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How did Changshan Beiming lose its blockchain business

Time : 30/06/2022 Author : hq6og5 Click : + -
        The core business confidence chain (blockchain), which is highly expected by more than 100000 shareholders of Changshan Beiming, has been slowly lost from listed companies. All this is being quietly carried out through the equity setting and change operation of Beijing fengdiao Straightening Technology Development Co., Ltd. (hereinafter referred to as "fengdiao straightening company"). Fengtiaoshui company is a wholly-owned subsidiary of Shijiazhuang Changshan Beiming Technology Co., Ltd. (Stock Code: 000158, hereinafter referred to as "Changshan Beiming" or "listed company"). Beiming Software Co., Ltd. (hereinafter referred to as "Beiming software") was invested and established in 2019. It is the market-oriented operation subject of Changshan Beiming's core business resource - confidence chain (blockchain application). Its "prepaid supervision" wechat applet business is gradually maturing, It has broad market prospects and may develop into a company with a market value of tens of billions or even hundreds of billions.
        However, after several changes in the equity of fengtiaoshun company, the actual equity held by Changshan Beiming has decreased from 51% at the time of establishment to 28.9% at present. This equity setting and change has seriously eroded the core assets of listed companies and damaged the interests of investors; Fengdiao straightened out that the change of the company's equity should be a major matter of the listed company, but the listed company did not disclose it, which was suspected of serious violations of the letter phi; This incident may cause serious loss of state-owned assets, and the state-owned shareholders and representatives of listed companies are suspected of dereliction of duty. According to the announcement issued by Changshan Beiming on September 25th, 2019, its wholly-owned subsidiary Beiming software decided to invest in the establishment of fengfushun company. Beiming software invested 5.1 million yuan, accounting for 51% of the equity of the target company; Beijing Beiming Weiye Holding Co., Ltd. (the former controlling shareholder of Beiming software and now the second largest shareholder of Changshan Beiming) contributed 1million yuan, accounting for 10%; Ji Hongqiang invested 1.85 million yuan, accounting for 18.5%; Shi Min contributed 1.1 million yuan, accounting for 11%; Chen Zhang contributed 850000 yuan, accounting for 8.5%; Zhao Nana contributed 100000 yuan, accounting for 1%.
        On June 13, 2020, Changshan Beiming announced that fengdiao straightened out the equity changes among external shareholders of the company, and Beiming software gave up the preemptive right, but the shareholding ratio remained unchanged, still 51%. By November 3, 2020, the enterprise investigation showed that fengdiao straightened out the industrial and commercial change of the company again, and its share capital increased from 10million yuan to 12million yuan. The registered capital is the original shareholders' unequal capital increase. Among them, Beiming software and Beijing Mingli Zhizhi enterprise management center (limited partnership) give up the priority of capital increase, while Shi Min increases the capital contribution by 1.3 million yuan, and Ji Hongqiang increases the capital contribution by 700000 yuan. As a result, Beiming software's investment in fengdiao straightening company has changed from an absolute holding of 51% to a holding of 42.5%.
        This time, Changshan Beiming did not make an announcement about the loss of control of its core subsidiaries. On December 30, 2021, fengtiaoshui company increased its capital and shares again, from 17million yuan to 25million yuan, and the only capital increase party was Beijing Mingli Qijia enterprise management center (limited partnership), with a capital increase of 8million yuan and an equity ratio of 32%, becoming the largest shareholder. The equity of listed companies was further diluted, from the previous 42.5% to 28.9%. The main investors of Mingli Qijia are Shi Min and Ji Hongqiang, holding 49.125% and 38.5% respectively. So far, the above two people hold 34.0762% and 25.92% of the ultimate beneficial shares of fengtiaoshun company, respectively, with a total of 59.9962%, accounting for almost 60% of the shares of fengtiaoshun company! Except for the 28.9% shares held by Changshan Beiming through Beiming software, the remaining shares are held by individuals and limited partnerships held by individuals through penetration. The listed company has changed from the absolute controlling shareholder of fengfushun company to an insignificant ordinary minority shareholder.
        The change of the listed company was also not announced. Fengdiao straightening out the company is not an insignificant small company responsible for diversified operations. It is of great significance to Changshan Beiming and is the core business of listed companies. The listed company announced on September 25th, 2019 that, "The core business of fengdiao straightening out the company is to provide in-depth governance and dispute resolution services for various types of disputes through the construction of projects such as typed litigation source governance, commercial operation of dispute resolution and fengdiao straightening out mediation college. Comply with the marketization and commercialization trend of commercial dispute mediation, cultivate mediation talents, organize professional operation teams, legal service teams, it intelligent platforms, and use legal + scientific and technological means to solve orders I. a large number of contradictions and disputes in consumer stored value cards, doctor-patient disputes, thermal disputes, intellectual property disputes, bank microfinance lending disputes and other aspects have prompted the company's software business operation mode to gradually move from the traditional project-based company to providing professional legal services, professional compliance, contract contracting, certificate storage services, dispute complaints Transformation of platform companies in dispute resolution and other services "(Changshan Beiming Announcement No. 2019-056, September 25, 2019).
