Wen Leju Finance Cheng Mengyao
Xuan Father" has more children, so there is a "spelling father". Some people rely on their dad to make their debut as stars, and some people rely on dad to start a business and be a boss.
16 years ago, Yu Shengwu with the help of his father's connections, borrowed 1 million yuan from his father's friend Song Huda, and started the road of independent entrepreneurship.
On June 27, 2023, the IPO of Shengwei Electromechanical was accepted, and on July 20, the Shanghai Stock Exchange issued the first round of inquiries, asking 15 questions about the compliance of its shareholders' capital contributions, financial standardization, and the reasons and reasonableness of the proposed fund-raising supplement after large dividends. While waiting for a response, the SSE suspended its IPO process due to the expiration of its financial information. With the disclosure of the reply letter, the IPO process of Shengwei Electromechanical is back on track.
In this IPO, Shengwei Electromechanical plans to raise 9800 million yuan, of which 2400 million yuan was used to replenish the flow, and before the declaration of IPO, Shengwei Electromechanical carried out a large dividend, and more than 7 components of the dividend flowed into the hands of the actual controller, and some of them were used to purchase wealth management products.
After issuance, it shall not be less than 25 of the total share capital of the company01% calculation, the IPO is calculated as the listing valuation of Shengwei Electromechanical is 391.8 billion yuan, which is December 12, 2022It is about 3 times the valuation of 8 billion yuan.
1. Mother and son join forces to start a companyFather's friend helped 1 million
In May 2007, Yu Shengwu, who had been in the company for 4 years, decided to start a business, and a month later he and his mother Huang Zili and his son joined forces to establish Shengwei Co., Ltd. with a registered capital of 1 million yuan. However, due to the lack of start-up capital in the early stage of entrepreneurship and the family's savings, his father Yu Guozhong found a good friend Song Huda, and Yu Shengwu borrowed 1 million yuan from Song Huda to make capital contributions, and registered 90% of the equity of Shengwei Co., Ltd. in the name of Song Huda as a guarantee for repayment.
At the beginning of its establishment, Shengwei Co., Ltd. was held by Song Huda and Huang Zili respectively, and as Shengwei Co., Ltd.'s business operation was on the right track, in order to facilitate operation and management and considering Yu Shengwu's ability to repay the loan, in March 2009, Song Hu transferred the capital contribution of 900,000 yuan held by Shengwei Co., Ltd. to Yu Shengwu free of charge to realize the restoration of the holding.
Although they controlled all the shares of the company, the mother and son did not immediately return the 1 million yuan loan, and from September 2009 to June 2010, Yu Shengwu successively returned Song Huda's 1 million yuan loan and settled the debt. Subsequently, Yu Shengwu and Huang Zili increased the capital of Shengwei Co., Ltd., and the registered capital of Shengwei Co., Ltd. reached 8 million yuan in 2020, and Yu Shengwu and Huang Zili held shares respectively.
In response to the repayment of loans, equity holding and dissolution, the exchange has questioned the compliance of its shareholders' capital contributions during inquiries, and traced evidence such as relevant funds** and capital flows. Shengwei Electromechanical said that the funds provided by Song Huda were accumulated from business, and the consideration for equity restoration and transfer was 0 yuan, and Yu Shengwu's repayment was the accumulated income from Shengwei Electromechanical's operation, and there were no disputes or potential disputes.
According to the prospectus, during the period from March 2009 to 2020, Shengwei Co., Ltd. has been jointly held by Yu Shengwu and Huang Zili, and in March 2020, Huang Zili transferred his 6.4 million yuan of Shengwei Co., Ltd.'s capital contribution, corresponding to 80% of the shares, to Yu Shengwu with a total of 6.4 million yuan of capital contribution, and the limited control of Shengwei returned to Yu Shengwu's hands again.
