New Third Board Star Lanshan Technology'S Sudden Death

The first reported cases are selected for investigation.

Recently, China Securities Regulatory Commission (CSRC) announced that Beijing Blue Mountain Technology Co., Ltd. (stock code 830815, hereinafter referred to as blue mountain Technology) applied for public offering to non-specific qualified investors and suspected of illegal information disclosure during the listing process of the selected layer.

Blue Mountain technology is a famous star company in the new third board market. The company is a solution and equipment provider in the field of optical fiber communication, which integrates the independent research and development, production, sales and technical services of optical transmission and access network communication products. It is mainly engaged in the R & D, production, sales and technical services of photoelectric conversion and transmission system and its subsystems. Blue Mountain technology was listed on the new third board in June 2014, with Hualong securities as the sponsor.

Since the implementation of the hierarchical system in China's stock to equity companies, it has been maintained at the innovation level for four consecutive years, and has taken the lead in applying for the public offering of the selected layer. After the announcement of the listing plan of the selected layer, blue mountain technology stock was warmly welcomed in the secondary market, and its share price once hit more than 6 yuan.

But now, blue mountain technology has become a "fairy stock" with a share price of less than 30 cents. The company's main bank accounts have been frozen, the main business has been suspended, and most of the employees have left. All this will happen in the short period of eight months in 2020.

What happened to blue mountain technology, which was once a "Star stock" to the Securities Regulatory Commission's case filing investigation and chasing the listing of selected layers?

Indistinct business contacts

"In October last year, when the new third board announced the deep reform plan and planned to launch the selection layer, blue mountain technology was considered to be a company with strong expectations of impacting the selection layer," recalled a senior new third board investor in Beijing.

According to the company's financial report data in 2019, at the end of that year, Lanshan technology had 897 million net assets and 234 million liabilities. The current revenue is 674 million yuan and the net profit is 49.11 million yuan, which perfectly matches the listing standard of the selected layer.

"At that time, I also considered investing in blue mountain technology, but I chatted with friends in the industry, and they all said that such a large-scale company had never been heard of in the industry, which was very strange." In the end did not buy blue mountain technology of the new third board investors feel very happy.

For blue mountain technology, the relevant person in charge of an equity investment institution in Beijing also expressed similar feelings, "the performance is great, but the industry reputation is very low.". The person in charge pointed out that "the low popularity of blue mountain technology is related to the company or the existence of" empty shell "customers and suppliers. It may be that the upstream and downstream businesses of the companies are no longer in the same industry.

According to the application materials of blue mountain technology selection layer, Beijing Tianyue Wuzhou Technology Co., Ltd. will become the fourth largest customer of the company in 2019. However, when the company was established, its address was E107, 2 / F, block B, Mudan science and technology building, No. 2, Huayuan Road, Haidian District, Beijing, which was close to the office address and registered address of Lanshan technology in building 121, building 28, No. 2, Huayuan Road, Haidian District.

In terms of suppliers, in 2019, Shuiyu Technology (Beijing) Co., Ltd. became the third largest procurement supplier of Lanshan technology, with a transaction volume of 34.0999 million yuan, accounting for 6.50% of the total purchase amount. By the end of 2019, the balance of prepayment paid by Blue Mountain technology to Shuiyu technology was 41.0204 million yuan, which was the largest prepayment customer. However, according to the stock transfer system, as of May 2020, the paid in capital of blue mountain technology's largest prepayment customer was still 0.

Coincidentally, blue mountain technology has also sold machinery and equipment to enterprises with paid in capital of 0 and not yet established.

On March 20, 2020, Lanshan technology subsidiary Hebei Lanqin completed the industrial and commercial cancellation registration. On October 10 and October 16, 2019, Lanshan technology and its wholly-owned subsidiary, Zhongjing Saibo, respectively signed a sales contract with Beijing ipsess Electronic Equipment Co., Ltd., selling all the production equipment of Hebei Lanqin to the other party. The original value of the machinery and equipment disposed this time totaled 71.1664 million yuan, and the total net value at the time of disposal was 38.7892 million yuan, and a large number of production personnel were disposed.

However, according to the stock transfer system, ipsas was established on November 25, 2019, and the company was not established at the time of sales. The paid in capital of ipsas is also 0. What's more, according to the data released by qixinbao, ipsess was written off on November 24 this year, only for one year.

"There are so many doubts in the business relationship with the upstream and downstream, which makes it difficult not to doubt that the company has fictitious partners, cash out of external expenditures and financial fraud." Some small and medium-sized securities companies have new employees.

Financial data being questioned

In addition to the mystery of business transactions, the capitalization rate of R & D expenditure of high-tech enterprises of blue mountain is also the focus of market criticism.

According to the application materials, the R & D investment of blue mountain technology from 2017 to 2019 was 77.1849 million yuan, 239.8936 million yuan and 125.2918 million yuan respectively, accounting for 11.41%, 37.35% and 18.60% of the annual operating income respectively.

