Scientific and technological innovation board inquiry of key legal issues - with 35 enterprises as samples
Since the Shanghai Stock Exchange officially began to accept the application for listing on the Science and Technology Board on March 18, 2019, more than 100 enterprises have submitted application documents. As of the evening of May 6, 35 reporting enterprises have completed the submission of the first round of inquiry feedback materials.
Through sorting out the legal issues of the inquiry materials of 35 reporting enterprises, we found that the key direction of the examination and inquiry of the SSE mainly focused on six aspects, including the equity structure of the issuer, core technology and core technical personnel, business model and dealer customers, corporate governance and independence, financial and accounting information, and other matters.
Further subdivision can be divided into the following 31 types of key verification questions (accounting for more than 20% is defined as key verification questions) :
In terms of the proportion of the above 31 verification problem types, and the comprehensive positioning of the science and technology board itself, it is not difficult to find that when the Shanghai Stock Exchange reviews the science and technology board to be listed, the following issues have received much attention:
1
Verification of core technology and core technical personnel, intellectual property rights and other related content
By reviewing the feedback of the enterprise, the auditor can help judge whether the enterprise meets the positioning of "high-tech industry and strategic emerging industry" of the Science and Technology Innovation Board, and whether it has the independence and advanced nature of core technology.
For example, Ningbo Rongbai New Energy Technology Co., LTD., "Audit Inquiry Letter" article 12 was a series of questions by the Shanghai Stock Exchange "... (2) Whether Chen Mingfeng and other core technical personnel have signed non-competition agreements with their previous employers, whether their main achievements involve job inventions, and whether there are infringements on the legitimate rights and interests of issuers or third parties; (3) the formation process of core technologies and patents, the situation of related parties owning or using trademarks, patents and other intellectual property rights related to the issuer's business, and whether there is dependence on core technical personnel; (4) Background and main core technology source of technical breakthrough of high nickel products such as NCM811; (5) Whether the issuer's core technology or product is at risk of being replaced or eliminated by other technologies in the international and domestic markets in recent years."
In fact, as early as April 23, when the Shanghai Stock Exchange answered reporters' questions in response to the first round of inquiries and responses, it had made clear that the current reporting enterprises had a major problem of "insufficient disclosure of scientific and technological innovation-related matters." Core technology, R&D personnel, R&D investment and other matters are important characteristics of scientific and technological innovation enterprises, and are important basis for investors to understand and judge whether the issuer has the ability of scientific and technological innovation. Compared with other listed sectors, the science and Technology board prospectus pays more attention to the disclosure of scientific and technological innovation-related matters. Therefore, for the enterprises to be landed in the science and technology board, the core technology and core technical personnel need to be given enough attention.
2
Verification of various issues in company establishment, share reform, capital increase and equity transfer
This point is similar to other listed sectors, the audit department attaches more importance to the change of the company's ownership structure, through the thorough inquiry, and then eliminate the possible "minefields" in the ownership structure.
For example, Article 8 of the "Audit Inquiry Letter" of Jingchen Semiconductor (Shanghai) Co., Ltd. was asked about "the issuer has repeatedly increased capital and transferred shares since its establishment, and there is a difference between the capital increase price and the share transfer price at the same time." Please: (1) supplementary disclosure of the background and reasons for previous capital increases and equity transfers. (2) Supplementary disclosure of the pricing basis and fairness of the capital increase and equity transfer, the reasons for the difference between the capital increase price and the equity transfer price, the source of funds of the capital increase party and the transferee party..."
In response to such problems, the company to be listed on the science and technology board should be realistic about the relevant issues in a positive and comprehensive response, in order to eliminate the reasonable doubts of the audit staff. For some problems that do exist, enterprises can comprehensively solve them by taking corrective measures and issuing statements of commitment. For example, when the state-owned shareholders of Yantai Ruichuang Micro and Sodium Technology Co., Ltd. increased their capital, the first two capital increases did not fulfill the asset evaluation procedure, and the relevant state-owned shareholders hired an asset evaluation company to retroactively evaluate the net assets of the enterprise at the time of the capital increase, and issued a filing confirmation document through the state-owned assets supervision department.
3
Verification of related parties and related transactions
As the focus of the company's listing has always been concerned, the verification of related parties and related transactions basically runs through the multiple rounds of inquiries of the audit department. Starting from the related parties and related transactions, the auditors can further verify the corporate governance and independence of the issuer, intellectual property rights, whether there is improper transfer of benefits, and so on, and then screen out the companies suitable for listing.
For example, article 21 of the "Audit Inquiry Letter" of Traffic Control Technology Co., Ltd. was asked to "ask the issuer... (2) In combination with the foregoing circumstances, explain the necessity of connected party transactions; (3) Disclose the fairness of pricing of related party transactions in combination with third-party purchase prices of similar commodities. The sponsor agency and the lawyer of the issuer are requested to verify and make clear opinions on whether the issuer complies with the relevant provisions of Article 12 of the Registration Measures, such as' there is no affiliated transaction that seriously affects independence or shows fairness '."
Article 12 (1) of the Measures for the Administration of Registration of Initial Public Offerings of the Science and Technology Board (Trial Implementation) requires that the business, personnel, finances and institutions of the issuer are independent, that there is no industry competition with the controlling shareholder, the actual controller and other enterprises controlled by the issuer, and that there is no affiliated transaction that seriously affects the independence or is obviously unfair. Therefore, for the inquiry and feedback of enterprises to be listed on the Science and Technology Board, it is necessary to explain the reasons for the occurrence of existing affiliated transactions and the fairness of pricing clearly and reasonably, and ensure the adequacy and integrity of the information disclosure content.
The above several aspects of the problem is only a preliminary brief analysis, there are many common problems and individual prominent problems in the inquiry of science and technology board enterprises, lawyer Guo Ling will open up a special topic next, continue to update the science and technology board listing related issues of various analysis articles, please look forward to!