Second, valuations have skyrocketedYu Shengwu curve cashed out 84 million yuan
In 2022, in May, Weiyi Enterprise Management subscribed for the new registered capital of Shengwei Co., Ltd. of 21 million yuan at a price of 21 million yuan for housing buildings and land use rights, and became a holding companyIn July, the employee shareholding platform Shengteng Enterprise Management increased its capital by 322220,000 yuan, subscribed 322220,000 yuan of new registered capital;In November, Weiyi Enterprise Management Co., Ltd. 193The capital contribution of 330,000 yuan will be transferred to the employee stock ownership platform Jiacheng Enterprise Management with the capital contribution of 1 yuanHowever, this part of the shares did not flow directly into the hands of employees, but was granted to the incentive object through the transfer of partnership shares in the later stage, and Yu Shengwu completed the cash-out of more than 20 million yuan.
Leju Finance's "Pre-IPO" noted that Shengteng Enterprise Management has a total of 21 partners, and in December 2022, the shares of 19 incentive recipients such as Yang Ming will be 10 per partnership share71 yuan of ** from Yu Shengwu, a total cost of 1216440,000 yuan;In addition, Shengwei Limited with 3972 yuan The registered capital is fair value, and 3295 is confirmedThe share-based payment expenses of 240,000 yuan will be amortized within 60 months, and the total expenses recognized by equity-settled share-based payments from January to June 2022 and 2023 will be 54920,000 yuan, 329520,000 yuan.
Jiacheng Enterprise Management has 3 partners, and in April 2023, Geng Wanqing will be 882 yuan of ** from Yu Shengwu's hands, costing 8.4 million yuan, confirmed the share payment of 2943$600,000, amortized over 60 months, and the total amount of expenses recognized in equity-settled share-based payments in the first half of 2023 was 147180,000 yuan.
In addition, in December 2022, Weiyi Enterprise Management will also hold 161110,000 yuan to 3972 yuan of the capital contribution, a total of 64 million yuan was transferred to Wei Xiaohu, an external financial investor. The investment of external capital has made the overall valuation of Shengwei Co., Ltd. from 34.5 billion yuan soared to 128 billion yuan.
Wei Xiaohu is a listed company on the Science and Technology Innovation Board, Guosheng Zhike (688558SH), founded Jiangsu Ronghan Private Equity Management *** engaged in equity investment business, and the enterprises under its control are not customers and merchants of the issuer during the reporting period, and are independent three parties. Weiyi Enterprise Management is wholly owned by Yu Shengwu and Cheng Ting, in other words, Yu Shengwu cashed out 64 million yuan through Weiyi Enterprise Management.
Third, the first major customer raided the shares2Capital increase of 9.7 billion yuan
In addition to the above-mentioned capital increase and transfer, in December 2022, that is, after Shengwei Co., Ltd. was changed to shares as a whole, Shengwei Electromechanical ushered in the largest capital increase before the IPO.
In December 2022, Farah Electronics, Zhu Xiang, Huichuang Juxin, Ma Haiyan, Small and Medium-sized Enterprises**, Guangdong Manufacturing**, Binchuang No. 1, Nuoyuan No. 1, Daixinshe, Tao Lei, Shenzhen Venture Capital, and Liu Siguang were 2667 yuan of **, a total of 296.5 million yuan to subscribe to Shengwei Electromechanical 1111880,000 yuan of new registered capital, post-investment valuation unchanged.
Among them, Farah Electronics (600563SH) has the closest relationship with Shengwei Electromechanical. In 2013, Shengwei Electromechanical and Farah Electronics established a business cooperation relationship, and during the reporting period, they were Shengwei Electromechanical.
V. I.
1. The largest customer, from 2020 to 2022, will have a sales amount of 229260,000 yuan, 5254930,000 yuan, 8486720,000 yuan, accounting for the proportion. 23%。
It can be seen from the data changes that in the year before Farah Electronics took a stake in Shengwei Electromechanical, the transaction volume between the two parties soared, and increased year-on-year in 2021 and 2022, respectively. 05%。For reference, in 2020, the transaction volume of Shengwei Electromechanical from the largest customer was 1285260,000 yuan, accounting for 2343%。
With 71.5 million yuan to subscribe to Shengwei Electromechanical 268After a registered capital of 12.5 million yuan, Farah Electronics ranks as the fifth largest shareholder and the largest external shareholder, with a shareholding ratio of 454%。In the first half of 2023, the sales amount will be 3722090,000 yuan, accounting for 26 percent of revenue79%。
The surprise purchase of shares by large customers has also attracted the attention of the Shenzhen Stock Exchange. In the letter of inquiry, the Shenzhen Stock Exchange requested to explain the reasons and reasonableness of the continuous growth of Farah Electronics' sales revenue during the reporting period, and whether there was a significant dependence on Farah Electronics. In addition, the exchange also requires an explanation of the background of the natural person shareholder's shareholding, the reason for the shareholding within one year before the declaration, whether there is a nominee holding arrangement, etc.
