exchange, successively took shares.
In this round of inquiry, Dexin technology involved 26 questions, of which the regulators focused on the shareholding and large cash dividends of the resigned personnel of the CSRC system.
during the counseling period, a number of former employees of the CSRC system took shares
According to the prospectus, there are four departures from the Dexin technology Securities Regulatory Commission. Including Yu Tieyan, the former director of the first Department of institutions of Beijing Securities Regulatory Bureau, Cai Manli, the former director of the supervision department of listed companies of China Securities Regulatory Commission, and Huang Xiaoping, the former executive manager of the listing Promotion Department of Shenzhen Stock Exchange.
The special verification report on the information disclosure of the issuer’s shareholders shows that among the shareholders of Dexin technology, Cai Manli, Huang Xiaoping and Liu Gang, who resigned from the CSRC system, have taken shares in the company, and the counterparties of Liu Gang and Cai Manli are Yu Tieyan.
Among them, Yu Tieyan purchased 376000 shares of Dexin technology through the share transfer system with his own funds in 2017, with a purchase price of about 18.60 yuan / share. According to the reply information, Yu Tieyan’s reason for purchasing shares is that the issuer’s performance is good and stable, and he is optimistic about the development prospect of the issuer.
However, in June 2017, Yu Tieyan transferred her 161000 shares to Cai Manli at the original purchase price. The transfer price refers to and is higher than the price of the issuer’s shares in the secondary market (14.96 yuan / share).
In 2019, Yu Tieyan needed to cancel her securities account due to her intention to join Nomura Oriental International Securities Co., Ltd. when her friend Liu Gang was also optimistic about the development prospect of the issuer, she transferred the remaining 215000 shares of the issuer to Liu Gang at a price of 8.98 yuan / share before canceling her account, The transfer price refers to and is higher than the price of the issuer’s shares in the secondary market (7.32 yuan / share).
Source: inquiry reply
Regarding the equity transfer between the three, Dexin technology said that the stock price of the company fell significantly from June 2017 to June 2019. Yu Tieyan transferred shares to Cai Manli and Liu Gang with reference to the price of the company’s shares in the secondary market at the time of transfer. Therefore, Liu Gang’s direct participation time was later than that of CAI Manli, However, the share price is significantly lower than that of CAI Manli, which is reasonable. At the same time, Yu Tieyan, Liu Gang, Cai Manli and Huang Xiaoping do not hold shares of the company on behalf of others.
In addition, Xiangzhi investment is the new shareholder of the company after its listing on the new third board. Among them, the executive partner of Xiangzhi investment is heyiruisheng Asset Management Co., Ltd., and Cai Manli holds 15% equity of heyiruisheng Asset Management Co., Ltd. and serves as the manager.
Huang Xiaoping retired from Shenzhen Stock Exchange in November 2019. In July 2020, due to her optimistic development prospect of Dexin technology, Huang Xiaoping obtained the property share of Xiangzhi investment of 1 million yuan at the price of 1 yuan / property share. Since then, Huang Xiaoping has held 3.31% of the property share of Xiangzhi investment.
With regard to Huang Xiaoping’s shareholding in Xiangzhi investment, Dexin technology said that there was no capital exchange with Xiangzhi investment, heyiruisheng Asset Management Co., Ltd. and shareholders or partners before leaving; Huang Xiaoping also has no kinship with the holders of Xiangzhi investment shares (including history) and the shareholders of yiruisheng Asset Management Co., Ltd. (including history).
In July 2020, in addition to holding 1624000 shares of the company, Xiangzhi investment did not invest in other enterprises or other major assets. In the same period, the stock price of the company was about 18 yuan / share. Therefore, the market price of the assets held by Xiangzhi investment was about 29.232 million yuan. At that time, Xiangzhi investment had a total property share of 30.25 million yuan. After conversion, the market price of each property share is about 0.97 yuan, which is slightly lower than the price at which Huang Xiaoping obtained the property share of Xiangzhi investment (1 yuan / property share). Therefore, the property share price of Xiang Zhi investment obtained by Huang Xiaoping is not significantly lower than the fair value.
The reporter of the interface news noted that in May 2021, the CSRC issued the guidelines on the supervision of the shareholding behavior of the resigned personnel of the system (hereinafter referred to as the guidelines), which strengthened the supervision of the resigned personnel of the system of the CSRC and other enterprises to be listed or listed, especially to strictly investigate the improper shareholding or the period during which the shareholding is explicitly prohibited, and in the enterprises to be listed or listed, There are problems in the CSRC system, and those who leave their jobs and become shareholders are highly concerned.
The guidelines require that issuers and intermediaries should submit special instructions when submitting issuance application documents, and the contents of the special instructions should only include three aspects.
