Wen Leju Finance Sun Subo
On the hot search list in 2023, there is always Gree Electric.
From the resignation of Meng Yutong, the secretary of the Internet celebrity board of directors, to Wang Ziru, who was born as a digital evaluation blogger, to become the person in charge of the company's digital channel reform project, and then to Wang Ziru's astonishing sentence "I haven't read the salary slip issued to me by Gree", Gree's popularity has always continued.
On December 13, at the induction ceremony of the 2023 college students of Gree Electric Appliances, Dong Mingzhu angrily scolded Meng Yutong in public for "being a secretary who can't even write an article, just wants to be an Internet celebrity", once again pushing Gree's popularity to a climax.
Although when it comes to Gree, everyone invariably thinks of Dong Mingzhu and air conditioning. But in fact, there are three different "Gree" behind the word "Gree": Gree Electric Appliances, Gree Real Estate and Gree Group. Among them, Gree Electric Appliances and Gree Real Estate, except for sharing the name and trademark of "Gree", have almost no direct relationship. The Gree Group is actually a direct shareholding of Gree Electric Appliances 344% of shareholders.
Recently, the main supplier of Gree Group's fuse products, "Junwei Electronic Technology Co., Ltd., hereinafter referred to as "Junwei Electronics") updated its prospectus on the Shenzhen Stock Exchange for the sixth time.
At the same time, Junwei Electronics and its sponsor, Huatai United ** Co., Ltd., also responded to the third round of inquiries from the regulators.
In several inquiries, the regulator mentioned the defects in the capital contribution of Junwei Electronics in the initial stage, and the pricing basis of previous capital increases and equity transfers.
Eight months before the first submission of the statement, Junwei Electronics not only received the first capital increase from an external investor, but also carried out an equity transfer to cash out 2700 million yuan.
1. Only one month later, the valuation was fattened by nearly 8 times by the "semiconductor M&A maniac".
According to the official website of Junwei Electronics, the starting point of the company is actually "Suzhou Huade Electronics", which was established in 2000.
Leju Finance's "Pre-trial IPO" was informed that the initial shareholder of Suzhou Huade was Yan Qiongzhang. According to the prospectus, on March 31, 2020, an overseas company called Sky Line transferred Suzhou Huade to the name of Junwei Electronics. In other words, before that, Suzhou Huade's shareholder was Sky Line.
So, who is Yan Qiongzhang and who is behind the sky line?According to the prospectus, Sky Line is 99 owned by Ever-Island66%, by Tateyama Kagaku Device Technology Co,ltd.Shareholding 005%, 0% owned by Gen Takata02%, 0% owned by Michael James Howieson27%。Ever-Island, which is the majority shareholder of Sky Line, is 100% owned by Yan Ruizhi. The identity of the remaining shareholders with smaller holdings was not disclosed in the prospectus. As for Yan Qiongzhang, he is actually Yan Ruizhi's father.
In January 2014, Sky Line invested US$5 million to establish Junwei Co., Ltd. with an initial registered capital of US$3 million.
It is worth noting that Sky Line's subsequent capital increase in Junwei Limited has been overdue.
According to the decision made by Sky Line on March 24, 2014 and the reply made by the Foreign Economic Cooperation Bureau of Xinhui District, Jiangmen City at that time, Sky Line will increase the total investment in Junwei Co., Ltd. by 3 million US dollars and increase the registered capital by 2 million US dollars within two years (counting from the date of the change of the business license of Junwei Co., Ltd.), which will be invested by Sky Line with 1 million US dollars in cash exchange and 1 million US dollars in imported equipment. After the completion of the capital increase, the registered capital of Junwei Co., Ltd. was changed to 5 million US dollars, of which 4 million US dollars were contributed in US dollar spot exchange and 1 million US dollars were invested in equipment.
However, as of July 12, 2016, Sky Line only invested 62$910,000, the remaining 37US$0.9 million in in-kind contributions were not paid as scheduled.
What is even more surprising is that Sky Line's monetary contribution of US$4 million and 62 million to Junwei Co., LtdThe $910,000 in-kind fund** is actually Earned Peace Enterprise Corp., which Yan Qiongzhang controls through himand other overseas entities to provide to Yan Ruizhi. In other words, Yan Ruizhi's money to open the company was borrowed from his father. From June 2018 until this submission, Yan Ruizhi paid off the loan of more than $4.6 million provided by his father.