Shengwei replied that the natural person shareholders are all financial investors, and there is no situation of holding shares for others. Zhu Xiang is a personal financial investor, and has invested in Jiaocheng Ultrasound (688392SH), Jianghai shares (002484SH), LUCKY Technology (002965SZ), Yangdian Technology (301012SZ) and many other listed companies, Jianghai Co., Ltd. will be the top ten customers of Shengwei Electromechanical in 2021 and 2022.
Ma Haiyan has invested in listed companies such as Yangdian Technology;He has worked in companies such as Huawei, Emerson, Megmit, and Macro Micro Technology, and has served as an independent director of Shouhang New Energy, Cowell and other companiesTao Lei serves as the chairman and general manager of Jiangsu Jiuzhi Environmental Science and Technology Services, Jiangsu Zhibai Investment Management, etcLiu Siguang is a personal financial investor, controlling Suzhou Touyan Incubation Management, Suzhou Touyan Science and Technology Park Management and other companies. These people and the enterprises under their control did not belong to the customers and merchants of Shengwei Electromechanical during the reporting period.
Fourth, the actual controller accounts for more than 21 million yuan in three yearsFancy borrowing funds to avoid regulatory attention
When submitting the table, Yu Shengwu directly held Shengwei Electromechanical 1814% of the shares, Huang Zili holds 202%, Weiyi Enterprise Management, Shengteng Enterprise Management, and Jiacheng Enterprise Management are enterprises controlled by Yu Shengwu, Cheng Ting, and Huang Zili, and hold shares respectively. 87%, 3 people as the actual controller, a total of 7713% of the voting shares.
The actual controller has a high proportion of shareholdings, which is prone to a situation of "one word", which brings internal control problems such as financial irregularities. For example, during the reporting period, Shengwei Electromechanical collected and paid on behalf of the employee Zhu Xueqin and Huang Jie, a relative of the actual controller, with an amount of 243 in 2020 and 2021, respectively770,000 yuan, 269670,000 yuan, Zhu Xueqin's bank flow shows that there are more than 130 yuan of unticketed expenses. In addition, the actual controllers Yu Shengwu and Huang Zili also have the situation of in vitro disbursement expenses, and the actual controller Huang Zili has capital flows with ** merchants and customers.
At the same time, Shengwei Electromechanical also has a situation of bill change, and the amount involved in 2020 and 2021 is 528 respectively390,000 yuan, 1265800,000 yuan.
Leju Finance's "Pre-trial IPO" noticed that from 2020 to 2022, the actual controller took out 810 funds from Shengwei Electromechanical490,000 yuan, 1288340,000 yuan, 10300,000 yuan, a total of 2109 yuan occupied in three years130,000 yuan.
In addition to bank transfers, cash and off-the-books income directly into the pockets of the actual controller, the actual controller also borrowed funds from the company through Huo Quanzhen, Wu Wenhu, Huang Jie, Huang Jiankun and other natural persons and Quankai Electromechanical, Zhonglou District Yonghong Zhichengda Information Consulting Service Department, Mitsui Mingyue, Yaocuo Trading and other companies.
The natural persons involved in the circulation are mainly the close relatives of the actual controller, the old employees who have worked in the company for many years and their immediate family members, and the legal persons involved in the circulation are also enterprises controlled by the above-mentioned natural persons.