        According to this announcement, fengdiao straightening out the company actually undertakes the important task of transforming Changshan Beiming from a project-based company to a platform based company. It is an important carrier of the company's strategic transformation and a strategic measure related to the future development prospects of listed companies. In fact, the establishment of fengfushun company to implement the transformation of a platform company is one of the important achievements of the listed company's massive acquisition of Beiming software. In 2015, the company paid a huge asset premium (asset premium of 1.86 billion yuan) and acquired all shares of Beiming software, transforming the company's main business from textile to textile and software. Subsequently, in order to break through the development bottleneck of software development project-based companies, Changshan Beiming used the long-term business and technology accumulation of ODR (Online Dispute Resolution platform) supported by the Central Comprehensive Management Office (political and Legal Affairs Commission), courts at all levels and other relevant departments, as well as the blockchain technology supported by Tencent to carry out strategic transformation of the company's business and carry out Internet platform business.
        It is reported that "on July 10, 2019, China Electronic Technology Network Information Security Co., Ltd., Tencent and Beiming Software Co., Ltd. jointly released the judicial blockchain application ecosystem service platform —" Zhixin chain ", and will officially provide services in August. "Zhixin chain" aims to provide the society with safe, authoritative, objective and fair judicial blockchain application services "(" China netsecurity, Tencent and Beiming jointly released the judicial blockchain application platform "Zhixin chain", Securities Daily, July 11, 2019). Obviously, "Zhixin chain" will also be applied in ODR, which is an important breakthrough in the application of blockchain technology in the industry. At present, justice is also recognized as one of the most suitable fields for the application of blockchain technology.
        Changshan Beiming's 2019 annual report also shows that "ODR's new social governance platform and online justice platform using AI, big data technology and blockchain technology should be more widely spread across the country, and the company should continue to increase investment and vigorously explore the business blue ocean market"., Fengdiao straightening company was officially established under this background. Fengdiao straightens out the ODR Internet platform business that the company plans to carry out, which has huge development space. It can be expected that after the completion of the ODR platform, with the support of relevant national departments, the authority of the platform will be greatly enhanced. If the dispute mediation platform is popularized to users across the country, its active users will be a large number.
        "Single consumption stored value cards, doctor-patient disputes, thermal disputes, intellectual property disputes, bank microfinance lending disputes and other aspects" have broad application space. Fengdiao straightened out the first project to start is the wechat applet "prepaid supervision" (formerly known as prepaid treasure), whose main function is the supervision and dispute mediation platform in the prepaid card field. The operation mode of prepayment supervision is that businesses sell cards on the prepayment supervision applet, users buy cards, and the platform provides supervision services in terms of insurance, reserve deposits, etc. This model is similar to Ctrip, in which the most important link is that the prepaid supervision platform can provide blockchain deposit legal services for prepaid card signing and trading, which relies on Changshan Beiming's blockchain core technology.
        At present, the "prepaid supervision" wechat applet has been officially put into operation. According to the display of the applet in May 2022, the prepaid card sales business has entered 11 cities such as Beijing and Qingdao, with hundreds of card sellers. The types of prepaid cards that have been opened in the prepaid supervision business include: parent-child cards related to children, such as childcare organization cards, extracurricular class cards for dance, art, musical instruments, programming, calligraphy, physical examination, performing arts, training class cards, sports venues (basketball, badminton, table tennis, swimming, taekwondo, etc.), and catering cards, travel cards, fitness cards, yoga cards, beauty cards, laundry cards, car washing cards, auto repair cards Drinking water cards, online cards, supermarket cards, animal clinic cards, gas cards, adult education cards, pharmacy cards, etc., as well as prepaid cards for daily consumption scenes such as cafes, teahouses, bakeries, cinemas, etc.
        Prepaid card is a huge market segment. It is conservatively estimated that there is at least one prepaid card per capita in the urban population. If there are 100million active users of "prepaid supervision" among China's 700-800 million urban population, the market value of this business will reach 10 billion dollars based on the value of about $100 per active user of If the users reach hundreds of millions, the company's valuation will reach hundreds of billions of people's dollars. Of course, this valuation is rough, but we can see that this project has huge development space. As we all know, at present, almost all the national Internet platforms have been developed by capital, which has become a red sea, and even new forces such as pinduoduo and shellfish can only develop business in a cruel way by pushing down the traditional e-commerce platforms, while the blue ocean of national Internet platforms such as prepaid cards is obviously an absolute scarce resource.
        Based on the above facts, it is not difficult to see that fengdiao straightening out the company is carrying the heavy responsibility of Changshan Beiming strategic transformation and the future development of listed companies, which is a valuable resource for listed companies. According to the normal business logic, the subsidiary company with such strategic significance should be wholly owned by Changshan Beiming fengfushun company. In fact, the company said the same in the early stage. On June 25th, 2019, a shareholder asked on the interactive platform, "is the ODR platform directly operated by Beiming Software Co., Ltd., or is it operated by a new company? If a special company is established to operate, what is the equity ratio?" The company replied, "the ODR platform is operated by Beiming software.
