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New睿 Electronics: Employee-controlled distributor deregistered just before the shareholding system reform; former securities regulator staff found behind private equity shareholders

Jinzheng Research Southern Capital Center, Zhi Lu*BR&DL/Author Nanjiang Songlan Hongli/Risk Control

Recently, Linhai New睿 Electronics Technology Co., Ltd. (hereinafter referred to as 'New睿 Electronics') released its 2026 annual profit forecast review report, expecting revenue of 389 million yuan and a net profit of 65 million yuan in 2026, with anticipated year-on-year growth rates of 22.22% and 10.15%, respectively.

In this public offering, the disclosed time of Chen Xiang's employment at the Shenzhen branch of Linhai NewRui Electronics Technology Co., Ltd. (referred to as 'NewRui Electronics Shenzhen Branch') as the third largest shareholder may contradict publicly available information from NewRui Electronics. Additionally, a company controlled by Chen Xiang, which has since been dissolved, transferred a trademark to NewRui Electronics free of charge, and the address of that company prior to its dissolution was identical to the registered business address of NewRui Electronics Shenzhen Branch.

Notably, the former partners of two private equity shareholders of NewRui Electronics both included 'Ma *.' In May to June 2024, 'Ma *' successively transferred his equity in the aforementioned two private equity firms. On June 28, 2024, NewRui Electronics’ application for listing on the NEEQ (National Equities Exchange and Quotations) was accepted. Furthermore, another individual with the same name 'Ma *' serves as one of the independent directors of the listed company and previously held the position of Deputy Director of the Issuing and Listing Department at ** Securities Regulatory Bureau.

I. Distributors hastily deregistered just before the shareholding system reform; contradictory information disclosures raise suspicions amid years of operational confusion.

Before stepping into the capital market, ensuring compliance in internal control governance is an essential task. Just before NewRui Electronics' shareholding system reform in December 2023, dealers abruptly deregistered, making their information disclosure potentially worth scrutinizing.

1.1 According to NewRui Electronics, Chen Xiang acquired shares in July 2021 and joined the Shenzhen branch in November 2021.

According to the audit report of NewRui Electronics dated March 20, 2026 (hereinafter referred to as the 'Audit Report'),In July 2021,the registered capital of NewRui Electronics' predecessor, Linhai NewRui Electronics Technology Co., Ltd. (hereinafter referred to as 'NewRui Limited'), increased from 3 million yuan to 4 million yuan. Among this,Chen Xiang contributed an additional 960,000 yuan in cash.In December 2021, Chen Xiang transferred 0.26% of his equity stake in NewRui Limited to Zou Yu. In October 2023, Chen Xiang again transferred 1.5% of his equity stake in NewRui Limited to Zhang Jizhou.

According to the prospectus dated April 7, 2026 (hereinafter referred to as the 'April 7, 2026 prospectus') signed by New Ray Electronics, as of the signing date, Chen Xiang directly holds 13.8% of New Ray Electronics' shares,making him the third-largest shareholder of New Ray Electronics.

According to the response to the review inquiry letter for the application for public transfer and listing of shares dated July 19, 2024 (hereinafter referred to as the 'listing inquiry response'),Chen Xiang invested in New Ray Electronics due to his optimism about its future development prospects and joined New Ray Electronics in November 2021.

Specifically, from October 2009 to August 2017, Chen Xiang operated the Shajing New Ray Automation Parts Business Department in Bao'an District, Shenzhen.From May 2011 to November 2023, Chen Xiang served as the executive director and general manager of Shenzhen Weilai Machinery Equipment Trading Co., Ltd. (hereinafter referred to as 'Weilai Machinery'). From November 2021 to the signing date of the prospectus on April 7, 2026, Chen Xiang served as the head and sales supervisor of the Shenzhen branch of New Ray Electronics.

Public information from 2018 and 2020 shows that a person with the same name 'Chen Xiang' was the contact person for the Shenzhen Office of New Ray Electronics.

Public information indicates that Chen Xiang may have already been a member of the Shenzhen Office of New Ray Electronics in 2018.

According to the Internet Archive's webpage backtracking to information from January 7, 2018, at that time,the contact person for the Shenzhen Office of New Ray Electronics was Chen Xiang.

