Passing The Meeting Is Not Equal To Listing Worry Free Scientific Innovation Board Registration Link

"Guohui" is no longer the "life preserver" for the listing of enterprises. The registration stage, which has always been regarded as "going through the market", has recently become the end stage of two companies to be listed on the science and technology innovation board.

Recently, Gu'an Xintong and Blue Arrow Electronics both withdrew their IPO application materials and terminated their listing journey.

As early as the end of last year, the two enterprises had already passed the meeting and subsequently submitted registration applications. However, after more than eight months of deliberation at the municipal Party committee meeting, Gu'an Xintong and Blue Arrow Electronics failed to wait for the IPO registration results, and later they voluntarily gave up the opportunity of listing on the science and technology innovation board. In this regard, some securities investment bank personnel close to the Supervision said that from the feedback of the registration stage of the CSRC, the lack of scientific and technological innovation attribute may be the key to the failure of the two enterprises to obtain the registration approval.

"In the past, once the IPO meeting was held, everyone was elated and encouraged. Recent cases show that the meeting under the registration system is only an intermediate link in the IPO process." A certified public accountant in South China said that after the meeting, the enterprises on the science and Technology Innovation Board will also go through the registration stage of the CSRC. If there is a dispute on the nature of scientific and technological innovation of enterprises, this link will still be full of dangers.

Performance fluctuation leads to "substandard" data

Gu'an Xintong can still pass the meeting due to insufficient scientific and technological innovation attribute, which is not due to the omission of the municipal Party Committee on the science and technology innovation board. It is the change of financial performance before and after the "meeting", which makes the company no longer meet the rigid indicators with the attribute of scientific innovation.

On March 20, 2020, the China Securities Regulatory Commission (CSRC) issued the guidelines on the evaluation of science and technology innovation attributes (Trial Implementation) (hereinafter referred to as the guidelines), which provides standards for the identification of hard technology enterprises listed on the science and technology innovation board.

Specifically, the enterprises to be listed on the science and technology innovation board need to meet three conventional indicators at the same time, namely, "the proportion of R & D investment in the last three years accounts for more than 5% of the operating revenue, or the R & D investment amount in the last three years has exceeded 60 million yuan", "more than 5 invention patents have formed the main business income", "and the compound growth rate of business income in the last three years has reached 20%, Or 300 million yuan in the latest year. ". In addition, if it does not meet the three conventional indicators at the same time, but meets any one of the five exception clauses, it can also be considered as scientific and technological innovation.

If the report period of the last three years is from 2017 to 2019 before the above conference, Gu'an Xintong will undoubtedly meet the above three criteria for scientific and technological innovation. Even taking 2018-2020 as the latest three-year report period, the number of invention patents of Gu'an Xintong forming its main business income also has 8. It is expected that the proportion of accumulated R & D investment in the total operating revenue of the last three years in 2018-2020 will remain above 5%.

However, the new crown pneumonia epidemic has caused a short-term impact on the subdivision industry of Gu'an Xintong. According to the annual report released by the company in April 2021, the company's operating revenue will be only 238110100 yuan in 2020, a decrease of 10.8% year-on-year. Based on this calculation, from 2018 to 2020, the compound growth rate of Gu'an ICT in the last three years is only 9%. The target of "the compound growth rate of business income in the last three years has reached 20%, or the amount of business income in the latest year has reached 300 million yuan" which cannot meet the requirements of the guidelines.

During the inquiry at the registration stage, the CSRC also asked Gu'an Xintong to comprehensively analyze the specific reasons for the decline of business income in 2020, and explain whether it meets the positioning requirements of the science and technology innovation board in combination with the relevant provisions of the science and technology innovation board.

According to the above-mentioned certified public accountants in South China, they will judge and inquire according to the latest financial statements of the enterprise in the registration stage of the science and technology innovation board, rather than the financial information disclosed in the prospectus“ Gu'an Telecom's performance declines in 2020, so the company can consider updating the data of 2021, which is equivalent to telling the regulator that the future performance is good and can meet the requirements of scientific and technological innovation. But since the company has taken the initiative to withdraw materials, it means that the company's performance may not improve in 2021. "

The identification of scientific and technological innovation attributes is closely related to "substance is greater than form"

Different from Gu'an Xintong, the reason why blue arrow is lack of scientific and technological innovation attribute is more special. This case also shows that the science and technology innovation board pays attention to the enterprise's scientific and technological innovation attribute, which may follow the principle of "substance is greater than form", and that only satisfying the scientific and technological innovation attribute indicators of the scientific and technological innovation board in terms of data can not "rest assured".

In the prospectus, Blue Arrow Electronics, as a semiconductor packaging and testing enterprise, classifies itself as the "semiconductor and integrated circuit" industry in the "new generation information technology field".

According to the data disclosed, the total R & D investment of the company from 2017 to 2019 is 71.9208 million yuan, and the total R & D investment in the last three years is more than 60 million yuan; The number of invention patents for the company's main business income is 9, and the number of invention patents (including national defense patents) forming the main business income is more than 5; The company's operating revenue in 2019 is 490 million yuan, which meets and exceeds the threshold of "300 million yuan" required by the scientific and technological innovation attribute index.

By 2020, the operating revenue of Blue Arrow Electronics will further increase to 571 million yuan, with a year-on-year growth of 16.6%, which further strengthens the company's "scientific and technological innovation attribute" from the rigid indicators.