        ”When fengdiao straightened out the establishment of the company, it was puzzling to cede 49% of the equity for no reason. Now it is down to 28.9%, which is even more incredible. For the above problems, shareholders raised questions in various ways, and listed companies, board secretaries, and securities representatives gave simple explanations. On December 24, 2020, the Secretary of the board of directors of the company said in an interactive and easy answer to the shareholders' questions about fengdiao's rationalization of the company's equity dilution: "for this technology-based start-up enterprise, the management is very important to the development of the company. Such equity arrangement is to stimulate the enthusiasm of the management and technical personnel, while taking into account market expansion, attracting external investors and other factors.
        ”The securities affairs representative of the company also gave a similar reply when answering the questions of shareholders by telephone. Introducing external capital is nothing more than introducing external resources and dispersing risks. These resources mainly include technical resources, policy resources, capital resources, market resources, human resources, and so on. Fengtiao straightens out that it is absolutely unnecessary for the company to introduce the above resources through equity setting, for the following reasons. From the relevant news reports and the annual reports of listed companies mentioned above, we know that the "single use consumption stored value card risk prevention system" is a kind of grassroots social governance scenario for the "single use consumption stored value card social risk prevention" under the positioning of the social governance auxiliary service operator of fengfushun company, which makes full use of "Zhixin chain" and "diversified solution ODR" "Professional dispute resolution talent training" and other basic service means of grass-roots social governance have completed the integrated solution to the grass-roots chaos of "single purpose prepaid consumption card running away" (Changshan Beiming 2019 annual report).
        Fengdiao straightens out that the company's technical resources are mainly the confidence chain, which is jointly developed and promoted by Changshan Beiming, Tencent and China network security company (the national team responsible for network security technology). The core technology obviously comes from Tencent's blockchain technology. The reason why Tencent's blockchain technology can be provided to Changshan Beiming, The reason is that Tencent is an important shareholder of Changshan Beiming (Nyingchi Tencent Investment Management Co., Ltd., Tencent's investment institution, holds 2.68% of Changshan Beiming, and is the third largest shareholder) and a long-term cooperative relationship (see "announcement of Shijiazhuang Changshan Beiming Technology Co., Ltd. on signing the strategic cooperation agreement between Beiming software and Tencent cloud computing (Beijing) Co., Ltd., Announcement No.: 2018-038").
        There is no doubt that the trust chain technology that prepayment supervision relies on comes entirely from the resources of listed companies. According to the annual report, Changshan Beiming's R & D investment in 2021 has reached a record 240million yuan, of which how much is used in the confidence chain and fengtiaoshun company is unknown, but it can be reasonably presumed that the listed companies have made important technical contributions to fengtiaoshun company. From the above facts, we can see that the core technical resources of fengdiao straightening company come from listed companies, and listed companies are likely to continue to make important, even core contributions. Fengdiao straightening company does not need to introduce external investors to obtain technical resources at all. However, the actual situation is that the contribution of listed companies is not reflected in the equity arrangement of fengdiao straightening out the company (such as technology shares), and their equity holdings are constantly diluted.
        Fengdiao straightens out the prepaid card field involved in the company, which is highly policy oriented. The prepaid supervision applet developed by fengdiao has the function of supervision as the name suggests, and involves important policy fields such as finance and justice, which cannot be achieved without policy support. In order to promote the experience of Fengqiao and do a good job in legal mediation of social disputes, with the support of the Central Comprehensive Management Office (political and Legal Affairs Commission), Changshan Beiming's ODR platform has been launched in more than 10 provinces and municipalities directly under the central government and nearly 100 municipal courts. Without the support of the above-mentioned party and government judicial departments, there will be no application of confidence chain in the judicial system. In 2021, the "Beijing single purpose prepaid card management regulations (Exposure Draft)" expressed the idea of establishing a unified municipal prepaid card supervision platform.
        At present, the prepaid card supervision function straightened out by fengdiao has been endorsed by Shijingshan Ping'an office and Shijingshan Consumer Association. To obtain such policy support, the social image of the corresponding institutions must be strong. Fengdiao straightens out that the company itself has no policy resources, which is obviously the use of the policy resources of the shareholders of state-owned listed companies. Changshan Beiming has the status of a state-owned enterprise in which the State-owned Assets Department is the major shareholder and appoints the chairman of the board. At the same time, it has the national first-class confidential information engineering qualification. Therefore, in addition to the confidence chain supported by the national political and legal department, listed companies have brought fundamental support for policy support, and there is no need to introduce external shareholders, especially existing individual shareholders, to obtain policy resources.
        In terms of capital, Changshan Beiming has strong capital strength, and can fully bear the investment risk of this scale of fengtiaoshun company. There is no need to introduce external funds at all. As mentioned above, the project carried out by fengdiao straighten out has a very broad prospect and is expected to develop on a large scale, even comparable to some large domestic Internet platforms. National Internet platform construction certainly requires a lot of funds, but it does not need much funds at the initial stage of the project. In fact, with only 50% of the 10million yuan invested in fengtiaoshun phase I, the development and trial operation of the first project "prepaid treasure" have been completed. Moreover, the current 25million
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