Moreover, according to information released in June and July 2020 by the WeChat Official Account certified under the entity Xinrui Electronics, Chen Xiang was listed as a salesperson and contact for the Shenzhen office of Xinrui Electronics.

In other words, the prospectus and listing inquiry response disclosed that Chen Xiang began working at the Shenzhen branch of Xinrui Electronics in 2021. However, public information from 2018 and 2020 showed that a person with the same name, 'Chen Xiang,' was the contact for the Shenzhen office.

In 2022, when Chen Xiang became a shareholder, he was also the controlling party of Weilai Machinery, which later transferred its trademark to Xinrui Electronics free of charge.

According to data from the Market Supervision Administration, Weilai Machinery was established in May 2011 and dissolved in November 2023. From its establishment until June 10, 2018, the equity structure of Weilai Machinery was 50% owned by Chen Xiang and 50% by Fan Hongyan. From June 11, 2018, to December 2, 2021, the equity structure was 50% owned by Chen Xiang, 30% by Fan Hongyan, and 20% by Shenzhen Zhichuang Lihuo Investment Enterprise (Limited Partnership). From December 3, 2021, until its dissolution on November 14, 2023, the equity structure reverted to 50% owned by Chen Xiang and 50% by Fan Hongyan.

According to the April 7, 2026, prospectus, Fan Hongyan is the spouse of Chen Xiang.

That is to say,Since its establishment in May 2011, Weilai Machinery has been continuously held by Chen Xiang and his spouse, Fan Hongyan.When Chen Xiang became a shareholder of Xinrui Electronics in July 2021, he and his spouse, Fan Hongyan, collectively held 80% of Weilai Machinery's shares.

AndAfter becoming a shareholder of Xinrui Electronics, Chen Xiang transferred the related assets of Weilai Machinery, which he controlled, to Xinrui Electronics free of charge.

According to the April 7, 2026, prospectus, based on the 'Consent to Transfer' agreement signed in April 2022 between Xinrui Electronics, Chen Xiang, and Weilai Machinery controlled by Chen Xiang, Weilai Machinery transferred trademarks with registration numbers 40089748, 40093551, and 40088958 to Xinrui Electronics free of charge.

Weilai Machinery was previously a distributor of Xinrui Electronics and may have shared the same address with the Shenzhen branch of Xinrui Electronics for many years.

According to the response to the listing inquiry, Chen Xiang has been acting as a dealer for Weilai Machinery since May 2011, subsequently representing the control system products of Xinrui Electronics. In December 2020, cooperation with Shenzhen Diweixun Electromechanical Technology Co., Ltd. (hereinafter referred to as 'Shenzhen Diweixun') began, representing their servo driver products. In July 2021, Chen Xiang acquired shares in Xinrui Electronics and transferred his customer resources to the company. Since then, Weilai Machinery ceased distributing products from Xinrui Electronics and Shenzhen Diweixun, transferring trademarks related to drivers and motor products to Xinrui Electronics in April 2022.

This means that Weilai Machinery was one of Xinrui Electronics' distributors, and Chen Xiang acquired shares in Xinrui Electronics in July 2021, becoming the head of Xinrui Electronics' Shenzhen branch in November of the same year. In April 2022, Weilai Machinery transferred the relevant trademarks to Xinrui Electronics free of charge.

Furthermore, according to the response to the listing inquiry, Weilai Machinery had no actual operations in 2022-2023 and did not bear any cost expenses or engage in other forms of benefit transfer for Xinrui Electronics.

According to data from the Market Supervision Administration, from May 31, 2011, to December 29, 2021, Weilai Machinery's former business name was Shenzhen Xin Xinrui Automation Technology Co., Ltd. From March 17, 2017, to November 14, 2023, Weilai Machinery's registered address wasBuilding C1, 3rd Floor, Building 3, Chuangye Industrial Park, Sha Third Community, Shajing Street, Bao'an District, Shenzhen.

According to the prospectus dated April 7, 2026, and data from the Market Supervision Administration, the Shenzhen branch of Xinrui Electronics was established in November 2021. As of the query date of April 14, 2026,the registered address of the Shenzhen branch of Xinrui Electronics has always been C1, No. 45, Sha Third Road, Sha Third Community, Shajing Street, Bao'an District, Shenzhen. Moreover, from 2021 to 2024, the corporate communication address of the Shenzhen branch of Xinrui Electronics was consistentlyBuilding C1, 3rd Floor, Building 3, Chuangye Industrial Park, Sha Third Community, Shajing Street, Bao'an District, Shenzhen.