Among them, only Yaokai Trading and Shengwei Electromechanical have actual purchase and sales business, and the purchase amount of Shengwei Electromechanical from Yaokai Trading during the reporting period was 680,000 yuan, 00,000 yuan, 1920,000 yuan and 00,000 yuan, the procurement content mainly includes electronic raw materials and hardware such as tie binding posts and screwdriversIn addition, Shengwei Electromechanical and Shengchengda, Quankai Electromechanical and Mitsui Mingyue did not have actual purchase and sale business.
As for why it chose such a complicated borrowing method, Shengwei Electromechanical said frankly in the reply letter: on the one hand, in order to avoid the tax burden caused by large cash dividends to natural person shareholders;On the other hand, in order to avoid the adverse impact of the issuer's direct appropriation of funds by the actual controller of the issuer, and based on the consideration that the frequent inflow and outflow of large amounts of funds from the same object may be focused on, the funds are occupied through multiple natural persons and legal persons as channels. In short, the target of frequent borrowing by the actual controller is too large, which is easy to attract regulatory attention.
During the reporting period, the three actual controllers occupied a total of 2109 funds130,000 yuan, this money went to **?It was disclosed that 730 of them440,000 yuan for the purchase of wealth management, 469970,000 yuan for personal consumption, 351810,000 yuan for the repayment of the previous loan, 230820,000 yuan for the company's expenses, 69790,000 yuan lent to a friend, and the remaining 256290,000 yuan has not been used for the time being.
5. Use the dividends to solve the problem of the actual controller's capital occupationAfter the large amount of dividends, the fundraising replenishment raises questions
On the eve of the IPO, Shengwei Electromechanical generously dividends, most of which flowed into the pockets of the actual controller, and raised funds to supplement liquidity after listing.
According to the prospectus, in 2022, Shengwei Electromechanical will pay a cash dividend of 50 million yuan, according to the total shareholding ratio of the three people is 7187% calculated, the actual controller directly took 359350,000 yuan. The IPO plans to raise 98 billion yuan, of which 2400 million yuan to supplement liquidity.
As for the reason for the large dividends, Shengwei Electromechanical said frankly that it was to solve the problem of the actual controller occupying funds. As of the end of 2021, the shareholders and actual controllers Weiyi Enterprise Management, Yu Wu, Huang Zili and Cheng Ting owed 1,722 yuan to the company's capital occupation370,000 yuan. In order to solve the problem of capital occupation by controlling shareholders and actual controllers, dividends will be distributed to all shareholders in 2022.
According to the disclosure, the actual controller will pay off the principal and interest of the borrowed funds in July 2022, and there will be no new occupation.
As for the flow of funds, the balance of 50 million yuan in dividends after deducting relevant taxes and fees is 4724140,000 yuan, deducting the balance of funds occupied by the controlling shareholder and actual controller is 1587After 560,000 yuan, the actual dividends totaled 3136580,000 yuan, mainly used to purchase wealth management products.
For the generous dividends after the fund-raising "blood" question, Shengwei Electromechanical explained that the proposed use of raised funds to supplement the amount of liquidity 2400 million yuan, accounting for 24 percent of the total funds raised48%, no more than 30%, this replenishment is mainly to meet the needs of the company's future business development and the need for working capital gap, as well as to enhance the issuer's ability to resist risks and continue operations.
Sixth, the product structure is singlePerformance depends on the demand of the new energy market
Shengwei Electromechanical is mainly engaged in the research and development, production and sales of film capacitor manufacturing equipment, and is one of the key equipment for manufacturing capacitor cores, the core components of film capacitors.
As an electronic component, film capacitors are widely used in new energy vehicles, photovoltaic and wind power generation, home appliance lighting, industrial control, power transmission, medical, military, rail transit and other fields. The customer's demand for equipment depends on the expansion plan of the respective production line, which in turn is affected by the demand of the downstream market.
Shengwei Electromechanical's customer base covers Panasonic, Kemet, Nichicon, TDK, Zhiyue Motor and other internationally renowned enterprises, as well as BYD (002594SZ), Farah Electronics, Jianghai Co., Ltd., Wang Zi New Materials (002735SZ), Aihua Group (603989SH), Tongfeng Electronics (600237SH), Yingfeng Electronics and other well-known domestic enterprises.
