Author: Liu Jie.
According to the statistics on the official website of the China Securities Regulatory Commission, there are currently 11 IPO companies that are currently in the registration review stage, but have not been approved for registration for more than 1 year (see the table below for details). Among them, the company with the longest wait for registration has been up to two years.
Although some IPO companies have gone through multiple rounds of inquiries, successfully passed the meeting, and entered the registration stage, only one step away from listing, from the current situation, entering the registration stage is not worry-free, and there is no shortage of enterprises "failing" in the registration stage. According to wind statistics, since the beginning of this year, there have been 7 companies that have successfully passed the meeting but stopped at registration.
Stuck in the registration process, reflecting that the relevant enterprises still have some problems to be solved or there are emergencies. Judging from some cases, the CSRC also attaches great importance to whether the major risk warnings of enterprises are comprehensive.
It has been more than two years since the submission of the registration
The registration approval has still not been obtained
According to public information, on September 17, 2021, the registration application of Yitang shares was submitted, more than two years ago, and it has not yet obtained the listing approval, and the listing process has almost stalled.
Interestingly, it applied for listing on the Science and Technology Innovation Board on June 25, 2021, entered the inquiry stage on July 15, and was approved by the Listing Committee meeting on August 30. Judging from the above point in time, from the declaration to the meeting, Yitang shares only took more than two months, which can be called "fast", but in the end it was stuck in the registration stage and has not been approved.
According to Gartner statistics, in 2020, its market share of dry degumming equipment and rapid heat treatment equipment ranked first in the world.
I. Second. From 2018 to the first half of 2021, Yitang shares achieved revenue of 151.8 billion yuan, 157.4 billion yuan, 231.3 billion yuan, 141.7 billion yuan, of which in 2019 and 2020, the year-on-year growth rate was respectively. 96%；In the same period, the net profit was 2395830,000 yuan, -8813980,000 yuan, 2476160,000 yuan, 9519930,000 yuan, of which in 2019 and 2020, the year-on-year growth rate was respectively. 09%。Judging from the above data, the performance of Yitang shares fluctuates significantly.
In September 2021, the China Securities Regulatory Commission inquired about Yitang shares in the registration stage, mainly focusing on six issues: historical evolution, employee stock ownership plan, co-ownership patents, R&D expenses, pre-receivables, contract liabilities, and subsidies. Judging from some of the specific issues, the CSRC requires it to explain whether the historical capital reduction is legal and compliant, and to explain whether the company's relevant internal control system is sound and effectively implemented in combination with the historical changes in state-owned equity without asset appraisal, failure to perform appraisal and approval procedures, failure to obtain appraisal approval in a timely manner, and failure to enter into transactionsExplain the specific situation of third-party co-owned patents, whether they involve core patents, and the income generated by relying on relevant patents during the reporting period.
It is also worth noting that Yitang shares disclosed the risk of goodwill impairment in the prospectus. As of June 30, 2021, the carrying value of goodwill of Yitang shares was 88.7 billion yuan, accounting for 2063%, mainly due to its acquisition of its U.S. subsidiary MTI in 2016. If the future performance of its acquired subsidiary, MTI, falls short of expectations, the company will face the risk of accruing a large amount of goodwill, which will seriously weaken the profit level.
Megvii Technology, known as the "AI Four Little Dragons", has been submitting its registration application on September 30, 2021 for more than two years, and it has not yet won the registration approval.
In fact, this is not Megvii Technology's first IPO, in the early years, it applied for listing on the Hong Kong Stock Exchange, but after failing in the end, it switched to the Science and Technology Innovation Board in March 2021.
According to the data, the China Securities Regulatory Commission conducted two rounds of inquiries on Megvii Technology during the registration stage, with a total of 8 questions in the first round, involving the capitalization of R&D expenditures, capital transactions with small loan customers, disclosure of information related to delisting risks, and the details of the adjustment of the declaration statement compared with the financial information reported to the Hong Kong Stock Exchange. In the second inquiry of the CSRC, there are mainly three issues, the most important of which is related to the first round of inquiries by the CSRC, and the difference between the financial information in the declaration statement and the financial information reported to the Hong Kong Stock Exchange is mainly the reduction of operating income, of which the amount of operating income reduction in 2018 is 57.3 billion yuan. It was explained that the previous reduction was mainly due to the difference in the practical treatment of the project-based contract business between the two places and the adjustment of the specific applicable policies for revenue recognition, so the CSRC required it to explain whether the adjustment of operating income was in line with the provisions of the Accounting Standards for Business Enterprises.
In addition, during the exchange's inquiry stage, the regulator questioned the legality of Megvii's acquisition, processing and use of data, and in the second round of inquiries by the CSRC, it was further required to explain the specific content of the cooperation agreement with Ant Group and customer D, the specific use of relevant data, and the compliance of using Ant Group and customer D's data in combination with the relevant laws and regulations on data management.
In addition, when Megvii Technology recognizes share-based payment expenses, the fair value per share is in the range. The SFC required it to explain the specific calculation process of the share-based payment expense, the basis for determining the relevant fair value and reasonableness.