According to the Internet Archive's web page snapshot of Weilai Machinery’s official website on September 2, 2022，The photo shows that Lai Mechanical and Xinrui Electronics' Shenzhen branch share the same office location or co-working space.

Additionally, according to the Internet Archive's page review of Xinrui Electronics' official website information from January 7, 2018, at that time,The address of Xinrui Electronics' Shenzhen office was Unit 1, Building 3, 3rd Floor, Chuangye Industrial Park, Sha San Village, Shajing Town, Bao'an District, Shenzhen.。

According to information released in June 2020 on the WeChat public platform certified by Xinrui Electronics, the address of Xinrui Electronics' Shenzhen office also appeared as Unit 1, Building 3, 3rd Floor, Chuangye Industrial Park, Sha San Village, Shajing Town, Bao'an District, Shenzhen.

In other words, the registered address of Lai Mechanical from March 2017 to November 2023 has been the same as the corporate mailing address of Xinrui Electronics' Shenzhen branch for many years.

In this initial public offering, Chen Xiang, the third largest shareholder of Xinrui Electronics, invested in July 2021 and joined the Shenzhen branch of Xinrui Electronics in November of the same year. However, public information from Xinrui Electronics in 2018 and 2020 showed that a person with the same name 'Chen Xiang' was listed as the contact for Xinrui Electronics' Shenzhen office, raising questions about discrepancies in employment timelines.

In July 2021, after Chen Xiang invested in Xinrui Electronics, he transferred his client resources to Xinrui Electronics. Subsequently, Lai Mechanical ceased distributing products from Xinrui Electronics and Shenzhen Diweixun, and in April 2022, transferred trademarks related to driver and motor products to Xinrui Electronics. Lai Mechanical was dissolved on November 14, 2023, just over a month before Xinrui Electronics completed its shareholding system reform on December 21, 2023.

However, it is worth noting that for many years, the business addresses of Lai Mechanical, controlled by Chen Xiang and his spouse, and Xinrui Electronics' Shenzhen branch have been mixed, leading to questions about cost allocation and the authenticity of its operations as a distributor, which remain to be verified.

Secondly, former employees of the securities regulatory agency were found behind private equity shareholders, raising suspicions about last-minute share transfers just before Xinrui Electronics' listing.

In this IPO, the former partners of two private equity shareholders of Xinrui Electronics both included 'Ma *', and 'Ma *' may have exited their shares just before Xinrui Electronics applied for listing on the New Third Board. Moreover, a person with the same name 'Ma *' was previously the deputy director of the Listing Department of ** Securities Regulatory Bureau.

In February 2023, Jiaxing Yiqun and Cixi Yiqun increased their capital investment with an agreement that they have the right to request a buyback if Xinrui Electronics has not gone public by the end of 2025.

According to the audit report of Xinrui Electronics,February 2023,the registered capital of Xinrui Limited was increased from 5.868545 million yuan to 6.177416 million yuan, of whichJiaxing YiqunHezhu Venture Capital Partnership (Limited Partnership) (hereinafter referred to as 'Jiaxing Yiqun') contributed an additional 135,903 yuan in registered capital through cash funds,Cixi YiqunHehong Equity Investment Partnership (Limited Partnership) (hereinafter referred to as 'Cixi Yiqun') contributed an additional 172,968 yuan in registered capital through cash funds. After this capital increase, Jiaxing Yiqun and Cixi Yiqun directly hold 2.2% and 2.8% of Xinrui Limited's equity, respectively.

According to the prospectus dated April 7, 2026, as of the signing date, Jiaxing Yiqun and Cixi Yiqun still directly hold 2.2% and 2.8% of Xinrui Electronics' equity, respectively.

Notably, in February 2023, prior to Jiaxing Yiqun and Cixi Yiqun’s capital increase investment, they signed an agreement containing special investment terms with Xinrui Electronics and related shareholders.

