Core Viewpoint - The Zhejiang Securities Regulatory Bureau issued a warning letter to the chairman of Minghui Co., Ltd., He Yunfeng, for engaging in short-term trading of the company's stock and identified multiple violations, including undisclosed share transfers and fund misappropriation [1][3][11]. Group 1: Short-term Trading Violations - He Yunfeng, as a major shareholder and chairman, conducted short-term trading using others' accounts, buying 3.0739 million shares from October 27 to November 11, 2022, and selling 1.4625 million shares from February 20 to March 7, 2023 [3]. - Further transactions included buying 95,800 shares from April 10 to July 4, 2023, and additional trades in 2024 and 2025, which also constituted short-term trading violations [3]. Group 2: Undisclosed Share Transfers - From March 2020 to May 2021, Minghui Co. and He Yunfeng signed a share transfer agreement to indirectly transfer approximately 15 million shares, representing 15% of the company's equity, without timely disclosure, potentially impacting stock prices and investor decisions [4]. Group 3: Shareholding Representation Issues - From October 2022 to May 2025, Yao Qiang traded shares on behalf of He Yunfeng, leading to unclear ownership of shares, which was not accurately disclosed in relevant documents [6]. Group 4: Fund Misappropriation - Between January and April 2021, the company paid a total of 9.38 million yuan to suppliers under the guise of prepayments, which were ultimately transferred to He Yunfeng, and this non-operational fund occupation was not disclosed as required [8]. Group 5: Undisclosed Special Investment Terms - The company failed to disclose special investment terms agreed upon with Hangzhou Xinbei Equity Investment Management Partnership, including performance commitments and compensation clauses, which were not accurately reflected in disclosure documents [9]. Group 6: Accountability - He Yunfeng, along with other key personnel, including the financial officer and former board secretaries, were held primarily responsible for the aforementioned violations and were subjected to corrective measures [5][10][11].

Core Viewpoint - Sigen Energy's IPO application has become "invalid," marking a significant setback for the company, which has experienced rapid growth since its establishment three years ago [1][3]. Company Overview - Founded in May 2022, Sigen Energy achieved over 700 million yuan in revenue by the third quarter of 2024, earning a reputation as a major player in the energy storage industry [3]. - The company faced its most severe challenge since inception due to the invalidation of its IPO application, which was triggered by a regulatory inquiry four months prior [3][4]. Regulatory Challenges - The China Securities Regulatory Commission (CSRC) raised four core issues in its inquiry, including concerns about shareholding arrangements and potential competition restrictions related to the founder's previous employment at Huawei [4][6]. - The CSRC questioned the authenticity of Sigen's claim of becoming a global leader within two years and demanded clarification on the actual control of the company and its prior business activities [6]. Financial Performance - Sigen Energy's revenue figures for 2022, 2023, and the first three quarters of 2024 were reported as 0 yuan, 58.3 million yuan, and 700 million yuan, respectively [11]. - The company has faced significant net losses, totaling over 500 million yuan, with losses of 76.2 million yuan, 373 million yuan, and 53.4 million yuan reported for the same periods [12]. Market Position and Product Offering - Sigen Energy launched the world's first AI-enabled all-in-one solar storage charging machine, contributing to 90% of its revenue and addressing high labor costs in Europe [11]. - The company has established partnerships with 99 distributors across over 60 countries, with European market revenue accounting for 65.1% of total income in the first three quarters of 2024 [11]. Funding and Financial Pressure - As of January 2025, Sigen Energy had only 380 million yuan in cash against 357 million yuan in short-term loans, indicating a critical cash flow situation [13]. - The failure of the IPO means a crucial funding channel is blocked, raising concerns about potential buyback clauses in previous financing agreements if alternative financing is not secured [14]. Competitive Landscape - The European residential energy storage market is experiencing a downturn, with electricity prices dropping by 15%-20% in 2024, alongside a reduction in government subsidies [14]. - Competition is intensifying, particularly from Mowa Energy, a company founded by former Huawei employees, which is gaining traction in the commercial energy storage sector in Europe [14].