Important risk warnings are not comprehensive, and are focused on
Founded in 1989, INTCO is an enterprise specializing in the research and development, production and sales of in vitro diagnostic products, and is one of the oldest IVD companies in China. Relying on the immunological detection technology of infectious diseases, it has successfully developed POCT, enzyme-linked immunoassay, biochemical and other diagnostic product technology platforms, and related products have covered infectious diseases, respiratory tract, digestive tract, cardiac markers, eugenics and immune diseases in clinical applications.
On July 14, 2022, the GEM IPO of Yingke Xinchuang passed smoothly, and it submitted to the CSRC for registration in September of that year, but by September 30 this year, its financial information had expired, and the review status had become "suspended".
As a manufacturer of in vitro testing products, INTCO has set foot in the new crown testing business, however, it is a pity that it has taken the wrong "lane" and missed the opportunity due to layout errors.
According to the data, in 2020, 2021 and January 2022, the sales volume of Yingke's new coronavirus detection products were 100190,000 servings, 231800,000 servings, 508830,000 servings, with a total sales volume of 840820,000 servings;During the same period, the output of this product was 905180,000 servings, 313210,000 servings and 524960,000 servings, with a total output of 1,743350,000 servings. It is not difficult to see that the production of Yingke Xinchuang's new crown detection products in 2020 far exceeds the sales volume, and the production and sales rate is obviously low.
However, in September of that year, the World Health Organization issued the "Use of Rapid Immunoassay to Detect Antigens to Diagnose SARS-CoV-2 Infection", which pointed out that the probability of using antigen rapid diagnostic tests is relatively high, so the demand for antibody detection products in the EU market has dropped sharply.
In view of the above situation, the new coronavirus antibody detection products produced by Yingke Xinchuang cannot continue to be used or sold, so it entrusts a professional company to pack the inventory with no use value and crush it by a crusher. This resulted in an increase of 1,407 in its inventory loss in 2020200,000 yuan. It can be seen that Yingke New Creation not only did not eat this wave of dividends, but made a loss-making transaction.
In response to the above situation, the China Securities Regulatory Commission also highlighted in its inquiry about INTCO Ventures, requiring it to supplement the disclosure of the revenue and gross profit contribution of new crown-related products in each period of the reporting period in the "Risk Factors" and "Reminders of Major Events" in the prospectus, indicating the risk that this part of the revenue may not be sustainable.
In addition, the CSRC also mentioned that, according to the application materials, some of the promotion service providers of Yingke Xinchuang overlapped with dealers, and asked them to supplement the specific content and authenticity of the relevant promotion services of the above-mentioned promotion service providers, the matching with the promotion service fees, whether their sales revenue to the above-mentioned overlapping dealers was real, and whether there were special interest arrangements;Whether it sells to unqualified dealers, and whether the sales process is legal and compliant.
Previously, INTCO had indeed sold products to unqualified customers. On July 21, 2017, due to the sale of 5 kinds of in vitro diagnostic reagents for blood-source screening, including hepatitis B virus surface antigen diagnostic kits, which were registered as drugs, to Xiamen Haifei Biotechnology***, it has been renamed as "Xiamen Haifei Biotechnology Co., Ltd.***, Xiamen Chensheng Commerce***, Shenzhen Tianwen Industry***, and Lanzhou Panshida Electronic Instruments***, and other 4 companies have not obtained the "Drug Business License" The company was warned and punished by the Market Supervision and Administration Bureau of Haicang District, Xiamen City, and fined 9,000 yuan.
Focusing on the R&D, production and sales of intelligent imaging equipment such as panoramic cameras and action cameras, Shadowstone Innovation, a provider of intelligent imaging equipment based on panoramic technology, submitted for registration on January 28, 2022, and in February and November of that year, it was subject to two rounds of inquiries by the CSRC, mainly on its income, share-based payment, year-on-year growth in marketing expenses, and changes in indirect shareholders' equity.
In terms of revenue, the China Securities Regulatory Commission mainly paid attention to the overall growth rate of Yingshi Innovation's operating income, which grew in 2019 and 2020. 58%, while in the same period, the revenue growth rate of comparable companies in the same industry was respectively. 85%, its revenue growth rate is much higher than that of comparable companies in the same industry. In this regard, the China Securities Regulatory Commission (CSRC) required it to give a risk warning on the increase in operating income that was higher than that of comparable companies in the same industry, but since then, Shadowstone Innovation has not updated its disclosure prospectus.
In terms of expenses, the application materials show that during the reporting period, the marketing expenses of Yingshi Innovation increased year by year, mainly due to the related expenses incurred by the company in carrying out various exhibition activities and advertising, and the proportion of online sales revenue increased year by year. The CSRC requires it to explain whether there are any acts of unfair competition such as false advertising, taking into account the main composition of marketing expenses, the promotion methods of each sales channel, and their legality and compliance.
In addition, the China Securities Regulatory Commission also requires it to explain whether the issuer and its affiliates themselves or entrust a third party to guide positive reviews, free orders or full cashbacks, modify or delete negative reviews of the issuer's online sales channels, such as fictitious credit evaluations and positive reviews of the issuer's online sales channels during the reporting period, and whether the relevant behaviors constitute violations of laws and regulations and legal obstacles to the issuance and listing.
Therefore, under the comprehensive registration system, enterprises should pay more attention to information disclosure to ensure the authenticity, accuracy, completeness and timeliness of the disclosed information.