At present, the products that have achieved revenue are mainly film capacitor winding machines and metal film coating machines, and another product developed is capacitor film slitting machine, which is currently in the customer verification stage.
The main revenue of Shengwei Electromechanical is the sales revenue of film capacitor manufacturing equipment, and from 2020 to June 2023, the operating income will be 5484570,000 yuan, 18.7 billion yuan, 29 billion yuan, 13.9 billion yuan, almost all of which came from the contribution of the main business. The net profit attributable to the parent company was 477290,000 yuan, 5629690,000 yuan, 9212560,000 yuan, 4101080,000 yuan, showing a rapid growth trend in the past three years.
During the reporting period, its main business income was 5480070,000 yuan, 18.6 billion yuan, 29 billion yuan, 13.9 billion yuan, with a compound growth rate of 130 from 2020 to 202204%, showing a good growth trend.
In the main business, the sales of film capacitor winding machine accounts for about 95%, which is the main source of the company's revenue, and the metal film coating machine will only begin to generate revenue in 2023, and one will be sold in the first half of the year, with an income of 328550,000 yuan, accounting for less than 3%.
In terms of products, Shengwei Electromechanical has a certain dependence on film capacitor winding machine, and in terms of industries, Shengwei Electromechanical's performance growth is mainly due to the development dividend of the new energy automobile industry, photovoltaic and DC transmission industries. During the reporting period, the revenue of Shengwei Electromechanical products from the new energy field winder products was 2407120,000 yuan, 12.2 billion yuan, 22.9 billion yuan, 11.7 billion yuan, accounting for the proportion of main business income respectively. 15%, and climbing.
In particular, the sales volume of MX type machines used in the manufacture of film capacitors in the electric drive system of new energy vehicles increased from 17 units in 2020 to 220 units in 2022. 22%, showing a year-on-year upward trend, and significantly higher than the average of comparable companies in the same industry, was questioned by the exchange as a rationality.
Shengwei Electromechanical said that it has been listed with its peers Pioneer Intelligence (300450SZ), Xin Yichang (688383SH), Tanaka Seiki (300461SZ), Dongwei Technology (688700SH), the company's business layout is more segmented, the product technology content is higher, and the long-term cooperation with domestic and foreign high-quality customers is an important guarantee for it to maintain a high gross profit margin.
According to QY Research data, the market ranking of Shengwei electromechanical film capacitor winding machine in 2021 and 2022 ranked third in the global industry and first in the domestic industry, and in the first half of 2023, the gross profit margin of overseas direct sales of MX machines was 6816% compared to 53 in the territory55%, which is about 15 percentage points higher.
Shengwei Electromechanical said frankly, at this stage of the company's product structure is single, if the main product market demand in the short term has a large adverse change, the company has not been able to further expand the industry application field and product line, or the new energy industry due to the reduction of industry policy dividends or overcapacity resulting in a decline in demand, will have an adverse impact on profitability, there may be a decline in product quality, the risk of a decline in gross profit margin.
From the overall market point of view, Shengwei Electromechanical in the film capacitor manufacturing equipment domestic market share is relatively high and the income is mainly domestic sales, if the main competitors of Japan, South Korea Koryo Machinery and other overseas manufacturers, continue to increase global capital investment and business layout, Shengwei Electromechanical will also face the risk of intensified competition, lose a certain bargaining space.
Taking the gross profit margin in 2022 as an example, if the average sales unit price of the company's winder decreases by 5%, the gross profit margin will decrease by 268%, net profit will fall by 1319%。In 2022, its domestic market share will be 3917% for example, the domestic market share will fall by 5 percentage points, and the operating income and net profit will fall by 1121%。
Attached: List of intermediaries for the listing and issuance of Shengwei ElectromechanicalSponsor: Haitong ** shares *** lead underwriter: Haitong ** shares *** Issuer lawyer: Jiangsu Century Tongren Law Firm Auditor institution: Lixin Certified Public Accountants (special general partnership) Appraisal agency: Tianjin Zhonglian Asset Appraisal Co., Ltd.