Core Viewpoint - The IPO application of Sige New Energy has become invalid after six months, raising concerns about multiple risks including shareholding representation, data security, and competition restrictions [1] Group 1: Company Background - Sige New Energy was founded in May 2022 by Xu Yingtong, who has a 23-year tenure at Huawei, where he held various senior positions [2][3] - The core management team largely consists of former Huawei members, contributing to the company's rapid growth [3] Group 2: Product and Market Strategy - The company adopted Huawei's marketing strategy to launch its flagship product, SigenStor, which integrates multiple energy solutions into one device [4] - Sige's distributor network expanded from zero to 99, covering over 60 countries and regions, with plans to enter new markets like Israel, South Korea, and Japan by June 2025 [4] Group 3: Financial Performance - Sige's revenue skyrocketed from zero in 2022 to 58.3 million yuan in 2023, and is projected to reach nearly 700 million yuan in the first nine months of 2024 [5] - The gross margin increased to 44.2%, primarily due to sales in high-value markets like Europe, but the company also reported significant inventory and trade receivables [6] Group 4: Regulatory Challenges - The China Securities Regulatory Commission (CSRC) raised concerns about shareholding representation and potential competition restrictions, particularly regarding Xu Yingtong's shareholding being held by family members [8][9] - The CSRC questioned the authenticity of Sige's rapid rise to prominence and requested clarification on whether the actual controller had engaged in related business prior to founding the company [9] Group 5: Future Outlook - The company's claim of being a "global leader" is limited to a niche market, representing less than 10% of the overall household storage market [10] - Financial challenges are evident, with cash reserves of 380 million yuan against short-term loans of 357 million yuan, and a cumulative net cash outflow of 606 million yuan [10] - The European household storage market is experiencing price declines of 15%-20%, which could impact Sige's revenue significantly [10] - Sige has the opportunity to resubmit its IPO application within three months if it addresses regulatory concerns, particularly regarding shareholding representation and competition restrictions [11]

Core Viewpoint - The largest shareholder of *ST Jintai, Hainan Dahe Enterprise Management Co., is seeking support from all shareholders to remove three directors and elect a new one, citing high delisting risks and alleged misappropriation of company funds by the current management [2][5]. Group 1: Shareholder Actions - Hainan Dahe is publicly soliciting votes to dismiss directors Luo Dian, Yu Xugang, and Tang Guangze, and to elect Liu Xiaolong as a new director at the upcoming extraordinary general meeting [2][3]. - The company emphasizes that Jintai is on the brink of delisting and claims that the current board is involved in serious financial misconduct [2]. Group 2: Internal Disputes and Financial Concerns - Since the disclosure of the annual report in July, disputes within Jintai have intensified, with some directors opposing responses to inquiries, leading to unclear fund flows and usage [5]. - The company has not disclosed the identity of a mysterious individual, Pei Jian, who is alleged to be the actual controller of Jintai, raising concerns about the clarity of fund flows and control [5]. Group 3: Audit and Regulatory Scrutiny - Jintai's 2024 annual report revealed an audit report with no opinion from the auditing firm, indicating significant internal issues [6]. - The Shanghai Securities Regulatory Bureau has mandated Jintai to investigate large fund transactions with several traders to determine if they involve non-operational fund occupation [7]. Group 4: Strategic Inventory and Fund Misuse Allegations - Jintai claims that its strategic inventory practices, initiated in 2022, are aimed at securing raw material supply and pricing, but the audit committee has raised concerns about these practices being non-operational fund occupation [11][12]. - The audit committee has expressed that the strategic inventory behavior does not align with normal procurement practices and should be classified as non-operational fund occupation [11]. Group 5: Transactions and Financial Irregularities - Jintai's transactions with Shihezi Yike and Xiamen Yike have raised suspicions of fund misappropriation, with the audit committee suggesting that repayments may be fictitious [16]. - The company has been criticized for its lack of transparency regarding the flow and ultimate use of funds in these transactions, with significant amounts remaining unaccounted for [15][16]. Group 6: Control and Governance Issues - There are allegations that Pei Jian, despite not being officially recognized as the actual controller, has significant influence over the company, with reports of him being treated as a leader by various executives [26]. - The board has faced challenges in addressing the influence of Pei Jian, with some directors questioning the management's lack of transparency regarding his role [22][26].

