Soon after withdrawing its application for listing on the Beijing Stock Exchange, Yonyou Financial Information Technology Co., Ltd. (hereinafter referred to as "Yonyou Finance") announced that Zhang Peilin had resigned from his positions as Chairman and Supervisor of the Board of Supervisors of Yonyou Finance due to reaching retirement age on October 31, 2024. On November 8, the Board of Supervisors of Yonyou Finance nominated Li Weimin, Vice President of Yonyou Network Technology Co., Ltd. ("Yonyou Network"), as a candidate for shareholder representative supervisor for the third Board of Supervisors of Yonyou Finance.

In this IPO, Yonyou Finance claimed to have independently developed its main product, the "Procurement Cloud" platform, wherein the "Jincaiyun" centralized procurement mall is a social e-commerce procurement platform built by Yonyou Finance for financial institutions. When users register and log in through Yonyou Finance's "Jincaiyun," their accounts automatically redirect to Yonyou Network's "Youyuncai" official website, and the automatically generated "Yonyou Electronic Invoice" product, or corresponding to Yonyou Network's tax services, exhibits a bizarre phenomenon of "mutual linking" among products. Additionally, Yonyou Finance's former market maker withdrew from providing market-making services, but as of the end of June 2024, it was still among Yonyou Finance's top ten shareholders. During its tenure as a market maker, Yonyou Finance's share price rose, and it also served as a customer.

I. The procurement cloud platform can automatically redirect to the platform under the controlling shareholder, exhibiting the bizarre phenomenon of "mutual linking"

Listed companies must possess "five independences," namely, independent assets, personnel, finances, business, and organization.

In this IPO, Yonyou Finance claimed to have independently developed its main product, the "Procurement Cloud" platform. Notably, when users register for a "Jincaiyun" account with Yonyou Finance, they are automatically redirected to Yonyou Network's "Youyuncai" official website. Additionally, enterprise accounts that complete registration and login on "Jincaiyun" may automatically activate services under Yonyou Network, such as "Youyuncai" and "Yonyou Electronic Invoice".

1.1 Before March 2019, due to lack of experience, mature procurement cloud products were procured from Yonyou Network, and later, the self-developed procurement cloud platform was used

According to the "Prospectus of Yonyou Financial Information Technology Co., Ltd." signed on September 12, 2023 (hereinafter referred to as the "Prospectus signed on September 12, 2023"), from 2020 to 2022, the revenue of Yonyou Finance's main product, the digital procurement cloud platform, was 9.0361 million yuan, 5.8457 million yuan, and 3.7443 million yuan, respectively, accounting for 2.59%, 1.37%, and 0.75% of product and technical service revenue.

According to the "Response to the Inquiry Letter Regarding the Review of Application Documents for the Public Issuance of Shares and Listing on the Beijing Stock Exchange by Yonyou Financial Information Technology Co., Ltd." issued on July 12, 2023 (hereinafter referred to as the "First-round Inquiry Response issued on July 12, 2023"), Yonyou Finance independently developed and launched the digital procurement cloud platform (hereinafter referred to as the "Procurement Cloud").

Previously, when Yonyou Finance lacked experience in procurement cloud platform-related projects, it procured mature products from its controlling shareholder.

According to the "Response to the Inquiry Letter Regarding the Review of Application Documents for the Public Issuance of Shares and Listing on the Beijing Stock Exchange by Yonyou Financial Information Technology Co., Ltd." issued on December 20, 2021 (hereinafter referred to as the "First-round Inquiry Response issued on December 20, 2021"), in 2018, Yonyou Finance signed a "Cooperation Agreement on the Development Project of China Construction Bank's E-commerce Procurement Platform" with Yonyou Network based on business needs, procuring an exclusive cloud platform from Yonyou Network to support the development project of China Construction Bank's e-commerce procurement platform.

At that time, Yonyou Finance lacked experience in procurement cloud platform projects, so it procured from Yonyou Network, which already had mature procurement cloud products, to better meet customer needs. After the project was completed, Yonyou Finance immediately terminated this part of its cooperation with Yonyou Network, and both parties signed a "Termination Agreement" on March 6, 2019, after which Yonyou Finance no longer procured exclusive cloud services from Yonyou Network.

1.2 In 2016, Yonyou Network developed and launched "Youyuncai," and there may be overlaps between its products and e-commerce platforms and Yonyou Finance's "Jincaiyun"

According to Yonyou Network's 2016 semi-annual report summary and 2022 sustainable development report, in 2016, Yonyou Network invested in research and development and launched the "Youyuncai" SaaS public cloud service product. As of the end of the first half of 2016, Youyuncai had integrated Yonyou NC and U9 products and cooperated with e-commerce platforms such as Staples.

