The Listing Review Committee of the Shenzhen Stock Exchange is scheduled to hold the 6th review meeting of the Listing Review Committee in 2024 on February 1, 2024, at which time it will review the initial offering of Jiangsu Zerun New Energy Technology Co., Ltd. (hereinafter referred to as "Zerun New Energy").
Zerun New Energy is a high-tech enterprise focusing on the field of new energy electrical connection, protection and intelligent technology, specializing in providing integrated solutions for photovoltaic module junction box products. Since its establishment, Zerun New Energy has always kept up with the technical development route of global solar photovoltaic modules, and is committed to providing safe, reliable, efficient and intelligent photovoltaic module junction box series products for downstream industries and customers through continuous technological innovation and product research and development.
Zerun New Energy's current main products are photovoltaic module junction boxes. Depending on whether it contains a smart chip module, PV module junction boxes can be divided into universal junction boxes and smart junction boxes. The universal junction box does not contain a smart chip, and its main functions include connection and automatic protection functions; In addition to connection and automatic protection functions, the intelligent junction box can also realize refined control functions such as intelligent optimization of power generation efficiency, intelligent shutdown and intelligent monitoring of photovoltaic modules.
This IPO Zerun New Energy plans to raise 72 billion yuan, of which 30 billion yuan for the expansion project of general and intelligent junction boxes of photovoltaic modules; 1.6 billion yuan for the construction project of auxiliary power battery box for new energy vehicles; 1.1 billion yuan for the construction project of R&D center; 1.5 billion yuan to supplement liquidity.
At the end of the reporting period, the total book value of notes receivable, accounts receivable and receivables financing was 11,091890,000 yuan, 13,696010,000 yuan, 29,380580,000 yuan and 46,002230,000 yuan, accounting for the proportion of total assets at the end of each period. 21% and 5879%。
From 2020 to the first half of 2023, Zerun New Energy purchased 5,004 from the top five ** merchants740,000 yuan, 10,553730,000 yuan, 20,769090,000 yuan, 16,404240,000 yuan; The proportions of the total procurement in the current period are: 78%。The proportion is relatively high, all above 50%.
From 2020 to the first half of 2023, Zerun New Energy's sales to the top five customers were 11,133330,000 yuan, 23,757400,000 yuan, 38,383280,000 yuan, 29,261630,000 yuan; The proportions of the current operating income are as follows: 63%。The proportion is more than 70%.
One hand dividends and one hand to raise funds to replenish the flow, financial management may have loopholes
According to the prospectus, on October 25, 2021, according to the resolution of the shareholders' meeting of Zerun Industrial, Zerun Industrial distributed cash dividends of 12 million yuan to Chen Zepeng and 8 million yuan to all shareholders according to the proportion of capital contribution.
On June 18, 2022, according to the resolution of the shareholders' meeting of Zerun New Energy, Zerun New Energy distributed cash dividends of 8.38 million yuan to Chen Zepeng. On November 10, 2022, according to the resolution of the shareholders' meeting of Zerun New Energy, the company distributed cash dividends of 15 million yuan to all shareholders in proportion to their capital contributions. During the reporting period, the total dividend amount was as high as 35.38 million yuan.
This IPO Zerun New Energy plans to raise 7200 million yuan, of which 1500 million yuan to supplement liquidity, its rationality is questionable.
Zerun Industry was originally the controlling shareholder of Zerun New Energy, and the prospectus shows that on October 30, 2021, the shareholders of Zerun Co., Ltd. made a resolution to agree to the absorption and merger of Zerun New Energy to Zerun Industry, and the merger base date is September 30, 2021. After the merger, the registered capital of the company was changed to 40 million yuan, that is, the sum of the registered capital of the two parties before the merger, deducting the registered capital corresponding to Zerun Industrial's investment in Zerun Co., Ltd. Tianjian Law Firm and Yuwei Appraisal will audit and evaluate the respective financial positions of the two parties on the merger base date, and the results will be used as the basis for the financial data of the merger. On the same day, Zerun Co., Ltd. and Zerun Industrial signed the "Absorption Merger Agreement". After the completion of the merger, Zerun Industrial was cancelled in December 2021, and Zerun Limited existed.