Core Viewpoint - Suzhou Lianxun Instrument Co., Ltd. is seeking to go public on the A-share market after experiencing explosive growth in 2024, with revenue increasing over 180% and net profit turning positive, despite rising debt levels and concerns over past equity holding arrangements [1][2][4]. Financial Performance - In 2024, the company achieved approximately 789 million yuan in revenue, a year-on-year increase of 185.87%, and a net profit of about 140 million yuan, marking a turnaround from previous losses [2]. - The company reported revenues of approximately 214 million yuan and 276 million yuan in 2022 and 2023, respectively, with net losses of 38.07 million yuan and 55.39 million yuan in those years [2]. - In Q1 2025, the company continued its profitability with revenues of about 201 million yuan and a net profit of approximately 19.33 million yuan [2]. Funding and Capital Structure - The company plans to raise approximately 1.954 billion yuan through its IPO, with 150 million yuan allocated for working capital and the remainder for various R&D projects [3]. - As of Q1 2025, the company had about 254 million yuan in cash, indicating a strong liquidity position despite the planned fundraising [3]. - The company has a rising debt-to-asset ratio, which was reported at 51.03% by the end of the reporting period, significantly higher than the industry average [4]. Shareholding and Governance - The chairman, Hu Haiyang, has a complex shareholding structure, directly holding 20.55% and indirectly controlling a total of 34.83% of the company through various platforms [5][6]. - There were past instances of equity holding arrangements that raised concerns, but the company asserts that its current shareholding structure is clear and compliant with governance standards [7]. Legal and Compliance Issues - The company is currently involved in ongoing litigation related to a patent infringement dispute with Aehr, which remains unresolved [7].

Core Viewpoint - Suzhou Lianxun Instrument Co., Ltd. is seeking to go public on the Sci-Tech Innovation Board, with significant growth in revenue and profit expected in 2024, despite rising debt levels and past issues with shareholding arrangements [1][3][4]. Financial Performance - In 2024, the company achieved approximately 789 million yuan in revenue, a year-on-year increase of 185.87%, and a net profit of about 140 million yuan, marking a turnaround from previous losses [3][4]. - The company reported revenues of approximately 214 million yuan and 276 million yuan in 2022 and 2023, respectively, with net losses of 38.07 million yuan and 55.39 million yuan [3]. - In Q1 2025, the company continued its profitability with revenues of about 201 million yuan and a net profit of approximately 19.33 million yuan [3]. Fundraising Plans - The company plans to raise approximately 1.954 billion yuan, with 150 million yuan allocated for working capital and the remainder for various R&D projects and infrastructure [4]. - As of Q1 2025, the company had cash reserves of about 254 million yuan, indicating a strong liquidity position despite the fundraising efforts [4]. Debt Levels - The company's debt-to-asset ratio has been increasing, reaching approximately 51.03% by the end of the reporting period, significantly higher than the industry average [5]. - The debt-to-asset ratios for previous years were 26.71%, 41.08%, and 47.66%, compared to industry averages of 12.89%, 13.15%, and 16.01% [5]. Accounts Receivable - The company's accounts receivable balances have increased, with amounts of approximately 89.63 million yuan, 136 million yuan, 255 million yuan, and 305 million yuan over the reporting periods, representing 41.81%, 49.16%, 32.28%, and 37.95% of revenue, respectively [6]. - The company maintains a high quality of accounts receivable, with over 90% of receivables being less than one year old [6]. R&D Investment - R&D expenses for the company were approximately 53.57 million yuan, 105 million yuan, 191 million yuan, and 56.81 million yuan over the reporting periods, accounting for 24.99%, 37.97%, 24.27%, and 28.25% of revenue, respectively [7]. - The company has a stable core technology team with 385 R&D personnel as of March 2025 [7]. Shareholding Structure - The chairman, Hu Haiyang, previously used a friend for shareholding representation during the company's establishment, but the shareholding structure is now clear and compliant with governance requirements [8][10]. - As of the signing of the prospectus, Hu directly holds 20.55% of the shares and controls a total of 54.79% of the company through various platforms [8][9].