The capitalization rate of R & D in 2018 and 2018 are respectively 46.91% and 46.91% respectively. Among the listed companies in the same industry, the highest capitalization rate of R & D expenditure of Lucent technology is only 15.62% in 2019.

Auditors from the four major accounting firms have told the 21st century economic report that the expense part of R & D expenditure should be included in the current profit and loss when it occurs, which will have an impact on the company's current performance. However, after meeting the recognition conditions of intangible assets, the capitalized part can be amortized by year and included in the profit and loss of the corresponding period, thus delaying the impact on the company's profit.

"Capitalization has always been an item prone to financial fraud. It is doubtful that the rate of capitalization is too high." The auditor said.

On the other hand, in order to capitalize R & D expenditure, it is required that the part of R & D expenditure reach the expected usable state, that is, R & D is transformed into achievements. However, according to the actual situation, in 2019, only 6 new patents were added, far less than the annual average number of patents added by similar listed companies, which is often more than 100.

What is high is not only the capitalization rate of blue mountain technology's R & D expenditure, but also the company's equity pledge ratio.

According to the data of the semi annual report in 2020, as of June 30, this year, the controlling shareholder of blue mountain technology, cyberhk, owned 234.1596 million shares of the company, and the number of pledged shares was 140 million, accounting for 41.37% of the total shares of the company. According to the pledge, it is used to provide guarantee for related equity of blue mountain bank.

At the same time, the accounts receivable and other patent rights with a total book value of 135 million yuan are also used by the company as counter guarantee for bank loan pledge. As of June 30, the company had another short-term loan, with a total guaranteed loan balance of 215 million yuan.

"Such a high proportion of pledge and a large number of guarantees, does it mean that blue mountain technology and the company's shareholders' cash flow has already been tight?" In the interview, some investors raised such questions.

Sudden death without warning

"The operating revenue was 269 million yuan, down 13.94% year-on-year; the net profit attributable to shareholders of listed companies was 20.85 million yuan, down 5.42% year-on-year." According to the financial report data released by Blue Mountain Technology on July 31, the company's performance has declined in the first six months of 2020, but it is still stable as a whole.

However, three months later, blue mountain technology announced that due to the suspension of its main business, most of its employees have left their jobs, and the main financial personnel have also left their jobs. The company has been unable to disclose the third quarter report of 2020.

From a stable high-tech enterprise with a revenue of over 200 million to the verge of bankruptcy, it is a series of mysteries that make Blue Mountain Technology in such a dilemma.

The mystery is yet to be solved. How should the listed companies and intermediary organizations that make the mystery behave themselves?

Wind data shows that as of June 30, 2020, the number of shareholders of blue mountain technology reached 1718, an increase of 876 over the end of 2019.

"A lot of them are influenced by the concept of quasi selective layer and bought Blue Mountain technology. Who would have thought of blasting such a big thunder?" The person in charge of the above equity investment institutions. According to the reporter of 21st century economic report, at present, lawyers have started to organize the claim registration of blue mountain technology investors.

According to Wu zetao, director of the capital market dispute resolution center of BOC, considering the current situation, the information disclosure violations of Lanshan technology mainly involve the failure to timely disclose the resignation of directors, supervisors and senior executives, the main business stalled, and the bank account was frozen. If the relevant cases are verified by the CSRC, the company will bear the corresponding administrative and civil legal liabilities.

However, when it comes to civil compensation cases, Wu zetao pointed out that it is still necessary to see the false statement documents identified in the final administrative punishment decision of the CSRC, so as to consider the civil compensation liability of blue mountain technology.

"So far, there has been no case in which investors in the new third board have won the lawsuit on the ground of false statement of securities," Li Jian, a lawyer of Zhejiang Yufeng law firm, points out that once a case is committed, most of the new third board companies will not be able to make compensation. Investors usually need two or three years to claim compensation, and they are likely to win the lawsuit and not get the compensation. If the CSRC punishes the new Third Board Companies in the future, it is estimated that the enthusiasm of the damaged investors to sue will be greatly improved.

Hualong securities, the key intermediary agency in this incident, has been acting as the company's sponsor securities company since Lanshan technology landed on the new third board, and then became a market making securities firm.

"When Blue Mountain technology was listed on the new third board, the examination was very lax. At that time, Hualong should have been tutoring the company for only two months, so that the company quickly realized the listing." Some people close to Hualong securities recalled.

Wu zetao said that judging from the current development of the case, Hualong securities did not issue a risk warning announcement until the day when the CSRC filed an investigation into blue mountain technology. In addition to the above-mentioned announcement of blue mountain's securities market withdrawal and failure to disclose the company's securities business, the company has not been put into a lawsuit, except for the company's resignation, the company has not been put into a lawsuit.

"It is believed that with the follow-up investigation by the CSRC, Hualong securities will be likely to enter the vision of the regulatory authorities. If the regulatory authorities determine that there is illegal information disclosure in Hualong securities, investors have the right to claim compensation liability." Wu zetao said.