Recently, the information disclosed by the Shanghai Stock Exchange shows that Shanghai Lianshi Navigation Technology Co., Ltd. (hereinafter referred to as "Lianshi Technology") and its sponsor Guojin Securities have withdrawn their listing application documents. As a result, the Shanghai Stock Exchange has decided to terminate its review of its initial public offering and listing on the STAR Market.
According to Beduo Finance, Lianshi Technology submitted a prospectus in June 2023 to prepare for listing on the Science and Technology Innovation Board. In this sprint listing, Lianshi Technology originally planned to raise 516 million yuan, which will be used for high-end intelligent equipment base construction projects, R&D center construction projects, marketing network and brand building projects, as well as replenishment of working capital.
Tianyancha App information shows that Lianshi Technology was established in March 2015 and is an enterprise mainly engaged in professional and technical services. At present, the registered capital of the company is 69 million yuan, the legal representative is Ma Fei, and the shareholders include Ma Fei, Xu Jiyang, etc.
According to the prospectus, Lianshi Technology is committed to the research and development of intelligent agricultural machinery equipment and agricultural science and technology-related technologies, and its main business products include agricultural machinery automatic driving systems, intelligent operation control systems, positioning terminals and accessories and other agricultural machinery equipment intelligent products and smart farm solutions.
In 2020, 2021 and 2022, the revenue of Lianshi Technology will be 172 million yuan, 220 million yuan and 315 million yuan respectively, the net profit will be 28.4123 million yuan, 22.8022 million yuan and 52.8493 million yuan respectively, and the net profit after deducting non-profits will be 39.0574 million yuan, 14.6954 million yuan and 38.3425 million yuan respectively.
According to the business structure, the revenue of Lianshi Technology mainly comes from intelligent products of agricultural machinery and equipment. During the reporting period, the company's revenue from intelligent agricultural machinery and equipment products was about 166 million yuan, 203 million yuan and 277 million yuan respectively, accounting for 96.81%, 92.99% and 89.30% of its main business income respectively.
According to the prospectus, the intelligent products of agricultural machinery and equipment of Lianshi Technology are mainly agricultural machinery automatic driving systems, accounting for 81.49%, 74.45% and 71.23% of the company's total revenue, respectively.
In this regard, the Shanghai Stock Exchange requires Lianshi Technology to explain the main functions and importance of GNSS modules and other purchased materials, the main functions of the company's self-developed software in the agricultural machinery automatic driving system and intelligent operation control system, the specific embodiment of the core technology in the production process, and whether it is a key technology.
Lianshi Technology said that there are two main types of self-developed software, one is the intelligent comprehensive software of agricultural machinery (i.e., control system software) installed on the industrial tablet, and the other is the embedded software of GNSS receivers, steering drive units, unmanned driving controllers, operation control units and other major components.
Prior to this listing, Ma Fei directly held 33.92% of the equity of Lianshi Technology and controlled 16.63% of the company's equity through Shanghai Shiyi. At the same time, Xu Jiyang directly holds 16.98% of the shares, and the two control 67.53% of the company's shares in total, and are acting in concert, and are the controlling shareholders and actual controllers of the company.
According to the prospectus, Ma Fei, one of the actual controllers of Lianshi Technology, entrusted his cousin Wang Liang to hold his shares on behalf of him at the beginning of the establishment of the issuer, and in June 2015, the relationship between the two parties was terminated. In March 2016, Xu Jiyang joined Lianshi Technology, and in May of the same year, he transferred 27.04% of the shares held by Li Ying and entrusted his cousin Gu Xiuqin to hold shares, and the nominee holding relationship was terminated in December 2016.
In September 2016, Ma Fei transferred a total of 10% of the equity of Lianshi Technology at a price of 2.5 yuan per share and entrusted his spouse and niece Ma Cong to hold it on his behalf, and in 2020, Ma Cong transferred the equity held by him to Fujian Xinggong (a partnership controlled by Li Jianhui) free of charge, and the nominee holding relationship was terminated.