Core Viewpoint - Suzhou Lianxun Instrument Co., Ltd. is seeking to go public on the Sci-Tech Innovation Board, with significant growth in revenue and profit expected in 2024, despite rising debt levels and past issues with shareholding arrangements [1][3]. Financial Performance - In 2024, the company achieved approximately 789 million yuan in revenue, a year-on-year increase of 185.87%, and a net profit of about 140 million yuan, marking a turnaround from previous losses [3]. - The company reported revenues of approximately 214 million yuan and 276 million yuan in 2022 and 2023, respectively, with net losses of 38.07 million yuan and 55.39 million yuan [3]. - In Q1 2025, the company continued its profitability with revenues of about 201 million yuan and a net profit of approximately 19.33 million yuan [3]. Fundraising Plans - The company plans to raise approximately 1.954 billion yuan through its IPO, with 150 million yuan allocated for working capital and the remainder for various R&D projects [4]. - As of Q1 2025, the company had cash reserves of about 254 million yuan, indicating a strong liquidity position despite the planned fundraising [4]. Debt Levels - The company's debt-to-asset ratio has been increasing, reaching approximately 51.03% by the end of the reporting period, significantly higher than the industry average [5]. - The debt-to-asset ratios for the reporting periods were approximately 26.71%, 41.08%, 47.66%, and 51.03%, compared to industry averages of 12.89%, 13.15%, 16.01%, and 15.29% [5]. Accounts Receivable - The company's accounts receivable balances increased over the reporting periods, with the balance at the end of the period reaching approximately 305 million yuan, accounting for 37.95% of revenue [6]. - The proportion of accounts receivable aged within one year remained high, indicating good quality and low collection risk [6]. R&D Investment - The company has invested significantly in R&D, with expenses of approximately 535.73 million yuan, 1.05 billion yuan, 1.91 billion yuan, and 568.06 million yuan over the reporting periods, representing 24.99%, 37.97%, 24.27%, and 28.25% of revenue, respectively [7]. - The company employs 385 R&D personnel as of March 2025, with plans to continue enhancing its R&D team [7]. Shareholding Structure - The chairman, Hu Haiyang, previously used a friend for shareholding representation during the company's establishment, which has raised concerns about ownership transparency [8][10]. - As of the signing of the prospectus, Hu directly holds 20.55% of the company and controls a total of 54.79% of shares through various platforms [8][9]. Legal Issues - The company is currently involved in ongoing litigation related to a patent infringement dispute with Aehr, which remains unresolved as of the prospectus signing date [10].

