Original title: directors of Tongyi Zhong work for business competition, independence or "erosion" between interbank companies and affiliated parties. Source: Jin Zhengyan
Jinzheng Research South Capital Center Wangshan / author Ying Wei / risk Control
In recent years, with the rapid development of China's capital market, the issue of corporate governance of listed companies is becoming more and more important. The focus of corporate governance is the board of directors, and the quality of board governance is often one of the factors that affect whether the company can achieve sustainable development. Among them, Dong Jiangao undertakes more violation costs and information disclosure obligations, and strengthens the independence in the actual implementation.
And this listing, Beijing Tongyi Zhongxin material Technology Co., Ltd. (hereinafter referred to as "Tongyizhong") the independence of hidden worries. Historically, before the cancellation of Tongyizhong branch, its former head worked part-time in the "same trade" company for nearly a year, and it may be difficult to guarantee business independence. One wave after another, during the reporting period, Ji Fei, the director appointed by shareholders in Tongyi, and an enterprise that also served as a director outside, the products and ceramic composite bulletproof material products in Tongyi are now "overlapping", and the two sides may compete in business.
1. Before the cancellation of the branch, the person in charge of the branch had worked in the "same trade" company for nearly a year, and the business independence was in doubt.
Looking back in history, Liu Jinsong, the former head of a cancelled branch in Tongyi, may have held shares and worked in a "peer" company for nearly a year when he was in charge of the branch.
According to the prospectus, from 2018 to 2020, the sales revenue of UHMWPE fiber in Tongyi was 225 million yuan, 183 million yuan and 154 million yuan respectively, accounting for 78.28%, 61.31% and 55.69% of the main business income in the current period, respectively.
According to the prospectus, Tongyizhong is one of the first enterprises in China to master a full set of UHMWPE fiber production technology and realize the industrialization of UHMWPE fiber earlier, and has the layout of the whole industry chain of UHMWPE fiber industry.
That is, the importance of UHMWPE fiber in Tongyi can be seen.
According to the prospectus, on May 21, 2019, Tongyizhong cancelled the Wuxi Branch of Beijing Tongyi Zhongxin Materials Technology Co., Ltd. (hereinafter referred to as "Wuxi Branch").
According to the prospectus, the Wuxi branch was established on November 4, 2005, and the person in charge was Dai Wenxin.
On August 6, 2018, the head of the Wuxi branch was changed from Liu Jinbo to Dai Wenxin, and there is no record of any other change, according to the Market Supervision Administration.
In other words, from the establishment of Wuxi Division of Labor Company on November 4, 2005 to August 5, 2018, Liu Jinbo may have been in charge of Wuxi Branch.
It should be pointed out that during his tenure as head of Wuxi branch, Liu Jinbo also served as a director of a company that overlaps with Tongyizhong's business scope or existence.
Wuxi Mianyuhe Technology Co., Ltd. was established on September 11, 2017, and Liu Jinbo has been a director of Mianyuhe Technology since its establishment, according to the Market Supervision Administration.
According to public information, as of August 10, 2021, Liu Jinbo held a 5% stake in Yuhe Technology.
This means that for nearly a year from September 11, 2017 to August 5, 2018, Liu Jinbo served as the head of the Wuxi branch or as a director of Yuhe Technology.
As a matter of fact, there may be an overlap in the scope of business between Yuehe Technology and Tongyi.
According to the official website of UHMWPE Technology, Yuanhe Technology is a high-tech enterprise engaged in the research, development, manufacture and sales of UHMWPE fiber and its composites, and its main products are UHMWPE fiber (UHMWPE fiber).
According to the official website of Yuanhe Technology, the application fields of UHMWPE fiber include safety protection, aviation, rope slings, fisheries, sporting goods, and can be used to make flexible bulletproof vests, bulletproof steel plate materials, aircraft wingtip structure, aircraft inner wall structure, buoy aircraft, maritime vessel ropes, slings, fishing nets, aquaculture cages and other product materials.
According to the prospectus, Tongyizhong is a national high-tech enterprise specializing in the research, development, production and sales of UHMWPE fiber and its composites, and its main products include UHMWPE fiber.
And Tongyi in the series of ultra-high molecular weight polyethylene fiber varieties can meet the differentiated needs of customers in various fields. Conventional fibers are mainly used in cables, cut-proof gloves, etc.; colored fibers are mainly used in sports equipment, high-end cables and functional fabrics; and ultra-high strength fibers are mainly used in non-weft fabrics and bulletproof products.
In addition, according to the prospectus, in the development of the industry belonging to Tongyizhong, UHMWPE fiber is widely used in the marine industry, safety protection, sports equipment and other fields, including as soft bulletproof vest, bulletproof board materials, aircraft cabin structures, cockpit safety doors, lifting ropes, fishing trawls, deep-sea culture cages, racket lines, sledding, hockey stick and other product materials.
It can be seen that Yuehe technology and Tongyi products may overlap, both are ultra-high molecular weight polyethylene fibers, and the application fields of the products also overlap.
Oddly enough, Liu Jinbo transferred his shares of Yuhe Technology and transferred them again three months after the cancellation of the Wuxi branch.
On April 8, 2018, Liu Jinbo quit Yuhe Technology and one of its shareholders changed to Guo Minglong, according to the Market Supervision Administration. On September 10, 2019, Guo Minglong quit Yuhe Technology, and Liu Jinbo became one of its shareholders.
According to public information, as of August 10, 2021, Liu Jinbo held a 5% stake in Yuhe Technology.
