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Source: under the plane tree V
On the evening of May 13th, the Shanghai Stock Exchange announced the decision to give a regulatory warning to Qingdao Bay Chemical Co., Ltd., which declares the IPO of the main board. On February 28, 2023, the Shanghai Stock Exchange accepted the application of IPO, the chemical motherboard of Qingdao Bay. It has been found out that in the process of applying for issuance and listing, the company has committed the following violations: 1. The release of equity pledge of the employee shareholding platform has not been fully disclosed; 2. During the reporting period, the issuer has inaccurate accounting in many subjects, such as sales expenses, main business costs, long-term prepaid expenses, government subsidies, inventory, fixed assets and so on. The sponsor of the company's IPO is Citic Securities. The company deducts non-return net profit of more than 2 billion yuan in 2021. Annual cash dividends during the reporting period, with a total dividend of 33Scratch2.00.06 billion yuan, accounting for 85.45 percent of the total net profit of 3.869 billion yuan in the reporting period. On January 6, 2024, the company was selected by the China Securities Association to undergo on-site inspection.
I. violations by relevant subjects
On February 28, 2023, the Shanghai Stock Exchange accepted the application of Qingdao Bay Chemical Co., Ltd. (hereinafter referred to as the issuer) for initial public offering and listing on the main board (hereinafter referred to as IPO). It has been found that in the process of listing application, your company has the following violations.
(1) incomplete disclosure of the lifting of equity pledge on the employee shareholding platform
In total, the issuer's three employee shareholding platforms hold 20 per cent of the issuer's shares, of which 60 per cent of the capital contribution of 567 million yuan comes from loans pledged by the issuer's equity. According to the application document, as of the date of signing of the prospectus, the basic creditor's rights and debt relationship related to the investment of the shareholding platform still exists, but there is no equity pledge. According to the on-site inspection, there is no equity pledge cancellation agreement signed between the above-mentioned employee shareholding platform and the borrowing bank, and the relevant equity pledge has gone through phased lifting procedures for this initial public offering. it is necessary to re-apply for equity pledge after the issuer's listing is successful or after the listing is terminated.
(2) there are inaccuracies in multiple accounting
The on-site inspection found that during the reporting period, the issuer had inaccurate accounting in many subjects, such as sales expenses, main business costs, long-term prepaid expenses, government subsidies, inventory, fixed assets and so on.
Clear ownership and accurate financial accounting are important conditions for issuance and listing. The issuer has not fully disclosed the lifting of the equity pledge of the employee shareholding platform, and there are inaccurate accounting in many subjects, such as main business costs, sales expenses, long-term prepaid expenses, government subsidies, inventory, fixed assets and so on, which affect the audit judgment. The above acts violate the relevant provisions such as Article 15 and Article 25 of the rules on the examination and approval of Stock issuance and listing of the Shanghai Stock Exchange (hereinafter referred to as the "examination rules").
In view of the above-mentioned facts and circumstances, in accordance with articles 10, 72 and 74 of the Audit rules and the measures for the implementation of Disciplinary and Regulatory measures of the Shanghai Stock Exchange, the listing examination center of the exchange decided to take the following regulatory measures: to give supervision and warning to Qingdao Bay Chemical Co., Ltd.
The parties concerned shall take it as a warning, strictly abide by laws and regulations and the business rules of the exchange, be honest and trustworthy, and fully disclose the information necessary for investors to make value judgments and investment decisions in accordance with the law, to ensure that the issuance and listing application documents and information disclosure are true, accurate and complete.
After Qingdao Bay Chemical Application IPO was accepted, the first round of inquiry letter was received on July 20, 2023, but no reply has been announced so far, and the audit is currently suspended (financial update). The company's IPO sponsor is Citic Securities, and the auditor is KPMG Huazhen, which is the head organization.
The issuer's main business is chlor-alkali chemical industry, organic chemical raw materials and new polymer materials and inorganic silicon products R & D, production and sales, the main products include ethylene process PVC, styrene, polystyrene and caustic soda, while the use of some self-produced caustic soda to produce sodium metasilicate to achieve the extension of inorganic chemicals business. From January to June in 2019, 2020, 2021 and 2022, the company's operating income was 7.038 billion yuan, 6.053 billion yuan, 13.028 billion yuan and 6.962 billion yuan respectively, and the non-return net profit was 425 million yuan, 247 million yuan, 2.04 billion yuan and 970 million yuan respectively. The annual cash dividend during the reporting period was 3.306 billion yuan, accounting for 85.45% of the total net profit of 3.869 billion yuan in the reporting period.
On January 6, 2024, the company was selected by the China Securities Association to undergo on-site inspection.