In 2022, Yonyou Network promoted the use of the professional procurement platform "Youyuncai" across the entire group.

Against this backdrop, there may be similarities in product display between Yonyou Network's "Youyuncai" and Yonyou Finance's "Procurement Cloud" official websites.

According to Yonyou Network's "Youyuncai" official website, as of the inquiry date of November 12, 2024, the "Popular Business Opportunities" section of its "Trading Market" column covers office supplies, hardware tools, labor protection supplies, wire and cable, electrical materials, etc.

According to Yonyou Finance's "Jincaiyun" official website, the "Jincaiyun" platform was successfully launched on February 18, 2020. As of the inquiry date of November 12, 2024, the Jincaiyun centralized procurement mall is a social e-commerce procurement platform built by Yonyou Finance for financial institutions, providing e-commerce procurement services for small and medium-sized financial institutions.

As of the inquiry date of November 12, 2024, the product categories on Jincaiyun's "Centralized Procurement Mall" include office supplies, computer peripherals, labor protection and epidemic prevention supplies, hardware and building materials, electronic instruments, etc., and the third-party e-commerce platforms it cooperates with include Staples, etc.

By comparison, it is not difficult to see that there may be overlaps between the products and e-commerce platforms of Jincaiyun's "Centralized Procurement Mall" and Yonyou Network's "Youyuncai" platform.

It is worth noting that Yonyou Network owns the rights to all electronic services on its Youcai Public Supermarket website.

1.3 Upon entering the centralized procurement mall section of "Jincaiyun," it is displayed that the ownership and operational rights of the electronic services on the Youcai Public Supermarket website belong to Yonyou Network

According to the "Notice on Website Services of Youcai Public Supermarket" on Jincaiyun's "Centralized Procurement Mall," as of the inquiry date of November 12, 2024, the ownership and operational rights of all electronic services on the Youcai Public Supermarket website (referring to yc.yonyoucloud.com and its mobile client software, applications) belong to Yonyou Network.

Additionally, there is a page redirect to "About Youyuncai" at the bottom of the "Centralized Procurement Mall" page on the Jincaiyun official website.

The issue does not end here.

1.4 Yonyou Finance stated that the procurement cloud platform has completed process integrations such as invoice receipt and payment settlement, and revenue recognition is based on invoices

According to the First-round Inquiry Response issued on July 12, 2023, the core technology and technical features of the Procurement Cloud primarily utilize e-commerce integration tool technology, which completes the integration with mainstream e-commerce platforms for product information acquisition, order management, invoice receipt, and payment settlement.

Since 2020, Yonyou Finance's internal basis for recognizing revenue has primarily included contract sign-off sheets, work hour records, invoicing application forms, and installment revenue recognition forms; the external basis primarily includes contracts, milestone confirmation documents, stable operation reports, invoices, bank receipts, etc.

1.5 Accounts and products logged in on the "Jincaiyun" official website can redirect to the "Youyuncai" official website and Yonyou Network, respectively

According to Yonyou Finance's "Jincaiyun" official website, as of the inquiry date of November 12, 2024, the "Register" option in the upper right corner can link to the "Youyuncai" login and registration interface.

After completing registration and login on Yonyou Network's "Youyuncai" login interface through the Southern Capital Center of Jinzheng Research, the user is redirected back to the "Jincaiyun" official website. Clicking the "Workbench" option in the upper right corner at this time redirects to the "Youyuncai" user management interface.

Then, after clicking the "Personal Settings" option in the upper right corner of the "Youyuncai" user management interface, clicking "My Products" on the left side of the redirected interface displays the product usage status of the current account. The current account has four "My Products," including two "Youyuncai" products, one "Yonyou Electronic Invoice" product, and one "Intelligent Analysis" product.

Of the two "Youyuncai" products, one is in a "Deactivated" status with a validity period ending on January 1, 2021, attributed to the enterprise account "Jinfuqiao (ybjs13qr)"; the other is in an "In Use" status with a validity period ending on June 27, 2124.

In addition, the "Yonyou Electronic Invoice" product is in an "In Use" status with a validity period ending on December 31, 2999, attributed to the enterprise account "Jinfuqiao (ybjs13qr)"; the "Intelligent Analysis" product is also in an "In Use" status with a validity period ending on December 31, 2999, attributed to the enterprise account "Jinfuqiao (ybjs13qr)".

It should be noted that according to content published on January 20, 2021, by the WeChat public platform "Yonyou Data Services," certified by Yonyou Network, Jinfuqiao is an industrial data service platform based on a public cloud architecture launched by the Yonyou Group.