According to the related party transaction, Zerun Industrial guaranteed a bank loan of 13.5 million yuan for Zerun New Energy in July 2021, and the maturity date of the guaranteed main debt is July 2024, while Zerun Industrial has been cancelled as early as December 2021.
During the reporting period, Zerun New Energy had a situation of capital withdrawal, of which in March 2021, Chen Jinpeng, the brother of Chen Zepeng, the actual controller of Zerun New Energy, borrowed 200,000 yuan from the company for financial management and daily consumption. Is it commercially reasonable to borrow money from an issuer for financial management?
Major customers raided the shares
During the reporting period, Zerun New Energy's sales to TCL Zhonghuan were 4029560,000 yuan, 6725050,000 yuan, 12.3 billion yuan, 7998600,000 yuan, accounting for the proportion of operating income in the same period. 31%。
In August 2022, Xiamen TCL and Tianjin Zhonghuan, TCL's affiliated investment entities, became shareholders of the company through the transfer of shares; Subsequently, in December, Tianjin Zhonghuan and its project co-investment platform Tianjin Shenghua increased their capital and became shares, and currently holds a total of 3 shares of Zerun New Energy19%。
Major customers raided into Zerun New Energy, which is easy to breed a hotbed of interests, and it is not excluded that there will be some interest collusion after the successful listing, investors should be cautious.
or omitting multiple important related parties, and the disclosure in the prospectus is inconsistent
Shanghai Raoguan Advertising*** is an enterprise in which Hua Baosheng, the father of Wang Liang, the director, chief financial officer and secretary of the board of directors, is a supervisor.
Shanghai Niantong Intelligent Technology Co., Ltd. is an enterprise where Xing Song, director of Zerun New Energy, is a director.
Beijing Ruihehui Investment Management *** is an enterprise in which Xing Song, director of Zerun New Energy, serves as a supervisor.
Shenzhen Tianying Equipment Technology Co., Ltd. is an enterprise where Xing Song, a director of Zerun New Energy, is a director.
None of the above related party prospectuses were disclosed, and Zerun New Energy seems to have omitted a number of important related parties.
Page 65 of the prospectus shows that as of the date of signing of this prospectus, there is no family relationship between the directors, supervisors, senior management and other core personnel of the company.
Chen Zepeng is the actual controller of Zerun New Energy and directly holds 413354% of the shares, indirectly holding 06764% of the shares; Chen Jinpeng is the assistant general manager of Zerun New Energy and directly holds Zerun New Energy 35490% of the shares, indirectly held through Xinrun Partnership6263% of the shares. Page 54 of the prospectus shows that the two are brothers.
The disclosure of the prospectus is inconsistent and may become the focus of regulatory attention in the future.
Labor dispatch is seriously exceeded, and there are hidden concerns in internal control management
From 2020 to 2021, the total number of employees of Zerun New Energy was 169 and 243 respectively; The number of labor dispatch workers was 135 and 104 respectively; The proportions of dispatched employees are as follows: 97%。
The Interim Provisions on Labor Dispatch issued by the Ministry of Human Resources and Social Security of the People's Republic of China (hereinafter referred to as the "Ministry of Human Resources and Social Security") on January 24, 2014 (effective as of March 1, 2014, hereinafter referred to as the "Interim Provisions") put forward normative requirements for labor dispatch employment: (1) employers can only use labor dispatch employees in temporary, auxiliary or substitute (hereinafter referred to as "three sexes") positions; (2) The number of dispatched employees used by the employer shall not exceed 10% of its total employment; (3) Labor dispatch employees and employees of the employer are entitled to equal pay for equal work, etc.
During the reporting period, Zerun New Energy used personal cards to collect money, as well as pay wages and expenses. The funds in Zerun Xinneng's personal card account are part of the waste income, and the purpose of expenditure is mainly to issue bonuses, severance compensation, transfer to the actual controller's account or company account, etc.
From 2020 to 2021, the amount of personal cards used by Zerun Xinneng was 188660,000 yuan, 190500,000 yuan; From 2020 to 2021, the payment amount of Zerun Xinneng using personal cards was 201540,000 yuan, 218450,000 yuan.
From the perspective of IPO review, the issue of personal cards has always been the focus of review, and there are not a few companies that have failed on the road to IPO due to personal card collection in the past.
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