Author: Morrowind
Qingdao Pulkey Electronics Research Institute Co., Ltd. *** hereinafter referred to as "Chemri Electronics") sprint IPO.
The main business of Chemri Electronics is the research and development, production and sales of high-reliability microcircuit modules, the main products include motor drivers, light source drivers, signal controllers and other microcircuit products, and its product customers are mainly military customers, including China North Industries Group, China Aerospace Group, China Aerospace Science and Industry Corporation, China Aerospace Science and Technology Corporation and other enterprises, the plan is to land on the Shenzhen Stock Exchange GEM.
Cool-rig Electronics can serve these well-known military industrial groups without the efforts of the company's chairman Wang Jiangang and vice chairman and general manager Wang Jianhua. According to the prospectus, Wang Jiangang, born in 1955, is 69 years old this year, and Wang Jianhua, born in 1949, is 74 years old this year. According to the prospectus and inquiry materials, the funds raised by Pulcra Electronics have exceeded the revenue by more than 4 times, exceeding the total assets;Moreover, as a high-tech enterprise and a specialized and special new enterprise, it is doubtful whether technology can support it.
Brothers work together A part-time IPO enterprise created by a state-owned enterprise
China's national defense is led by the state, but in terms of products, some private enterprises are also involved.
At present, Chemri Electronics is a family-owned company, and according to the prospectus, Wang Jiangang and Wang Jianhui, as the chairman and general manager of the company, each control 225203% of the shares, while Wang Jianhui's daughter Wang Xin and Wang Jiangang's son Wang Ke each hold 160932% of the shares, plus the shares controlled by the Wang family through the employee stock ownership platform, the four people together control 815118% of the shares.
Such an equity structure was achieved step by step by the Wang brothers.
The eldest brother Wang Jianhua only has a high school education, he was born in 1949 and the same age as the Republic, from the resume, although only a high school education, but the identity is not simple, April 1968 - November 2000, successively in Qingdao Vehicle Factory, Qingdao Office Machinery Manufacturing Company, Qingdao Aerospace Semiconductor Research Institute as an engineer, retired in November 2000, until March 2004 into Pulcra Co., Ltd., the predecessor of Chemri Electronics, as an executive director, general manager, vice chairman.
According to the prospectus, from August 1980 to May 2004, he successively served as deputy director, deputy chief engineer and director of Qingdao Aerospace Semiconductor Research InstituteFrom May 2004 to June 2010, he served as the deputy director of Jinan Semiconductor Component Laboratory, and also joined Coolcore Co., Ltd. in March 2004 and became the general manager, supervisor and chairman of Chemri Co., LtdSince June 2022, he has served as the chairman of the company.
According to the prospectus, the founders of Chemare Co., Ltd. at the beginning were not two brothers, but Li Qingzeng and Li Nansheng, who invested 150,000 yuan for a total of 300,000 yuan to set up Pulcra Co., Ltd., and how the Wang brothers became the controllers of Pulcra Co., Ltd. was not disclosed in the prospectus. When the Wang brothers entered Pulcra Co., Ltd. in March 2004, the original shareholders Li Qingzeng and Li Nansheng withdrew from the ranks of shareholders, and the registered capital of 150,000 yuan of Li Qingzeng and Li Nansheng was also transferred to the Wang brothers equally.
In the development process of Pulcra Electronics, there are several problems that have not been explained clearly. First of all, the prospectus shows that although Wang Jiangang belongs to the chairman and legal person, on December 1, 2020, the "Concerted Action Agreement" signed by Wang Jianhua, Wang Jiangang, Wang Xin and Wang Ke shows that the company's final decision is made by Wang Jianhua, because in a normal company, the chairman is the decision-maker, Wang Jianhua is only the deputy director, general manager, high school education, and his younger brother is the chairman but does not have the final decision, which makes people feel bizarre.
Secondly, the Wang brothers entered Pulcra Limited in 2004, and in the equity change in the prospectus, there was no introduction of the two exits, and there was no introduction of the Wang brothers to enter Joint-reef Limited in 2004, but it was found in the change of industrial and commercial information.
According to industrial and commercial data, Qingdao Aerospace Semiconductor Research Institute was established in 1965 and is a member of the Aerospace Science and Industry Group, and the nature of the enterprise is a state-owned enterprise (central enterprise), and its business scope is the research and development and production of analog integrated circuits, thick film hybrid integrated circuits, microcircuit modules, semiconductor discrete devices, power electronic products, sensors and other military and civilian products, and there is the same business as the microcircuit module of Chemri Electronics. Although Wang Jianhui retired when he entered Pulcra limited, Wang Jiangang still served as the director of Qingdao Aerospace Semiconductor Research Institute in May 2004, and from May 2004 to June 2010, he served as the deputy director of Jinan Semiconductor Component Laboratory. The leadership position of an intermediary organization, or a part-time job that has been approved, shall receive salary and other income without authorization, and shall not use its power to seek personal interests or harm the interests of the enterprise. It is clear that Wang Jiangang violated the regulations by serving at Pulcra Limited from March to May 2004 and from May 2004 to June 2010 and becoming a shareholder.
Moreover, from the establishment of Chemri Co., Ltd. to 2003, when the two brothers took over, Brocra Co., Ltd. has no business scope in industrial and commercial information, and since the two took over, it has begun to operate in the field of high-reliability microcircuit modules, which makes people think about it, the original founders Li Qingzeng and Li Nansheng, what is the relationship with the Wang brothers?Is it a nominee shareholding?