The content of the special investment terms includes that when any of the following situations occur, Jiaxing Yiqun and Cixi Yiqun have the right to require all shareholders to repurchase all or part of their shares in Xinrui Electronics held after the completion of this capital increase: (1)Xinrui Electronics failed to achieve a qualified listing before December 31, 2025; (2) At any time before December 31, 2025, Xinrui Electronics or the shareholders expressly or implicitly gave up the plan or efforts for an initial public offering and listing.

2.2 Ma* was previously a partner of Jiaxing Yiqun and Cixi Yiqun, and exited prior to Xinrui Electronics' application for listing in 2024.

According to data from the Market Supervision Administration, Jiaxing Yiqun and Cixi Yiqun were established on December 4, 2018, and November 1, 2022, respectively.From August 19, 2022, to May 21, 2024,Ma* directly held shares in Jiaxing Yiqun.During the period from November 1, 2022, to June 17, 2024,a person with the same name 'Ma*' directly held shares in Cixi Yiqun.

According to data from the Market Supervision Administration, the prospectus dated April 7, 2026, and the Asset Management Association of China, both Jiaxing Yiqun and Cixi Yiqun are private equity funds. Since the establishment of Jiaxing Yiqun and Cixi Yiqun, Ningbo Meishan Bonded Port Area Yiqun Investment Co., Ltd. ('Ningbo Yiqun') has been the general partner and fund manager of both entities.

Ningbo Yiqun was established in June 2017. From its establishment until May 30, 2024, a person with the same name 'Ma*' directly held shares in Ningbo Yiqun.Starting from May 31, 2024, the individual with the same name 'Ma*' no longer holds shares in Ningbo Yiqun.Based on the above situation, 'Ma*' may be the same person.

Public information shows thatOn June 28, 2024, the National Equities Exchange and Quotations (NEEQ) system accepted the listing application documents of Newray Electronics. In November 2024, Newray Electronics signed a tutoring agreement with Haitong Securities Co., Ltd.

'Ma*' exited from private equity shareholders Jiaxing Yiqun, Cixi Yiqun, and their fund manager during May-June 2024. On June 28, 2024, Newray Electronics' NEEQ listing application was accepted.

The individual named 'Ma*' is a co-founder of Yiqun Holdings and once served as the deputy director of the issuance and listing department at **Securities Regulatory Bureau.

According to data from the Market Supervision Administration, Song Yiqun has held shares in Ningbo Yiqun since its establishment. As of the inquiry date, April 14, 2026, Song Yiqun directly holds more than 50% of Ningbo Yiqun's shares.

Public information indicates that the individual named 'Song Yiqun' is the founder and chairman of Yiqun Investment Holdings Co., Ltd. (hereinafter referred to as 'Yiqun Holdings').In January 2025, the individual named 'Ma*' represented the partner team as a senior partner of Yiqun Holdings in the opening speech at Yiqun Holdings' New Year's Gala.

According to the 2025 annual report of BGRIMM Technology Co., Ltd. (hereinafter referred to as 'BGRIMM Technology'), as of December 31, 2025, the individual named 'Ma*' is one of the independent directors of BGRIMM Technology.

The resume information shows that the individual named 'Ma*'Formerly served as a clerk in the **Finance Bureau, director-level clerk in the Enterprise Financial Management Division of the **Finance Bureau, and deputy director of the Issuance and Listing Division of the **Securities Regulatory Commission.As of December 31, 2025, 'Ma*' serves as a director partner and co-founding partner of Yiqun Holdings, independent director of Beiku Technology, and also serves as an external director of enterprises under the **State-owned Assets Supervision and Administration Commission.

It should be noted that in recent years, relevant departments have issued regulations to strengthen supervision over former employees of the Securities Regulatory Commission.

Relevant regulations indicate that for individuals who held issuance-related positions within five years prior to their resignation, the prohibition period for shareholding is ten years after leaving office.

In May 2021, the Securities Regulatory Commission issued the 'Guidance on the Application of Supervisory Rules - Issuance Category No. 2.' The guidance states that when issuers and intermediaries submit issuance application documents, they must provide a special statement. This statement includes: (1) Whether there are instances of former employees holding shares; (2) If former employees hold shares but it does not constitute improper shareholding, details such as basic information of the former employee, reasons for shareholding, share price and pricing basis, source of shareholding funds, etc., must be explained, along with a commitment from the former employee stating no improper shareholding exists; (3) If improper shareholding by former employees exists, it must be rectified, and details including basic information of the former employee, reasons for shareholding, share price and pricing basis, rectification process, and whether related interest arrangements exist must be provided.

