Late today (March 17), both Hubei Radio & Television Information Network Co.Ltd(000665) ( Hubei Radio & Television Information Network Co.Ltd(000665) , SZ) and Sai Microelectronics Inc(300456) ( Sai Microelectronics Inc(300456) , SZ) announced that they had received a notice from the participating subsidiary Optics Valley Information (43061, NQ), which planned to terminate the application for public offering of shares to unspecified qualified investors and listing on the Beijing stock exchange, and withdraw the relevant application materials.
For the reasons for terminating the listing application on the Beijing stock exchange, the relevant announcement of Optics Valley information is vague: “considering the future strategic adjustment, combined with the planning of the capital market path.”
The reporter of the daily economic news noted that the company had received three rounds of examination and inquiry letters from the Beijing stock exchange just before Optics Valley information made relevant decisions, but only issued the reply announcement to the first two rounds of examination and inquiry letters.
“tie” Sai Microelectronics Inc(300456) , Hubei Radio & Television Information Network Co.Ltd(000665)
It is understood that Optics Valley information is an information technology and consulting service provider. The company was established in August 2007 and has been listed in the National SME share transfer system since November 2012.
In the public offering prospectus (application draft) of Optics Valley information, it was mentioned that “the company has no controlling shareholder”, and the actual controllers of the company are Jiang Yimin and Dong Chaoyang. According to the data, on January 19, 2012, Jiang Yimin signed the agreement on concerted action with Dong Chaoyang, Liu Kun, Zhang Kai, Zhang Wenhai and Li Xin, which agreed that Jiang Yimin and other six people would take concerted action when exercising their voting rights, proposal rights and nomination rights at the general meeting of shareholders and the meeting of the board of directors of the company.
In fact, Sai Microelectronics Inc(300456) once almost became the controlling shareholder of Optics Valley information. In October 2017, Sai Microelectronics Inc(300456) launched the acquisition plan, which was also referred to as “Neville technology” at that time, and planned to acquire 80.42% shares of Optics Valley information step by step. Six people including Jiang Yimin planned to sell all their shares.
As of December 2018, Sai Microelectronics Inc(300456) held 34.95% of Optics Valley information. But halfway through the acquisition, Sai Microelectronics Inc(300456) changed the acquisition plan. In December 2019, Sai Microelectronics Inc(300456) issued an announcement that it would transfer the subsequent acquisition to subsequent acquisition subjects such as Xingliao investment, Xingliao fund and Tianxiao Yunchi.
It is understood that Xingliao investment is a wholly-owned subsidiary of Hubei Radio & Television Information Network Co.Ltd(000665) . Also in December 2019, Hubei Radio & Television Information Network Co.Ltd(000665) issued the announcement on foreign investment, which said that it planned to invest in Guanggu information through its subsidiary Xingliao investment, with an investment amount of 899727 million yuan. Today, Hubei Radio & Television Information Network Co.Ltd(000665) through Xingliao investment holds 14.08% of Optics Valley information.
In December 2020, after the relevant reduction, Sai Microelectronics Inc(300456) held 299952% of Optics Valley information. This proportion has not changed to this day.
“Whether the actual controller has changed in the last 24 months” is one of the contents of the third round of audit inquiry letter of Beijing stock exchange. In this round of inquiry letter, the Beijing stock exchange asked Optics Valley information to explain whether the basis for determining that Sai Microelectronics Inc(300456) officially terminated the acquisition at the legal level and changed its identity from industrial investor to financial investor is reasonable and sufficient in combination with the shareholding ratio of Sai Microelectronics Inc(300456) after the adjustment of the original acquisition agreement in December 2019 and the terms and arrangements of Sai Microelectronics Inc(300456) rights and obligations in the subsequent acquisition agreement.
after the end of performance gambling, the proportion of revenue in South China has “plunged”
In January 2019, Optics Valley information acquired 100% equity of Guangzhou cuckoo Information Technology Co., Ltd. (hereinafter referred to as Guangzhou cuckoo) held by Liu Gaoyong for RMB 13.5 million. Liu Gaoyong signed a performance gambling agreement with Optics Valley Information and promised that the accumulated net profit in 2019 and 2020 would not be less than 12 million yuan.
At the same time, Liu Gaoyong also became the person in charge of the sales business of Optics Valley information in South China, mainly responsible for leading the company’s sales team in South China to find market opportunities in South China and expand local business.
Relevant data show that in 2019 and 2020, Liu Gaoyong led the sales team of Optics Valley information in South China to achieve a total net profit of 219122 million yuan.
However, in the first half of 2021 after the conclusion of the above gambling agreement, the revenue of Optics Valley information in South China decreased significantly. In 2019, 2020 and the first half of 2021, the company’s revenue in South China accounted for 14.34%, 27.37% and 2.29% respectively.
In this regard, the Beijing stock exchange requires Optics Valley information to explain: in 2019 and 2020, when the performance assessment of Liu Gaoyong’s team was conducted, the revenue in South China accounted for a relatively high proportion, and after the completion of the gambling agreement, the reason and rationality of the sharp decline in the revenue proportion in South China in the first half of 2021; In combination with the annual performance of the region in 2021 and the current orders on hand, explain whether there are abnormal fluctuations and explain the rationality, and explain whether there is benefit transfer or capital cardiopulmonary bypass during the performance gambling period.
In addition, the reply of Optics Valley information to the first two rounds of inquiry letters does not seem to be standardized.
In the third round of examination and inquiry letters, Beijing Jiaotong exchange said that according to the first and second round of inquiry replies, there were some problems in the reply documents of Optics Valley information, such as insufficient verification or demonstration of some questions, inaccurate words or expression, and failure to reply to the correspondence according to the inquiry requirements.