On March 15, 2017, Sky Line decided to increase the registered capital of Junwei Co., Ltd. by US$850,000 and increase the total investment by US$1 million, which was invested by Sky Line in cash exchange of US$850,000 and paid in full before December 31, 2017. After this change, the registered capital of Junwei Co., Ltd. is 5.85 million US dollars. However, in the end, Sky Line's limited capital increase to Junwei in March 2017 was not paid at the agreed time of capital contribution.
On November 22, 2018, Sky Line changed the investment method and investment date. Among them, the monetary contribution was US$5.22 million, and the equipment was invested US$630,000, and the registered capital remained at US$5.85 million, which was fully paid up by December 31, 2019. Unfortunately, the Sky Line was not fully paid by December 31, 2019.
It was not until November 2021 that the overdue capital contribution of Junwei was rectified. As of November 10, 2021, Junwei Co., Ltd. received a total of US$122 in newly paid registered capital from shareholders Sky Line090,000 US dollars, the capital contribution subscribed by the shareholder Sky Line has been fully paid.
As for the reasons for the overdue capital contribution, the regulator also inquired about Junwei Electronics. In addition, the Ministry of Commerce also issued a notice in June 2014 to improve the management of foreign investment review, saying that it will cancel the restrictions or regulations on the proportion of initial capital contribution, the proportion of monetary contribution and the period of capital contribution of companies with foreign investment (including investment in Taiwan, Hong Kong and Macao). Therefore, the controlling shareholder of the company, Sky Line, decided to invest in the paid-in registered capital according to the actual operating needs of the company, and did not strictly follow the capital contribution period requirements approved by the original competent authority and decided by the shareholders. To put it simply, there are new regulations that allow this.
As soon as the overdue capital contribution was resolved, in December 2021, the four employee shareholding platforms of Junwei Electronics, Zhuhai Qiande, Yongxin International, Juxiang International, and Tasker International, became its shareholders.
At that time, the total value of the four employee stock ownership platforms was 1,98060,000 yuan of ** subscribed to Junwei Limited for a total of 691440,000 yuan registered capital. At the same time of the capital increase, the previous registered capital of 14.55 million US dollars was converted to RMB 9,781710,000 yuan. After this capital increase, the registered capital of Junwei Electronics is 10,473150,000 yuan, the company's valuation is about 29.9 billion yuan.
One month later, Junwei Co., Ltd. received its first capital increase from external investors, and Shenglan (Zhuhai) Industrial Investment Partnership (Limited Partnership) (hereinafter referred to as "Zhuhai Shenglan") won 2100 million yuan subscribed to Junwei Co., Ltd. 898The registered capital is 830,000 yuan. After this capital increase, the registered capital of Junwei Limited is 11,371980,000 yuan, the company's valuation reached 26600 million yuan, an increase of 789 times.
In the prospectus, Junwei Electronics attributed the capital increase of the company by four employee shareholding platforms in December 2021 to "the company's equity incentive for employees".
However, Junwei Electronics took September 30, 2021 as the valuation base date, and hired an external appraisal agency to evaluate the fair value of the company's equity using the discounted cash flow method, and the evaluation result was 17$2.6 billion.
Even if it is not compared with the valuation after receiving the capital increase of the employee stock ownership platform in December 2021, the post-investment valuation of Junwei Electronics in January 2022 is still 54% higher than the valuation after the valuation of the discounted cash flow method in September 2021.
What is the origin of this investment institution that suddenly raised the valuation of Junwei Electronics?According to the prospectus, the ** manager of Zhuhai Shenglan is Beijing Zhilu Asset Management***, hereinafter referred to as "Zhilu Capital").
According to Leju Finance's "Pre-IPO", Wise Road Capital mainly focuses on semiconductor core technology and other emerging high-end technology investment opportunities. It is rumored that Wise Road Capital is a semiconductor M&A maniac. In addition to the acquisition of Tsinghua Unigroup, other well-known mergers and acquisitions of Wise Road Capital include the acquisition of EPAK, a world-renowned wafer carrier manufacturer, and the attempt to acquire Magnachip, a well-known South Korean chip manufacturer, at a premium of 75%.