It is also the above-mentioned hard indicators of scientific and technological innovation attributes that helped Blue Arrow Electronics complete the audit of the municipal Party Committee on the science and technology innovation board and successfully passed the meeting. However, in the registration stage, the inquiry of the CSRC jumped out of the "rigid" rigid index and began to pay attention to whether the company has the real core hard technology strength.

From the information of the prospectus, Blue Arrow Electronics is mainly based on the traditional packaging technology, and the main packaging series include Sot, to, SOP, etc. the series is mainly based on the traditional packaging technology, and its application started mainly in the 1970s and 1980s.

In the field of advanced packaging, the company has less advanced packaging technology, which is far behind the leading manufacturers in the field of advanced packaging technology. During the reporting period, the issuer's main revenue came from traditional packaging products, and advanced packaging series mainly included DFN and TSOT. The proportion of revenue from related packaging series in the main business income was only 0.62%, 1.40%, 1.98% and 2.41% respectively.

In this regard, the CSRC questioned whether Blue Arrow Electronics really has the attribute of science and technology innovation and conforms to the industry orientation of the science and technology innovation board. However, blue arrow's reply was obviously not satisfactory to the CSRC. In the second round of inquiry at the registration stage, the CSRC once again inquired about the low proportion of the company's advanced packaging series revenue in the main business income, and asked to further explain whether the company's revenue from discrete devices and traditional packaging technology has relevant scientific and innovative attributes. In addition, during the two rounds of inquiry, the CSRC also questioned the calculation of the company's R & D expenses.

According to a senior investment bank in Beijing, the two rounds of inquiry in the registration stage of Blue Arrow Electronics mentioned the identification of scientific and technological innovation attribute and the calculation of R & D expenses, while the industry data, unit price and cost of product sales mentioned in the first round of inquiry were not mentioned again“ The regulatory focus is still on the identification of scientific and technological innovation attributes. From the perspective of hard indicators, there is no hard injury in the scientific and technological innovation attributes of Blue Arrow Electronics, but the root of the judgment of scientific and technological innovation attributes lies in whether there is really a core of hard technology, and indicators are only auxiliary means. Blue Arrow Electronics is also a typical case on the science and technology innovation board. "

Science and technology innovation attribute is the core

According to wind statistics, since the pilot registration system of the science and technology innovation board and the growth enterprise market, a total of 7 IPO companies have voluntarily withdrawn their listing materials and terminated their registration at the registration stage. Among them, 5 cases of deregistration occurred in 2021.

The cases of Gu'an Xintong and Blue Arrow Electronics both convey to the market the message that the enterprises to be listed on the science and Technology Innovation Board will not be all right after the meeting. Whether it is in line with the attribute of science and technology innovation will be examined throughout all aspects of the application for listing.

Some market participants believe that the policy basis for this change is the "guidelines on the evaluation of scientific and technological innovation attributes" revised by the CSRC in April 2021《 In the guidelines, after the above three conventional indicators, a new indicator of "R & D personnel accounting for no less than 10% of the total number of employees in the current year" is added. At the same time, the guidance defines the industry fields of the science and technology innovation board according to the categories of support, restrictions and prohibitions, and establishes a negative list system. For enterprises of financial technology mode innovation and other types, strict control is carried out according to the enterprise's scientific and technological innovation attribute, and the listing on the science and technology innovation board is restricted. At the same time, real estate and enterprises mainly engaged in financial investment are prohibited from listing on the science and technology innovation board.

"At that time, there was a big controversy in the market about the lack of scientific and technological innovation attributes of listed companies on the science and technology innovation board. When the guidelines were revised, the supervision did not set up a new and old separation mechanism, which means that enterprises that have applied for the science and technology Innovation Board should also meet the new requirements." The person in charge of investment banking business of large securities companies disclosed.

For example, Zhongshu Zhihui, which applied for listing on the science and technology innovation board in June 2020, initially claimed that it was a "financial technology and big data service provider" in its prospectus. However, after the revision of the guidelines, in the face of the new rules restricting the listing of enterprises of financial technology mode innovation and other types on the science and technology innovation board, the word "financial technology" has been erased from the Zhongshu Zhihui, which has been deliberated by the municipal Party committee, and the enterprise is remodeled as "credit technology and big data service provider" in the prospectus.

"It's hard to say whether this method of changing soup or not will work, but judging from the fact that the company hasn't got the approval document nine months after the meeting, there are still some doubts about the supervision." The head of the investment bank said.

In fact, when the revised guidelines were issued, the Shanghai Stock Exchange also said that it would focus on whether the self-assessment of issuers is objective and whether the verification of the nature of scientific and technological innovation by the sponsor institutions is sufficient and make a comprehensive judgment according to the principle of substance over form. The evaluation of "hard science and technology" of the science and Technology Innovation Board will highlight comprehensive qualitative and quantitative research and judgment, and strictly prevent the situation of water injection in R & D investment, sudden purchase of patents, exaggeration of scientific and technological standards and technological innovation standards, and inaccurate industry classification.

"Cultivating more innovative enterprises with hard scientific and technological strength and market competitiveness is a major criterion to test the success of the science and technology innovation board." Li Weiyou, deputy director of the issuance department of the CSRC, said in April this year.

A series of changes show that after the number of enterprises in the board has exceeded 300 and the total market value has exceeded 5 trillion yuan, the science and technology innovation board is still eager for companies with real "hard technology" strength to go public.

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