The independence of the core technology of the low price transfer of the Xilin branch

Xu Yijian March 15, 2010, the Securities and Futures Commission Board of Auditors to review the Jiangxi Xilin Branch Co., Ltd. (hereinafter referred to as "Xilin") the IPO application. The company that intends to sprint the gem has a deep connection with Jiangxi Normal University. In addition to the actual control of Riovilin at the same time as the vice president of the school, the company a number of senior executives, core technical personnel and shareholders from Jiangxi Normal University.　　In addition, the company's core proprietary MMT technology also "get Away" in Jiangxi Normal University. It is noteworthy that, although the company on the eve of the listing of a "big cleaning."　　Its first and Jiangxi Normal University and other agreements signed, will MMT core technology to be owned by the company.　　In addition, Riovilin's niece Yangjie more on the eve of the listing, took over the former Jiangxi Normal University held 6.48% stake.　　However, the reporter found that its MTT core technology research and development process and Jiangxi Normal University has a close relationship, its nationalisation into the listed company process and technical independence is still questionable, and Riovilin niece Yangjie "Low-cost" Take ownership of the process is also doubtful.　　The core technical independence is suspected that the main business of the department is high-performance MMT gasoline explosion-proof additive, the proposed release of not more than 33.334 million shares, 314 million yuan to raise funds for annual output of 1000 tons of high-performance gasoline explosion-proof agent (MMT) expansion project and research and Development center construction projects. Public data show that many of the senior management and related personnel are from Jiangxi Normal University. Riovilin, the current vice president of Jiangxi Normal University, was promoted to Professor in 1997 and enjoys special allowances from the State Council.　　He was director of the key laboratory of fine chemicals in Jiangxi Province, director of the Chemical Research and Development Center of Jiangxi Normal University, deputy director of the Institute of Chemistry, and a member of Jiangxi province at the 11th Congress. In addition, Mrs. Riovilin Zhu Yuhui is a professor of the school's history, Culture and Tourism Academy, and the two persons, who are indirectly holding 80.859% of the company's shares, are the actual controllers of the company.　　However, the reporter found that the predecessor of the Xilin branch of Jiangxi New Materials Co., Ltd. (hereinafter referred to as "new materials") has been out of the suspicion of Jiangxi Normal University, and its MMT technology and Jiangxi Normal University has a great relationship, its independence is questionable. 1998, Riovilin in Jiangxi Normal University to develop metal passivation agent JMP-5005 Technology, which belongs to Jiangxi Normal University's job results.　　In order to promote the industrialization of the technology, Jiangxi Normal University to the technology for 120,000 yuan Investment, Riovilin with its own capital of 880,000 yuan, set up the line is chemical. In the course of business, the chemical industry found MMT market prospects are good, from June 11, 2002, the chemical Industry and the normal University of Chemical technology cooperation with cash funds to establish new materials.　　Which is the chemical capital of 500,000 yuan, accounting for 66.67% registered capital, the Normal University of Chemical technology investment 250,000 yuan, accounting for 33.33% of registered capital.　　Since then, new materials have used the funds invested by shareholders to buy research and development and pilot equipment to develop MMT technology. The prospectus also acknowledges that in the course of research and development, new materialsOnce a small amount of paid use of the equipment of Jiangxi Normal University public Laboratory and has been paid in accordance with the provisions of the fee. September 18, 2004, new materials and three and enterprises (Hong Kong) joint venture to establish a Xilin division, the MMT technology research and production transfer to the new company.　　This time, the new material more directly MMT proprietary technology for 7.1667 million yuan into registered capital.　　Although the MMT technology has long been the default for their own property, but the new materials in the 5 years after April 2009, and Jiangxi Normal University, the Chemical Institute of Jiangxi Normal University, the normal University of Chemical signature Agreement, formal agreement MMT technology ownership belongs to its all.　　It is doubtful, however, that the relationship between the MMT technology and Jiangxi Normal University in the prospectus is quite vague. On page 43rd of the prospectus, it reads: "After the successful development of MMT technology, the parties agree that Jiangxi Normal University will use the technology for its subject construction and degree declaration, and that the technology is a new material research and development completed and ownership, has been put into the issuer and the issuer enjoys its ownership. "However, the description of the evolution of equity capital and the confirmation of directors, supervisors and senior managers of the Department of Management," the fourth Page wrote, "(for MMT Technology), Jiangxi Normal University, the Chemical Institute of Jiangxi Normal University, has confirmed that it does not claim any rights, nor to share any investment income. At the same time, Jiangxi Normal University and the Chemical Institute of Jiangxi Normal University also confirmed that the MMT technology is not used in the name of subject construction and degree reporting. "The reporter noted that among the 10 core researchers of MMT