Improper shareholding scenarios include, but are not limited to: (1) Using former position influence to secure investment opportunities; (2) Existence of interest transfer during the shareholding process; (3) Shareholding during the prohibited period; (4) Shareholding as an unqualified shareholder; (5) Illegal or non-compliant sources of shareholding funds.

In September 2024, the Securities Regulatory Commission issued the 'Regulations on the Supervision of Former Employees of the Securities Regulatory Commission System Investing in Proposed Listed Companies (Trial).' For companies applying for an initial public offering of stocks, relevant institutions should conduct thorough investigations into investments made by former employees of the Securities Regulatory Commission, assess whether they constitute improper shareholding, and issue clear opinions. Improper shareholding includes situations where former employees invest during the prohibited shareholding period. For former employees who held issuance supervision positions within five years before leaving or were senior officials managed by the commission before departure, the prohibited shareholding period extends to ten years after leaving office.

The regulation also mentions that the special statement submitted by the issuer, sponsor institution, and issuer's legal counsel must clearly state whether there are cases of former employees holding shares. If former employees hold shares, the special statement must include the following content: (1) Basic situation of the former employee; (2) Source of investment opportunity; (3) Share price; (4) Source of shareholding funds; (5) Authenticity of exit; (6) Other important matters related to former employees' shareholding. This regulation comes into effect on October 8, 2024. The 'Guidance on the Application of Supervisory Rules - Issuance Category No. 2' is simultaneously abolished.

In April 2024, the State Council issued the 'Several Opinions on Strengthening Supervision, Preventing Risks, and Promoting High-Quality Development of the Capital Market,' requiring strict and tight improvements in the management of former employees and addressing issues such as improper shareholding, the revolving door between government and business, and 'escape-style resignation.'

In this round of listing, Jiaxing Yiqun and Cixi Yiqun are both private equity shareholders of Xinrui Electronics. In February 2023, the aforementioned two private equity shareholders invested in Xinrui Electronics. Ningbo Yiqun is the executive partner and fund manager of both Jiaxing Yiqun and Cixi Yiqun. 'Ma*' was once a partner in Jiaxing Yiqun, Cixi Yiqun, and Ningbo Yiqun. Between May and June 2024, 'Ma*' successively transferred all his shares in Jiaxing Yiqun, Cixi Yiqun, and Ningbo Yiqun. On June 28, 2024, Xinrui Electronics' application for listing on the NEEQ was accepted.

The Southern Capital Center of 'Golden Evidence Research' noted that in 2025, one of the independent directors of Beikuang Technology is named 'Ma*'. His resume indicates that 'Ma*' served as deputy director of the issuance and listing department at ** Securities Regulatory Bureau. As of the end of 2025, 'Ma*' serves as a director partner and co-founding partner of Yi Qun Holdings.

ThreeConclusion

In this initial public offering, Xinrui Electronics disclosed that Chen Xiang, the third-largest shareholder, joined the Shenzhen branch of Xinrui Electronics in November 2021. Public information from 2018 and 2020 shows that a person with the same name, 'Chen Xiang,' was listed as the contact person for the Shenzhen office of Xinrui Electronics. The company Weilai Machinery, controlled by Chen Xiang, was previously a dealer for Xinrui Electronics. Additionally, the registered address of Weilai Machinery before its deregistration matched the corporate communication address of the Shenzhen branch of Xinrui Electronics.

On the other hand, Jiaxing Yiqun and Cixi Yiqun, managed by Ningbo Yiqun, are private equity shareholders of Xinrui Electronics. 'Ma*' was once a partner of Jiaxing Yiqun, Cixi Yiqun, and Ningbo Yiqun. In May to June 2024, 'Ma*' transferred all his shares in Jiaxing Yiqun, Cixi Yiqun, and Ningbo Yiqun. On June 28, 2024, Xinrui Electronics' application for an NEEQ listing was accepted. Additionally, 'Ma*' is one of the independent directors of Beikuang Technology and has served as deputy director of the issuance and listing department at ** Securities Regulatory Bureau. As of the end of 2025, Ma* serves as a director partner at Yiqun Holdings.

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