First, whether there is a situation in which resigned personnel take shares; Second, if there is a case that the former employee takes shares but does not belong to improper shares, it shall explain the basic information of the former employee, the reasons for taking shares, the price and pricing basis of taking shares, and the source of funds for taking shares; The commitment of the resigned personnel that there is no improper shareholding; Third, if there is a situation that the resigned personnel improperly take shares, it shall be cleared up, and explain the basic information of the resigned personnel, the reasons for taking shares, the price and pricing basis of taking shares, the clearing process, whether there are relevant interest arrangements, etc.
The guidelines clearly include, but are not limited to, five situations of improper shareholding: (1) taking advantage of the influence of the original position to seek investment opportunities; （2） There is benefit transmission in the process of taking shares; （3） Become a shareholder within the prohibition period; （4） Take shares as unqualified shareholders; （5） The source of capital for shares is illegal.
Relevant senior securities practitioners told the interface news reporter that for the shareholding of resigned personnel in the CSRC system, they generally focus on three aspects: whether the price is fair, whether the proportion of shares is too high, which has a significant impact, and whether there is any use of their own influence to seek improper interests. “The price problem may be judged by the price of the equity system, but it is difficult to explain whether to provide relevant convenience to the company to be listed.”
dividend exceeds net profit in the same period
From 2018 to the first half of 2021 (during the reporting period), the operating revenue of Dexin technology was RMB 229 million, RMB 240 million, RMB 271 million and RMB 104 million respectively, and the net profit attributable to the parent company in each period was RMB 50.5325 million, RMB 64.8728 million, RMB 85.2965 million and RMB 31.9003 million respectively, with outstanding profitability.
It is worth noting that during the reporting period of , Dexin technology continued to pay cash dividends. From 2018 to 2020, the company’s cash dividends were 132 million yuan, 60 million yuan and 81 million yuan respectively, with a total dividend of 273 million yuan, exceeding the total net profit attributable to the parent company in the same period by 200 million yuan. The specific dividend situation of is as follows:
picture source: inquiry reply
Public information shows that from 2016 to 2020, Dexin technology realized a cumulative net profit attributable to the parent company of 347 million yuan, and distributed a cumulative cash dividend of 369 million yuan from 2017 to 2021.
The interface news reporter noted that the large cash dividends of Dexin technology during the reporting period also attracted questions from the regulators.
According to the inquiry letter, the regulators require Dexin technology to analyze and disclose the necessity and appropriateness of relevant large dividends, whether they match the financial situation of the issuer, and the reasons why the amount of dividends each year exceeds the net profit attributable to the shareholders of the parent company in the previous year in accordance with the relevant requirements of question 51 of the answers to some questions on initial business (revised in June 2020) of the CSRC.
Dexin technology replied that the amount of cash dividends of the company is large, mainly because from 2018 to 2020, the company basically has no major foreign investment plan or major capital expenditure, so the proportion of cash dividends in the net profit of the previous year is relatively high. Each cash bonus of the company during the reporting period is based on the actual operation and investment plan of each year, In strict accordance with the relevant provisions of the articles of association, it is necessary to take into account the overall interests of all shareholders and the long-term interests and sustainable development of the company.
it is worth noting that the dividend node of Dexin technology has whitewashed the statement, assuming that the company’s cash dividend in April 2021 will be completed on December 31, 2020, the cash dividend in May 2020 will be completed on December 31, 2019, and the cash dividend in May 2019 will be completed on December 31, 2018, some financial indicators will be “discounted”
Image Source: inquiry reply
It is not difficult to see that the current ratio and asset liability ratio of Dexin technology from 2018 to 2020 are greatly affected by the adjustment of cash dividends.
With regard to the reasons why the amount of dividends exceeds the net profit attributable to the parent company in the previous year, Dexin technology said that the reasons include that based on the continuous growth of the company’s performance in the reporting period, it pays more back to shareholders’ long-term support for the company through cash dividends; The company’s cash flow during the reporting period is RMB 192 million, and the company’s cash flow for financial products in the reporting period is no more than RMB 79.9 billion, and the company’s cash flow in the reporting period is RMB 192 million, and the company’s cash flow in the reporting period is no more than RMB 190.9 million
Image Source: inquiry reply
From the perspective of dividend objects, Sun Yu, the actual controller, has achieved financial freedom. The amount of after tax dividends actually obtained since 2016 is 123 million yuan, and so is Wang Dehua, up to 84.4903 million yuan. The salary of the other two shareholders is not low. The pre tax salary in 2020 is 1.834 million yuan and 1.786 million yuan respectively.
It should be pointed out that the proposed fund-raising of Dexin technology in this listing is 277 million yuan, which is far less than the cumulative cash dividend of 369 million yuan from 2017 to 2021. In addition, as of the first half of 2021, the company’s monetary capital is 149 million yuan. Is it necessary for the company to pay dividends and empty out monetary funds before listing and financing?