technology, Riovilin, Xia Jianhui, Xu Hui, Hu Shijin, Xianbin, just, Lin Chunhua, Ching, Yangjie, 9 per capita of Jiangxi Normal University staff, at present, the above 9 people have been in the chemical service,　　and their establishment and position in Jiangxi Normal University has been retained by the school. Current，　　The total of 8 core personnel except Riovilin holds 6.9611 million units of Xilin branch, if the Xilin branch succeeds, by virtue of the 2010-year earnings per share of $0.66, the IPO price is about $46.2 on the basis of an average of 70 times times the issue of the gem, then the total market value of the 8 core staff is 322 million yuan. Public information shows that the company has been playing in Jiangxi Normal University in the banner of MMT technology publicity. However, Jiangxi Normal University has been paying more attention to 12% of its shareholding in the chemical industry, and has reported the latest developments of MMT technology more than once.　　In addition, the reporter in China's energy online, line is chemical to Jiangxi Normal University Chemical Institute for Technical Support, belong to Jiangxi Normal University under the management of state-owned joint-stock enterprises. An investment banker told reporters: "Strictly speaking, MMT technology should be the new materials developed by the Chemical Institute of Jiangxi Normal University in the name of the declaration of proprietary Technology, patent rights in new materials without legal issues." However, it is noteworthy that the number of core technical personnel from Jiangxi Normal University, and is still in the school has attachment, in addition, Riovilin also as vice president and the Jiangxi Normal University chemistryThe deputy Director of the Institute has a certain right to speak on the technology, so it is difficult to doubt whether the technology should be transferred to his own company. "The low price assault transfer equity is worth noting, Riovilin also concurrently vice president and listed company senior executives behavior, also does not conform to CCDI, Ministry of Education, Department of Inspection three ministries in 2008 to the university staff part-time opinion." The prospectus also quotes the three ministries to make clear that "Mr. Riovilin is not fit to serve as Vice President and chairman of the issuer of Jiangxi Normal University".　　In this respect, Riovilin resigned as chairman of the Xilin Branch, and still serves as the company's director and Vice president. The reporter noted that although in the capital market, university professors directly as shareholders or executives of listed companies are not uncommon examples, but the majority of its listing to maintain the independence of the company's development.　　To the recent landing of the gem of the Central CNC (300161.SZ), for example, 10 core technical personnel (also as professor of Huazhong University of Technology) are listed on the eve of collective resignation of the company executives and other positions, in order to facilitate the company's future research and development independence.　　More puzzling is that the MMT technology has been more optimistic about Jiangxi Normal University on March 31, 2009, will be held by the 12% line is the chemical stake to 4.4545 million yuan low price transfer to Riovilin niece Yangjie.　　Comparable to that, as the chemical industry is indirectly holding 6.48% per cent of the forest branch, West Forestry Branch in 2008, the net assets of 96.0665 million yuan, then the value of this part of the stake of about 6.2251 million yuan, more than its actual transfer value of 1.7706 million yuan.　　If the company succeeds, then Jiangxi Normal University at the beginning of the lower price of the transfer of equity will be doubled to 46.2 yuan issue price calculation, the 6.48% stake of the market value will reach 299 million yuan.　　Investment by the vice-Chancellor in fact, Riovilin in addition to the actual control of the Xilin branch, but also involves a number of industrial investment and stock investment. Disclosure of public information, Riovilin holding think big real estate, Normal university real estate two real estate companies and Xilin new Energy, Soucker materials, feather stone technology three chemical companies.　　Among them, in March 2003, Think Big Real estate and Nanchang Yuanda Construction Engineering Co., Ltd. signed a construction contract, the construction of Jiangxi Normal University student apartments.　　Although Riovilin's industrial investment is not very impressive, but in the capital market, its holdings of "Jiangxi Xilin New Materials Co., Ltd." was once ranked SST Huaxin (000010.SZ) and Dong ' an power (600178.SH) Two listed companies of the ten circulating shareholders, investment style is quite bold. In the two quarter of 2008, the company held 1.2132 million shares of SST Huaxin, became the company's second largest circulating shareholder, and continued to move up to 2.9971 million shares during the period of its holding. At that time the market rumors, Xilin New Energy has backdoor the stock listing plan. However, to the market, the first quarter of 2009 years, the company a large amount of escape, disappeared in the shareholder list. Based on the average price of SST Huaxin in the quarter, its previousWarehouse Total cost is about 22.3929 million yuan.　　In the first quarter of 2009, the average stock price was about 9.43 yuan, and its investment income was about 5.8698 million yuan. The investment in Dong ' an power is more proof of the precision of Riovilin stock selection, Xilin New energy in the three quarter of 2008, Dongan Power shares held 1.1092 million shares low, and then added to 5.2961 million shares, the cost of the opening is about 24.5862 million yuan. After a big sell-off in the 2009-year quarter, its investment income was about 10.1297 million yuan.