Next, clicking the "Use Now" option corresponding to the "Youyuncai" product redirects to Yonyou Network's "Youyuncai" official website. Moreover, clicking the "Financial Cloud" option on the "Youyuncai" official website redirects back to Yonyou Finance's "Jincaiyun" official website.

Furthermore, clicking the "Use Now" option corresponding to the "Yonyou Electronic Invoice" product redirects to the "Yonyou Cloud Tax Service" official website. The product introduction on the "Yonyou Cloud Tax Service" official website states that "Yonyou Cloud Tax Service" corresponds to the product "Tax Cloud," which provides enterprises with VAT services focused on sales management, input management, and tax filing, offering solutions for all tax-related aspects of business operations.

It should also be noted that after registering an account through the Southern Capital Center of Jinzheng Research, no product services of Yonyou Network, Yonyou Finance, or their affiliated enterprises were proactively activated. The aforementioned product services may have been automatically activated upon account registration and activation.

The above situation may imply that, as of the inquiry date of November 12, 2024, there is a bizarre phenomenon of "mutual linking" between Yonyou Network's "Youcaiyun" official website and Yonyou Finance's "Jincaiyun" official website. Specifically, enterprises registered on "Jincaiyun" can automatically redirect to Yonyou Network's "Youyuncai" interface, and after logging in, they will return to the "Jincaiyun" official website. Meanwhile, enterprise accounts that complete registration and login on "Jincaiyun" may automatically activate services under Yonyou Network, such as "Youyuncai" and "Yonyou Electronic Invoice".

In short, when users register and log in through Yonyou Finance's "Jincaiyun," they may use the electronic invoice interface on Yonyou Network's "Youyuncai" official website, and the invoice is one of the external bases for Yonyou Finance to recognize revenue. In this scenario, after stopping the procurement agreement with its controlling shareholder, Yonyou Network, which had previously procured mature procurement cloud products from Yonyou Network, the maturity of Yonyou Finance's procurement cloud platform may warrant attention.

II. The former market maker may also serve as a customer, and Yonyou Finance's share price rose during the market-making period

In July 2020, the China Securities Regulatory Commission issued the "Guidelines for the Application of Regulatory Rules - Institutional Category No. 1," which is conducive to the policy and institutional convergence of market makers before public issuance on the New Third Board and subsequent market makers introduced for mixed trading. The importance of securities firms on the New Third Board has increased, enhancing their sponsorship and direct investment functions, making them a key player in balancing the interests of all parties.

In contrast, Yonyou Finance signed a contract with Zhongtai Securities Co., Ltd. (hereinafter referred to as "Zhongtai Securities") to provide market-making services before its IPO coach . In 2021, the "Zhongtai Securities Market-Making Account" became one of Yonyou Finance's top ten shareholders. In the same year, Zhongtai Securities had contract liabilities of over several million yuan with Yonyou Finance.

2.1 Signed a contract with Zhongtai Securities, the market maker, on the eve of coach , and the market-making account became one of the top ten shareholders in 2021

According to Yonyou Finance's "Prompt Announcement on the Application for Tutoring and Filing for Public Issuance of Shares to Unspecified Qualified Investors and Listing on the Select Layer," signed on April 26, 2021, Yonyou Finance's tutoring and filing were accepted on April 23, 2021.

It is worth noting that half a year before the tutoring and filing, Yonyou Finance signed a contract with a market maker.

According to the "Announcement on Subsequently Joining the Market-Making Quotation Services for the Shares of Yonyou Financial Information Technology Co., Ltd.," signed on November 26, 2020, from November 27, 2020, Zhongtai Securities will provide market-making quotation services for Yonyou Finance as a market maker.

According to Eastmoney Choice data, the Prospectus signed on September 12, 2023, and the semi-annual report for 2024, at the end of the first quarter of 2021, the market-making special securities account of Zhongtai Securities Co., Ltd. (hereinafter referred to as the "Zhongtai Securities Market-Making Account") became one of Yonyou Finance's top ten shareholders.

It is worth noting that in the year following Zhongtai Securities becoming a market maker for Yonyou Finance, there was a contract worth several million yuan between Zhongtai Securities and Yonyou Finance.

2.2 In the same year, i.e., 2021, Yonyou Finance had a contract liability of 3.25 million yuan (tax included) to Zhongtai Securities

According to the Prospectus signed on September 12, 2023, within the reporting period from 2020 to 2022, among Yonyou Finance's contract liabilities, in 2021, the contract amount (tax included) sold by Yonyou Finance to Zhongtai Securities was 3.25 million yuan. As of December 31, 2021, this plan was still being confirmed, and Yonyou Finance had already received the down payment for the contract.