In addition to raising the company's valuation, Zhuhai Shenglan's capital increase also brought a lot of cash to Junwei Electronics.
According to the prospectus, the balance of monetary funds of Junwei Electronics at the end of 2022 increased by 23.8 billion yuan, an increase of 230 percent year-on-year32%, mainly due to the introduction of Zhuhai Shenglan. In addition, for the whole year of 2022, the scale of cash inflow received by Junwei Electronics from absorbing investment will be 2600 million yuan, of which Zhuhai Shenglan accounts for about ninety percent.
Regarding the rapid growth of the company's valuation, in the face of regulatory inquiries, Junwei Electronics explained that the company had made a number of progress at the sales business level before obtaining Zhuhai Shenglan, which led to an increase in valuation.
It should also be pointed out that when Zhuhai Shenglan increased its capital in Junwei Electronics, it had not yet been filed with the ** Industry Association. However, the regulator received a reply after consulting with the industry association of the intermediary agency, and such circumstances do not violate the relevant provisions of the industry association on the filing of private investment.
2. The actual controller suddenly cashed out 2600 million, the company paid tens of millions of taxes and fees in advance
At the same time as obtaining the capital increase of Zhuhai Shenglan, the actual controller of Junwei Electronics also carried out a wave of equity cash-out operations, which also introduced a number of new shareholders to the company.
On January 20, 2022, Sky Line held a total of 10022% equity (corresponding to the registered capital of Junwei Limited 1,139.)650,000 yuan) to 2The 6.7 billion yuan ** was transferred to the new shareholders Huajin Lingyue under Huajin Capital, Wuxi Ark under Wentianxia Technology, Fenhu Qinhe, CPE, Puxin One and Hunan Puxin under Qingkong Jinxin Capital.
As mentioned above, Sky Line holds 9966% of the majority shareholder, Ever-Island, is wholly owned by Yan Ruizhi. That is to say, 2Almost all of the 6.7 billion yuan equity transfer money fell into Yan Ruizhi's pocket.
In addition to the shocking amount of cash, the timing of Yan Ruizhi and others cashing out is also very intriguing.
According to the content of Junwei Electronics' reply to regulatory inquiries, the pricing basis for Sky Line's equity transfer is based on the overall valuation of Junwei Electronics 26600 million yuan, determined by consultation of all parties. Eight months after this equity transfer, Junwei Electronics submitted a prospectus for the first time. In other words, Yan Ruizhixuan carried out a surprise cash-out before the company submitted the statement and when the valuation increased significantly.
For this transfer, skyl ine should also pay the corresponding corporate income tax and stamp duty in RMB in Chinese mainland. Since Sky Line is not a Chinese resident enterprise, withholding at source is implemented. CPE and Puxin One, one of the transferees, are also non-Chinese resident enterprises, so they are paid by Junwei Electronics on behalf of Sky Line.
Two months later, Sky Line repaid the full amount of 1,118 to Junwei Electronics040,000 yuan, and paid a total of 5550,000 yuan.
After this capital increase and equity transfer, Junwei's limited equity structure has gradually grown. On March 14, 2022, the company as a whole was changed to a share***, and the company name was also changed to Junwei Electronic Technology Co., Ltd. ***
Ten days later, another ** subsidiary of Huajin Capital subscribed for 3,689,675 shares of Junwei Electronics for 50 million yuan. After this capital increase, the paid-in capital of Junwei Electronics increased to 200 million yuan.
It should be pointed out that while introducing external investors in January 2022 and March 2022, Junwei Electronics has signed VAM clauses with all investors. Although all of them have been terminated at present, if Junwei Electronics withdraws its listing application or fails to list or the listing application is not approved within two years, the special rights enjoyed by investors stipulated in the VAM clause will be restored to effect.