Among them, when Li Jianhui became a shareholder of Lianshi Technology, he served as the chairman of Huaxin Antenna (resigned in November 2020) and the vice chairman of BDStar (the parent company of Huaxin Antenna) (resigned in January 2021), one of the top five suppliers of the company during the reporting period.
In this regard, the Shanghai Stock Exchange requires Lianshi Technology to explain the reasons for the equity holding on behalf of the company, whether there is a situation where the shareholder is not qualified, and whether there is a dispute with the original unit based on the resumes of Ma Fei and Xu Jiyang. Combined with the relevant agreement and the source and payment of the transferred equity, explain whether the basis for determining the equity holding and termination is sufficient.
At the same time, combined with Li Jianhui's position in the original unit, the reasons for his resignation and his whereabouts, it is explained whether the act of holding shares in Lianshi Technology on behalf of the company complies with the regulations of the original unit; Combined with Li Jianhui's shareholding, it is explained whether the company's natural person and legal person shareholders' shareholding involves business cooperation and share holding.
Lianshi Technology replied that Ma Fei's original unit was Sinan Navigation, and in February 2015, Ma Fei resigned from Sinan Navigation. In February 2015, Ma Fei and Sinan Navigation signed the "Non-compete Agreement", stipulating that the non-compete period after Ma Fei's resignation is 2 years from the date of resignation, and he is not allowed to work or serve in companies in the same industry.
In March 2015, Ma Fei and Li Ying established Lianshi Technology Co., Ltd. (i.e., "Lianshi Technology") in Shanghai, when Ma Fei's main job was to connect with the Intelligent Equipment Technology Research Center of the Beijing Academy of Agriculture and Forestry Sciences, and because he was not in Shanghai on a long-term business trip, he entrusted his cousin Wang Liang (the son of his father's sister) to hold 49% of the equity on his behalf.
In June 2015, Ma Fei and Wang Liang reached a consensus to terminate the equity holding relationship through equity transfer, and signed the "Equity Holding Termination Agreement", after the completion of the equity transfer, the equity holding relationship between Ma Fei and Wang Liang was dissolved, and the entrusted shareholding relationship between Ma Fei and Wang Liang lasted for about 3 months.
Like Ma Fei, Xu Jiyang also worked in Sinan Navigation, and served as the deputy director and assistant to the chairman of the precision agriculture department of Sinan Navigation. According to Lianshi Technology, Xu Jiyang resigned from Sinan Navigation in January 2016, and did not sign a separate non-compete agreement with Sinan Navigation after his resignation.
In March 2016, Xu Jiyang joined Lianshi Co., Ltd., and in May 2016, he acquired 27.04% of the shares held by Li Ying, a shareholder of the company. Since Xu Jiyang resigned from Sinan Navigation in January 2016, from a personal point of view, he did not want to attract too much attention for the time being, so he entrusted his cousin Gu Xiuqin (his aunt's daughter) to hold his equity on his behalf.
In May 2016, the two parties signed the "Entrusted Shareholding Agreement", so the actual holder of 27.04% of the equity of Lianshi Co., Ltd. (corresponding to the subscribed capital contribution of 5.408 million yuan) held by Gu Xiuqin is Xu Jiyang. On December 18, 2016, Xu Jiyang and Gu Xiuqin reached a consensus to terminate the equity holding relationship through equity transfer.
According to the prospectus, Lianshi Technology distributed cash dividends of 15 million yuan to shareholders in 2020, no dividends in 2021, and 13.8 million yuan in 2022. In March 2023, the company held a general meeting of shareholders and planned to pay a dividend of 27.6 million yuan (tax included).
Among them, Ma Fei actually received a dividend amount of 16.199 million yuan, which was used for the purchase of two properties, family life insurance expenses, repayment of company loans, retention of his stock account, daily family consumption, etc.; Xu Jiyang actually obtained a dividend of 8.0297 million yuan, which was used to purchase short-term bank wealth management, public funds, payment of Shanghai Shiyi share transfer, and retention of family accounts.