In addition, according to content published on January 16, 2023, by the WeChat public platform "Yonyou Finance," certified by Yonyou Finance, on January 12, 2023, the management accounting system of Zhongtai Securities, which Yonyou Finance participated in creating, won the "Annual Best Innovation Award for Financial Institutions".

In other words, in 2020, Yonyou Finance signed a contract with Zhongtai Securities as a market maker, and in the following year, the Zhongtai Securities Market-Making Account became one of Yonyou Finance's top ten shareholders, and Zhongtai Securities was also a customer of Yonyou Finance in the same year. Later, in 2023, the management accounting system of Zhongtai Securities, in which Yonyou Finance participated, won an award.

Observing the period during which Zhongtai Securities provided market-making services, Yonyou Finance's share price showed a trend of oscillating upwards.

2.3 Yonyou Finance's share price rose by over 39% during Zhongtai Securities' market-making period, and Zhongtai Securities withdrew from market-making services in 2023 and is now the seventh largest shareholder

According to Eastmoney Choice data, on the day Zhongtai Securities became a market maker for Yonyou Finance, i.e., November 26, 2020, under the condition of post-weighted rights, Yonyou Finance's stock closed at 20.93 yuan per share.",

It is evident that from 2021 to 2023, the net profit of the controlling shareholder Yonyou Network has been declining continuously, with losses incurred in 2023.

Notably, after Yonyou Finance disclosed a loss of 1 billion yuan in the third quarter, Zhongtai Securities issued a report maintaining a "buy" rating for Yonyou Network.

According to East Money Choice data, on the evening of October 27, 2023, Yonyou Network released its third-quarter report for 2023. From January to September 2023, Yonyou Network's net profit attributable to shareholders was -1.03 billion yuan.

However, research by JZY Research's Southern Capital Center revealed that Zhongtai Securities issued a research report on November 7, 2023 titled "Significant Improvement in Third-Quarter Performance, Accelerated Implementation of Cloud Strategy," maintaining a "buy" rating for Yonyou Network.

Regrettably, according to East Money Choice data, within three months from the date of the release of the aforementioned research report, from November 7, 2023, to February 7, 2024, Yonyou Network's share price fell by 36.48% after adjusting for dividends and splits.

It is noteworthy that Zhongtai Securities has been penalized for violations in market-making transactions.

2.5 Zhongtai Securities was penalized for colluding with clients to manipulate share prices during market-making transactions, during which the client's share price increased by over 80%

According to public information released by the CSRC on December 4, 2017, the CSRC conducted an investigation and trial into the stock price manipulation by Shanghai Easytest Network Information Technology Co., Ltd. (hereinafter referred to as "Easytest") and Zhongtai Securities.

Upon investigation, it was found that Zhongtai Securities was the lead underwriter for Easytest, a company listed on the New Third Board, and one of the market makers for Easytest's stock trading. During the period in question, the volume and price of Zhongtai Securities' market-making transactions in "Easytest" were significantly abnormal. Zhongtai Securities and Easytest also manipulated Easytest's share price through other means such as disclosing favorable news and recommending to investors. During the period in question, Easytest's share price increased by 81.68%.

The aforementioned conduct constituted market manipulation as described in Article 77 of the Securities Law. On December 4, 2017, the CSRC imposed fines of 1 million yuan on both Easytest and Zhongtai Securities.

It is evident that Zhongtai Securities has previously engaged in violations in market-making transactions.

In summary, before receiving listing guidance, Yonyou Finance signed a market-making agreement with Zhongtai Securities. The following year, in 2021, Zhongtai Securities' dedicated market-making securities account became one of the top ten shareholders of Yonyou Finance. During the same period, Yonyou Finance had a debt contract worth millions of yuan with Zhongtai Securities.

It is noteworthy that during the period when Zhongtai Securities provided market-making services for Yonyou Finance, Yonyou Finance's share price increased by over 30%. Zhongtai Securities ended its role as a market maker in 2023 after Yonyou Finance was suspended from trading on the New Third Board. As of the latest reporting period of Yonyou Finance, the end of June 2024, Zhongtai Securities held 0.587% of Yonyou Finance's shares.

It should be pointed out that as early as 2017, Zhongtai Securities was penalized for colluding with its listed company clients to manipulate share prices and for irregularities in market-making. After Yonyou Network, the controlling shareholder of Yonyou Finance, disclosed a loss of 1 billion yuan in its third-quarter report for 2023, Zhongtai Securities still issued a research report with a "buy" rating for Yonyou Network. Within the following three months, Yonyou Network's share price fell by over 30%.