As can be seen from the above, for nearly a year from September 11, 2017 to August 5, 2018, Liu Jinbo served as the head of the Wuxi branch or as a director of Yuhe Technology. On the other hand, if there is an overlap in the scope of business between Yuhe Technology and Tongyi, what is the impact on the independence of Tongyi? Moreover, the Wuxi branch has been cancelled, but Liu Jinbo still serves as a director and holds shares in Mianyuhe Technology. During this period, Liu Jinsong withdrew and returned to the queue of shareholders of Mianyuhe Technology. Is it in order to avoid suspicion? We don't know yet.
Second, with the director part-time unit product now "overlap", or deposit business competition
The question of independence in Tongyi is not over yet. During the reporting period, Ji Fei, the director appointed by shareholders in Tongyi, and an enterprise that also served as a director outside the company, the products and ceramic composite bulletproof material products in Tongyi are now "overlapping", and the two sides may compete in business.
According to the prospectus, in December 2019, Tongyizhong added a new shareholder Development Industry Investment Fund (Limited Partnership) (hereinafter referred to as "Financial Development Fund"). And Ji Fei is appointed by the Finance and Development Fund to serve as a director in Tongyi.
And according to the prospectus, as of June 2, 2021, the financial development fund is the third largest shareholder in Tongyi, with a shareholding ratio of 4.88%. RDF is a private equity fund, which is managed by CIC Chuanghe (Shanghai) Investment Management Co., Ltd. (hereinafter referred to as "CIC Chuanghe").
According to the prospectus, Jifei held the position of director of Tongyi from December 2019 to June 2, 2021, the date of signing of the prospectus.
According to the data of the Market Supervision Administration, Ji Fei has held the position of director of Shanghai Hengyi Tetao New Materials Co., Ltd. (hereinafter referred to as "Hengyi Tetao") since September 16, 2019.
According to the prospectus, because the director Ji Fei is also a director of Hengyi Special Tao, Tongyizhong disclosed Hengyi Special Tao as a related party, but the prospectus did not disclose in detail the main business of Hengyi Special Tao.
In fact, Hengyi Tetao and Tongyi, the products may overlap.
According to Hengyi Tetao's official website, Hengyi Tetao is a new material company specializing in the preparation of high temperature ceramics by vacuum hot pressing, and has developed a number of product lines including boron carbide, boron nitride, silicon carbide and silicon nitride. Hengyi Tetao said that its current main second-generation boron carbide multi-curved surface bulletproof ceramics, passed the target test by professional institutions, and has been supplied to the market in batches. At the same time, Hengyi Tetao has made great technological breakthroughs in the selection of bulletproof backplane (HDPE), adhesive and production technology.
According to the situation of its products, Hengyi special pottery's main products include "Boron Carbide bulletproof Ceramics" series, "Silicon Carbide bulletproof Ceramics Series" and "Boron Nitride Composite Ceramics Series".
Among them, Hengyi Tetao "Boron Carbide bulletproof Ceramics" series, there is a product called "Boron Carbide Multi-curved Surface bulletproof Ceramic insert Board", which is mainly used in human body protection.
According to the prospectus, during the reporting period, that is, from 2018 to 2020, Tongyi's main business income came from ultra-high molecular weight polyethylene fibers and their composites. In composite materials, bulletproof products are an important part.
From 2018 to 2020, the sales revenue of bulletproof products in Tongyi was 32.4658 million yuan, 84.764 million yuan and 57.6046 million yuan respectively, accounting for 11.29%, 28.35% and 20.78% of the main business income in the same period, respectively.
Moreover, according to the prospectus, in terms of bulletproof products, Tongyi has designed and developed bulletproof vests, bulletproof vests, multi-type bulletproof helmets, bulletproof plates, ceramic composite bulletproof materials, bulletproof decks and other downstream bulletproof products.
In addition, this listing, Tongyi in the fund-raising project "High-performance Fiber and Advanced Composite Technology Research Center", research and development categories include armored materials and equipment, research and development direction covers B4C multi-curved plate bulletproof ceramic composite panels and ultra-light hybrid rifle bulletproof helmets and other products.
According to Tongyizhong's official website, Tongyizhong's "protective product series" includes "bulletproof insert board", and "bulletproof plug board" products can be divided into pure PE insert board, alumina ceramic board, silicon carbide ceramic board and boron carbide ceramic board. According to curvature, "bulletproof insert board" products can be divided into single panel, hyperbolic panel and multi-curved panel. At present, this product has been widely used as individual protective equipment in the armed forces of various countries.
It can be seen that Hengyi Tetao's "boron carbide multi-curved surface bulletproof ceramic insert board" and the boron carbide ceramic board in Tongyi Zhong "bulletproof insert board" are similar in product name, product curvature and product function. Hengyi Tetao and Tongyi in the product or overlap, people are saddened.
It should be pointed out that CIC Chuanghe, the manager of the third largest shareholder financing and development fund, also "showed up" in Hengyi Taute.
According to public information, as of August 10, 2021, CIC Chuanghe is the executive partner of the military-civilian Integration Development Industry Investment Fund (limited partnership) (hereinafter referred to as "military-civil integration"), with a contribution ratio of 0.65%. And civil-military integration directly holds a 16.6% stake in Hengyi Tetao.
It can be seen that CIC Chuanghe, the manager of the third largest shareholder financing and development fund in Tongyi, "appeared" as the "peer" company in Tongyi.
This means that during the reporting period, Ji Fei, the director appointed by the third largest shareholder financing and Development Fund, also served as a director of Hengyi Tetao, and the manager of the fund, Guochuanghe, appeared in Hengyi Tetao. However, Hengyi Tetao has a product called "Boron Carbide Multi-faceted bulletproof Ceramic insert Board", which overlaps with Tongyizhong ceramic composite bulletproof material products, or is suspected of business competition.
Linyuan envies the fish, it is better to retreat and form a net. With the torture of independence, Tongyi shock listing may usher in a "big test".