On February 19, 2024, Ningbo Boling Electric Co., Ltd. applied for the withdrawal of the issuance and listing application documents, and the Shenzhen Stock Exchange decided to terminate the review of its initial public offering** and listing on the GEM.
Ningbo Boling Electric Co., Ltd. *** Boling Electric").It is mainly engaged in the research and development, design, production and sales of small kitchen appliances, including food processing and blenders, frying machines, coffee machines, air fryers and ovens and other small kitchen appliances.
The company mainly sells exports, and its sales customers are mainly world-renowned small household appliance brands, and its own brand business is still in its infancy, mainly through online channels。During the reporting period, the company's products are divided into revenue according to sales area and the proportion of main business income are as follows:
The company mainly provides R&D, design and manufacturing capabilities for internationally renowned small household appliance brands such as Capital Brands, Philips, SEB, Conair, Princess House, Hamilton Beach, BSH (Bosch), etc., and is the core supplier of Capital Brands food processors, mixers and other small household appliance brand products. During the reporting period, the company's sales to the top five customers are as follows:
During the reporting period, the company's sales revenue to its largest customer, Capital Brands, accounted for the proportions of operating income. 62% and 5170%。Capital Brands is a subsidiary of De'Longhi, and its NutriBullet and Magic Bullet are well-known blender series brands in the United States, Australia, New Zealand, the United Kingdom and other markets. On August 10, 2022, the parties entered into a new cooperation agreement for a period of one year, with an agreement stipulating that unless either party terminates the agreement by giving the other party a written notice of termination 4 months prior to expiration, the agreement shall be automatically extended annually to the subsequent year
According to the prospectus, from 2019 to 2021, the company's main products, food grinders and mixers, accounted for the total export of similar products in China. 34% and 511%, and exports to the United States accounted for the proportion of similar products exported from China to the United States. 78% and 1318%,From 2017 to 2019, the export value ranked fourth among China's export enterprises of similar products and first in Zhejiang Province for three consecutive years。In 2020, China's top ten mixing export enterprises ranked second. In the 13th Five-Year Plan, China's top ten small kitchen appliances export enterprises ranked fifthControlling shareholder and actual controller
The controlling shareholder of the company is Yuan Qi, and the actual controller is Yuan Haizhong and Yuan Qi's father and daughter. The controlling shareholder, Yuan Qi, directly holds 6111% of the shares, and indirectly controls the company through his role as the executive partner of Boyu Meilun 667% stake; His father, Yuan Haizhong, directly owns the company 2496% of the shares, and indirectly controls the company by serving as the executive partner of Haiyu Jiuling 387% shares; The two jointly control the company, both directly and indirectly.9660% stake. Key financial data and financial indicators
The specific listing criteria selected by the issuer: The net profit in the last two years is positive, and the cumulative net profit is not less than 50 million yuan. Use of Proceeds
The number of shares to be issued to the public does not exceed 40.8 million shares, accounting for no less than 10% of the total share capital after the issuance, and it is expected to raise 300 million yuan
The main questions raised by the Listing Committee meeting1.The issuer mainly focuses on the ODM OEM business of small kitchen appliances, and during the reporting period, the issuer's sales revenue to its largest customer, Capital Brands, accounted for a relatively high proportion. The exclusivity** agreement for traditional products signed between the issuer and Capital Brands expired on 31 December 2021.
Please explain to the issuer:(1) the reasons for the non-renewal of the exclusive** agreement for traditional products signed between the issuer and Capital Brands, the signing of the new agreement, and whether there is a risk that the issuer's performance will change significantly; and (2) whether the issuer's high concentration of customers is different from that of companies in the same industry, and whether its reliance on capital brands has a material adverse effect on the issuer's ability to continue as a going concern. Ask the sponsor for a clear opinion. 2.During the reporting period, the gross profit margin of the issuer's food processing and mixer products was low and had a downward trend year by year. The issuer's products are mainly exported. From January to March 2022, the operating income of food processing and blenders decreased significantly year-on-year. Please issuers:(1) Explain the reasons for the decline in the gross profit margin of food processing and mixers year by year, whether there is a risk of continuous decline in gross profit margin and countermeasures;
2) Based on the impact of the epidemic, Sino-US frictions, customer development, and the operating conditions from January to September 2022, analyze whether the relevant revenue will continue to decline, whether the issuer's ability to continue to operate will be materially adversely affected, and whether the relevant risks will be fully disclosed. Ask the sponsor for a clear opinion.
1.About GEM positioningPlease issuers(1) Combined with factors such as the development trend of the kitchen appliance industry, the latest international political and economic situation, the impact of the new crown epidemic, fluctuations in raw materials, freight transportation, exchange rate fluctuations, orders in hand and implementation progress, etc., quantitatively analyze the impact on the growth of the company's performance, further explain whether the issuer's performance will change significantly and fully indicate the risks;
2) Combined with the company's core competitiveness, the specific content of the core technology, the competitiveness and advantages and disadvantages of the ODM-based business model, the ownership of the intellectual property rights of ODM products and the comparison with the market competitiveness of companies in the same industry, etc., to further explain the innovation and advancement of the company's core technology and main products, and whether the issuer is in line with the positioning of the GEM. Ask the sponsor for a clear opinion. 2.About operating income
According to the response to the audit inquiry: (1) The issuer's net profit attributable to owners of the parent company in 2021 after deducting non-recurring gains and losses was 7,79371, down 3043%;
2) The issuer's operating income from January to June 2022 decreased by 2203%, while net profit increased significantly by 8168%。Please issuers
1) Further explain the reasons for the decline in profit in 2021 and operating income from January to June 2022, fully demonstrate and prudently analyze whether the operating performance will continue to decline for a long period of time, whether the impact of the relevant adverse factors will be aggravated or gradually eliminated, and whether it will have a material adverse impact on the issuer's ability to continue to operate, and provide risk warnings; (2) Analyze whether the relevant revenue growth is sustainable based on the downstream market space and demand change trends, competitive landscape, customer development, etc., and further analyze whether the issuer has the risk of market contraction or intensified competition, ** and gross profit margin decline;
3) Explain the impact of exchange rate changes on the issuer's revenue and profit in the reporting period. Ask the sponsor and reporting accountant to give a clear opinion.
3.About major customersThe review inquiry response shows:
1) Capital Brands, the issuer's largest customer, generated US$325 million in sales revenue from all products in 2020 and US$250 million in 2021; (2) the issuer's share of capital brands' supply is approximately 95%;
3) The Issuer's Traditional Product Exclusivity** Agreement with Capital Brands expired on 31 December 2021 and is not being renewed. Please issuers
1) Explain the impact of Capital Brands' revenue decline in 2021 on the issuer, and whether there is a sustained downward trend; (2) Explain Capital Brands' selection strategy for ** merchants, the issuer's current supply share to Capital Brands, and whether Capital Brands will increase ** merchants in the future, resulting in a significant decline in the issuer's performance, and make a major risk warning;
3) further analysis of the stability of the issuer's cooperation with Capital Brands, and whether the issuer has a significant dependence on Capital Brands; and (4) supplemental disclosure of the reasons why the issuer and Capital Brands will not renew the exclusivity** agreement for traditional products and the impact on the issuer.
Ask the sponsor and reporting accountant to give a clear opinion.