As of the submission of the statement, Junwei Electronics is 7459%, which is held by employee shareholding platforms Juxiang International, Zhuhai Qiande, Yongxin International and Tasker International. 32%, 7% owned by Zhuhai Shenglan76%, 271%, which is held by Huajin Lingyue and Huajin Shangying 184%, 162%, 153%, owned by Wuxi Ark 111%, 1% owned by Fenhu Qinhe01%。
Among them, Yan Ruizhi controls Junwei Electronics 74 through Sky Line59% of the equity is the actual controller of the company.
More than a year has passed since the submission of the form, and Junwei Electronics has accepted the third round of inquiries from the regulators.
Leju Finance's "Pre-trial IPO" noted that when the regulator checked the capital flow of the actual controller of Junwei Electronics and his spouse, directors, supervisors, senior executives and key position personnel, it was found that Yan Ruizhi, the actual controller of Junwei Electronics, had withdrawn a large amount of cash.
In 2020, 2021, 2022 and the first half of 2023, Yan Ruizhi withdrew 891 respectivelyNT$640,000, NT$1,317NT$780,000, NT$1,200NT$580,000 and NT$561NT$970,000, with a total cash withdrawal of NT$3,971 in three and a half yearsNT$970,000.
It is reported that the reason for Yan Ruizhi's cash withdrawal is mainly for living expenses, mother's care expenses, children's tutoring fees, land rent for his own house and other daily expenses.
3. The rationality of high gross profit margin and low R&D rate has been questioned
Since its establishment, Junwei Electronics has focused on the R&D, production and sales of current sensing precision resistors and wafer chip fuse products. After years of accumulation and precipitation, its own brands "Huade", "Walter", "TFT" and "YED" have produced strong market influence.
At present, Junwei Electronics' product series is very rich, which can be widely used in smart phones, laptops, tablet computers, mobile power supplies, smart watches, Bluetooth headsets, air conditioners, refrigerators, washing machines, TVs, sweeping robots, intelligent security, power tools and many other fields. Therefore, its customer base is also very large, including Samsung, Xiaomi, Lenovo, Xinnengde, Gree, Daikin and many other well-known brands at home and abroad.
The main business of Junwei Electronics can be divided into current sensing precision resistance business, fuse business and other businesses. Among them, the revenue of the current sensing precision resistor business accounted for more than half of the total revenue.
From 2020 to 2022 and the first half of 2023 (hereinafter referred to as the "Reporting Period"), the gross profit margin of Junwei Electronics' current sensing precision resistors was respectively. 97%。During the same period, the average gross profit margin of comparable companies in the same industry was as follows. 96%。It can be seen that the gross profit margin of Junwei Electronics' current sensing precision resistor is significantly higher than the average level of its peers.
Junwei Electronics believes that compared with comparable companies in the same industry, its current sensing precision resistance products have better performance, more advanced technology, more high-end application scenarios, higher technical difficulty and technical added value, and do not provide external evidence and quantitative analysis.
In this regard, the regulator also raised questions, requiring them to explain the gross profit margin level and reasonableness of the revenue of major terminal brands, and whether it is in line with the characteristics of customers.
Junwei Electronics explained that the company has the industry's head customers, the head customers for the performance parameters, technological advancement, stability, reliability and other aspects of the company's products have higher requirements, the technical added value of the products is higher, the product update iteration is faster, and the company's direct competitors in the world are limited, mainly including Yageo, Qiankun and a few other leading technology manufacturers in the industry, so the gross profit margin can be maintained at a high level.
The "pre-trial IPO" of Leju Finance also found that while the gross profit margin of the main business is higher than the average level of its peers, the R&D expense rate of Junwei Electronics is lower than the average of its peers.
According to the prospectus, in each period of the reporting period, the R&D expense rates of Junwei Electronics were respectively. 97%。During the same period, the average R&D expense ratios of comparable companies in its peers were as follows: 95%。
Fourth, the net profit in the first three quarters fell by two percent year-on-year, and the unit price of the main products continued to decline
According to the recently updated prospectus of Junwei Electronics, in the first three quarters of 2023, the company's operating income will be 40.8 billion yuan, down 371%；Net profit was 6,368840,000 yuan, down 2005%；Net profit attributable to shareholders of the parent company after deducting non-recurring gains and losses was 6,146890,000 yuan, down 221%。
Regarding the decline in performance, Junwei Electronics explained that in the first quarter of 2023, affected by unfavorable factors such as the global macroeconomic downturn, the decline in consumer electronics terminal market demand, and the destocking of downstream customers, the company's main business income showed a certain decline. Since the second and third quarters, the company's main business income has shown a recovery trend, but the overall performance in the first three quarters is still slightly lower than the same period last year.