Core Viewpoint - The company Daoshengtianhe Materials Technology (Shanghai) Co., Ltd. is facing significant challenges in its IPO application process, including unstable revenue, high dividend payouts amidst cash flow issues, and internal shareholder disputes, raising concerns about its governance and financial health [1][2][4]. Financial Performance - Daoshengtianhe's revenue from 2020 to 2024 has shown volatility, with figures of approximately 33.32 billion, 31.27 billion, 34.36 billion, 32.02 billion, and 32.38 billion respectively, indicating inconsistent performance [4]. - The net profit during the same period was 1.38 billion, 0.85 billion, 1.1 billion, 1.55 billion, and 1.55 billion, with a significant drop of over 30% in 2021 [4]. - The company has distributed a total cash dividend of 250 million from 2021 to 2023, which accounts for 81.17% of its net profit of 308 million during that period, significantly exceeding the scrutiny standards for large dividends [3][4]. Shareholder Dynamics - The ownership structure of Daoshengtianhe is complicated, with the controlling shareholders, Ji Gang and Zhang Ting, holding 60.47% of the shares and possessing U.S. permanent residency [4]. - There have been low-priced share transfers among shareholders, raising suspicions of potential benefit transfers, which have destabilized the company's equity structure [3]. Governance Issues - The company has experienced severe internal conflicts among shareholders, which have been publicly visible and have negatively impacted corporate governance [2]. - The initial chaotic shareholding arrangements reflect a lack of governance awareness, and ongoing litigation during the IPO process raises concerns about internal stability [2]. Market Position and Strategy - Daoshengtianhe aims to enter the high-end adhesive market, but its existing production capacity utilization rates are low, at 29.65%, 76.35%, and 78.65% for 2022-2024, indicating potential overexpansion risks [6]. - The company’s products are under scrutiny for being classified as "high pollution" and "high environmental risk," which could hinder its market acceptance [6][7]. Environmental Concerns - The company has faced criticism regarding its environmental practices, particularly in relation to its products being similar to those listed as "high pollution" by the Ministry of Ecology and Environment [6][7]. - Despite adjustments to its investment projects, a significant portion of its planned production still aligns with "high pollution" products, raising questions about its environmental compliance and project planning [7].

Core Viewpoint - The low price at which the owner acquired equity can lead to the failure of a company's IPO, highlighting the importance of scrutinizing historical equity transactions [1][14]. Group 1: Company Background - Company A reported annual revenue of 800 million and a net profit of 93 million, but its application for listing on the Growth Enterprise Market was rejected due to the low price at which the owner acquired equity [2]. - The actual controller of Company A, referred to as A, and another party, B, jointly acquired 100% of the company's equity 12 years ago for a total price of 24 million [2]. Group 2: Equity Transactions - A acquired 48% of the equity for 11.52 million, with the funds provided by B, who held the shares on behalf of A at that time [2]. - Nine years after the acquisition, as the company prepared for its IPO, B sold all of his equity at a low price [3]. - B sold 27% of his equity to A and 3% to other executives, after which A resold 13% of the equity to investors at a price nine times higher within two months, earning 49.5 million [4]. Group 3: IPO Application and Rejection - The company began its IPO application one year after these transactions, but the low price at which B transferred equity to A raised questions about the fairness of the transaction [7][8]. - The company claimed that B needed cash urgently and that the valuation was based on net asset premium [9][10]. - However, it was discovered that the price at which B sold the equity was below the company's net asset value, and B had not demanded repayment from A for the funds lent 12 years ago [12][13]. Group 4: Regulatory Concerns - The listing committee expressed doubts about the legitimacy of the low-priced equity transfer and the authenticity of the ownership structure, leading to the rejection of the IPO application [14]. - The company’s failure to clarify the rationale behind the low-priced transfer raised concerns about potential equity holding arrangements, which are prohibited under company law [15].

关于上海证券交易所 监管工作函所涉法律事项 的回复 北京德恒（济南）律师事务所 山东省济南市高新区舜泰北路 567 号银丰科技公园 2 号楼 电话：+86 531-8166 3606 传真：+86 531-8166 3607 邮编：250102 北京德恒（济南）律师事务所 关于上海证券交易所监管工作函所涉法律事项的回复 北京德恒（济南）律师事务所 关于上海证券交易所 监管工作函所涉法律事项 的回复 德恒 11F20250229-02 号 上海证券交易所上市公司管理一部： 北京德恒（济南）律师事务所（以下简称"本所"或"德恒"）接受西藏华 钰矿业股份有限公司（以下简称"华钰矿业"或"公司"或"上市公司"）的委托， 就贵所于 2025 年 7 月 23 日下发的《关于西藏华钰矿业股份有限公司对收购股权 估值调整补偿及进一步现金收购股权暨关联交易的监管工作函》（上证公函 [2025]1122 号，以下简称"监管工作函"）中提到的需要律师发表意见的问题出具 本回复。德恒及经办律师根据《中华人民共和国公司法》《中华人民共和国证券 法》《律师事务所从事证券法律业务管理办法》《律师事务所证券法律业务执业 规则（试行）》等法 ...