In addition, when Cooley Co., Ltd. was established, the fixed asset contribution did not go through the asset appraisal procedure, and it was not until the time of applying for the IPO that the procedures were re-issued, because the company was going to be listed, and the procedures were not complete.
The funds raised have exceeded revenue by 4 times and exceeded total assets
In any case, after Wheel-cra Electronics was taken over by the Wang brothers, its performance developed, but the dream of conquering the capital market came into reality step by step.
According to this application, Pulcra Electronics plans to raise funds 100.1 billion yuan, and in the first half of 2020-2023, the company's operating income was 14.7 billion yuan, 1700 million yuan, 27.2 billion yuan, 16.1 billion yuan;The net profit was 86.23 million yuan and 49.68 million yuan respectively670,000 yuan, 16.3 billion yuan, 9694730,000 yuan;The net profit after deducting non-profits was 84.69 million yuan, 97.11 million yuan and 15.5 billion yuan, 9594140,000 yuan. The total amount of funds raised is already more than 4 times the operating income in 2022 (currently the most).
As of June 30, 2023, Trail Chemicals had total assets of 98.6 billion yuan, which means that the raised funds exceed the total assets.
However, Trailri Electronics' monetary funds increased from 342 in 2020$270,000 to $3 as of June 30, 20234.1 billion yuan, 4.5 million yuan in 2020, 87.2 million yuan in 2021, and the asset-liability ratio is also lower than the average of the same industry. By all indications, the company is not bad for money, but in 100.1 billion yuan of raised funds in the project, 2900 million yuan was used to supplement liquidity, which is the largest fundraising project.
In recent months, regulators have successively introduced restrictions on the cashing out of major shareholders and supervision of the use of raised funds, and it remains to be seen which side the scales will tilt between the dreams and reality of the Wang brothers.
It is difficult to live up to the reputation of high-tech enterprises and specialized and special new enterprises
On December 1, 2020, the company obtained the qualification of a high-tech enterprise, but it has expired this year and is currently applying for renewalAt the same time, in 2022, it was awarded the title of National Specialized and Special New Enterprise by the Ministry of Industry and Information Technology.
However, in terms of R&D expenses and invention patents, it is doubtful whether Chemclis Electronics can meet the qualifications of high-tech enterprises and specialized and special new enterprises.
According to the requirements of the GEM in 2023, the proportion of R&D expenses in operating income needs to reach more than 15%. From 2020 to the first half of 2023, the proportion of Chemri Electronics' R&D expenses is as follows: 09%, which is not only lower than the latest standards required by the GEM, but also far lower than the average level of the same industry. From 2020 to the first half of 2023, the R&D expenses of Chemri Electronics were 805790,000 yuan, 987750,000 yuan, 1245010,000 yuan, 496110,000 yuan, the GEM requires a total amount of not less than 50 million yuan in the last three years, and Chemri Electronics is obviously not enough.
In fact, the GEM requires that the enterprise applying for IPO must be a high-tech enterprise, and the application conditions for high-tech enterprises are as follows:
Pulcra Electronics was qualified as a high-tech enterprise on December 1, 2020, and its operating income for the year was 14.7 billion yuan, which should belong to the standard of (5) 2, the R&D expenditure is not less than 4%, and the Pulkey Electronics is 548%, according to the data, the conditions have been met, but according to the first question of the "Reply to the Review Inquiry Letter of the Initial Public Offering ** and Listing Application Documents on the GEM" on R&D investment and the positioning of the GEM, part of the remuneration of the actual controllers Wang Jianhui, Wang Jiangang and Wang Ke will be included in the R&D expenses, and the total amount is 307320,000 yuan, 329270,000 yuan, 283060,000 yuan, therefore, the R&D expenses in 2020 will deduct 307 salaries for 3 people320,000 yuan, 498 left520,000 yuan, based on this calculation, obviously can not meet the latest year's sales of 50 million to 200 million yuan of enterprise R & D expenses of not less than 4%, so this condition is not met. How did Pulcra Electronics identify the qualification of high-tech enterprises back then?Is it appropriate to include the remuneration of the actual controller in the R&D expenses?In fact, the remuneration of the actual controller calculated in this way in other years does not meet the R&D expense standards of the above-mentioned high-tech enterprises.
According to the application conditions of national-level specialized and special new enterprises, the characteristic index requirements: the leading products have a market share of more than 10% in the national market segment, and enjoy high visibility and influence. It has its own brand that is directly facing the market and has a competitive advantage, and there is no evidence that the leading products have a market share of more than 10% in the national market segment in the application materials and related materials. According to page 1-1-101 of the prospectus, there is no completely comparable competitor in the same industry in the A** field, so the selected competitors in the same industry are military supporting enterprises, but the operating income of these companies is higher than that of Pulcra Electronics, and even in 2022, the operating income of Zhenhua Technology will be as high as 7.2 billion yuan, which is more than 30 times that of Chemri Electronics.
In particular, Pulcra Electronics has 7 patents, including 4 invention patents and 3 utility model patents. However, according to the prospectus, the application period of the four invention patents is 2012-2015, which is very old, which means that there are no new invention patents in the near future. The other 3 utility model patents were also transferred from Wang Ke and Wang Xin. The business of Chemsca Electronics is in the field of high-reliability microcircuit modules, and invention patents are naturally related technologies in this field, and the main business of Qingdao Aerospace Semiconductor Research Institute where Wang Jianhua and Wang Jiangang are located also includes the business in the field of high-reliability microcircuit modules.
Under the leadership of the Wang brothers, can Chemri Electronics be successfully listed?We'll just have to wait and see.