In fact, in 2022, Junwei Electronics' performance will decline. Revenue for the year fell 3% year-on-year to 54.6 billion yuan, net profit fell 23 percent year-on-year78% to 8625490,000 yuan, deducting the net profit attributable to the parent decreased by 17 year-on-year6% to 8504820,000 yuan.
In 2021 and 2020, Junwei Electronics' performance is on the rise. Among them, the revenue in 2021 will be 40.8 billion yuan, a year-on-year increase of 3184%；Net profit was 11.3 billion yuan, a year-on-year increase of 6077%；The net profit after deducting non-attributable to the parent was 10.3 billion yuan, a year-on-year increase of 521%。In 2020, the growth rate of Junwei Electronics' net profit will be as high as 23898%。
Leju Finance's "Pre-trial IPO" penetrated the prospectus and found that during the reporting period, the average sales price of current sensing precision resistance products and fuse products in Junwei Electronics' main business was on a downward trend.
In each period of the reporting period, the average sales price of current sensing precision resistor products of Junwei Electronics was 13102 yuan kpcs, 12686 yuan kpcs, 12405 yuan kpcs, 12286 yuan kpcs, with an average annualized decrease of 254%；The average sales price of fuse products was 11734 yuan kpcs, 11326 yuan kpcs, 1123 yuan kpcs, 1093 yuan kpcs.
In addition, Leju Finance's "pre-IPO" also found that the management expenses of Junwei Electronics are on the rise, which is tantamount to increasing the company's costs. In each period of the reporting period, the administrative expenses of Junwei Electronics were 5,950850,000 yuan, 7,499$370,000, $100 million and $4,607520,000 yuan, accounting for the proportion of the current operating income respectively. 36% and 1887%。
It is reported that the management expenses of Junwei Electronics are mainly composed of employee salaries, equity incentive fees, service fees, depreciation and amortization and office expenses. Among them, the compensation of employees accounts for more than half.
At the same time, during the reporting period, the equity incentive fees generated by Junwei Electronics' equity incentives involving management personnel were 35340,000 yuan, 426740,000 yuan, 1,323450,000 yuan and 506640,000 yuan, accounting for the proportion of management expenses. 21% and 11%.
The regulator has also questioned whether the remuneration of directors, supervisors, senior executives, core technical personnel and middle-level managers of Junwei Electronics is at a reasonable level in the industry.
In this regard, Junwei Electronics explained that compared with comparable companies in the same industry, there are more overseas operating entities, with branches in the United States, Japan, Taiwan, Hong Kong, China and other places, and the salary level of overseas management personnel is significantly higher than that of mainland management personnel, resulting in a higher salary level than comparable companies in the same industry.
According to Leju Finance's "Pre-trial IPO", the deputy general managers of Junwei Electronics, Weng Wenxing and Jin Fangyin, will receive salaries of 273 in 2022270,000 yuan, 212630,000 yuan, which is higher than Yan Ruizhi, chairman and general manager of Junwei Electronics.
According to the resumes of Weng Wenxing and Jin Fangyin, Weng Wenxing is a Malaysian national, and Jin Fangyin is a Taiwanese of China.
In this IPO, Junwei Electronics will come up with 1The 200 million yuan raised will be used to supplement the working capital.
As of the end of the first half of 2023, Junwei Electronics' monetary funds reached 36.2 billion yuan. Its short-term borrowings are 0, and its non-current liabilities due within one year are only 681620,000 yuan.
P.S: Jun Wei electronicallyList of intermediaries issued by the city
Lead underwriters, sponsors:Huatai United ** Co., Ltd.
Issuer's lawyer:Shanghai Llinks Law Firm.
Auditors:Ernst & Young Huaming Certified Public Accountants (Special General Partnership).
Evaluation Agency:Rice Asia (Beijing) Asset Appraisal***
Related company: Junwei Electronics.