China Shanghai Network has learned that the Listing Review Committee of the Shanghai Stock Exchange is scheduled to hold the second review meeting of the Listing Review Committee in 2024 on January 12, 2024, at which time it will review the initial offering of Zhejiang Shenghuabo Electric Appliance Co., Ltd. (hereinafter referred to as "Shenghuabo").
It is reported that Shenghuabo's main business is the research and development, production and sales of automotive wiper assemblies, seat motors and other auto parts, and the company's main products are wiper assemblies and seat motors. Wiper assembly products include front wiper assembly and rear wiper assembly. The company's seat motor products are mainly divided into horizontal motors, angle adjustment motors, front elevation motors and rear elevation motors. In addition to wiper assemblies and seat motors, the company's products also include glass regulators, pedal motors, scrubbers, wiper accessories and other auto parts products, and its products are mainly used in the vehicle supporting market.
The three brothers, Wang Shangsheng, Wang Shanghua and Wang Shaobo, the actual controllers of Shenghuabo, directly and indirectly controlled 100% of the company's shares before the issuance. The three brothers can have a significant impact on the company's shareholders' meeting, board of directors, development strategy, production and operation decisions, profit distribution, personnel arrangements and other major matters.
According to the financial data of the prospectus, from January to June 2020, 2021, 2022 and 2023 (hereinafter referred to as the "reporting period"), Shenghuabo's operating income was 192,807150,000 yuan, 250,845610,000 yuan, 319,359010,000 yuan, 174,822750,000 yuan; Net profit attributable to owners of the parent company before and after deducting non-recurring gains and losses for the same period was 16,393760,000 yuan, 18,302550,000 yuan, 35,992110,000 yuan, 21,514970,000 yuan.
After checking the relevant information, it was found that Shenghuabo had the following problems, the fund-raising replenishment far exceeded the regulatory line, and the listing may be "circle money"; The purchase amount is not matched, and the authenticity is doubtful; The subsidiary was heavily fined for work safety accidents, and was sued by employees for work-related injury compensation and recognition.
According to the prospectus, Shenghuabo intends to raise 90,206 funds this time200,000 yuan, after deducting the issuance costs, the raised funds will be used for the company's annual output of 4.5 million sets of wiper expansion projects, annual output of 15 million seat motor expansion projects, automotive wiper assembly key parts intelligent transformation projects, and replenishment of working capital. Of this, the amount used to replenish liquidity is 50,000000,000 yuan, accounting for 55 percent of the total amount raised43%。
It should be pointed out that, according to the Q&A on Issuance Supervision - Regulatory Requirements for Guiding and Regulating the Financing Behavior of Listed Companies revised and issued by the China Securities Regulatory Commission on February 14, 2020, in order to regulate and guide listed companies to focus on their main business, rational financing, reasonably determine the scale of financing, improve the efficiency of the use of raised funds, and prevent the use of raised funds for financial investment in disguise, the refinancing review shall be grasped according to the following requirements: listed companies should comprehensively consider the existing monetary funds, asset-liability structure, business scale and change trends, For future liquidity needs, reasonably determine the scale of the raised funds to supplement liquidity and repay debts. If the funds are raised through allotment of shares, issuance of preferred shares or non-public issuance of the target of the board of directors, all the funds raised can be used to supplement liquidity and repay debts. If funds are raised through other means, the proportion used to supplement liquidity and repay debts shall not exceed 30% of the total amount of funds raised; For enterprises with the characteristics of light assets and high R&D investment, the rationality of replenishing working capital and repaying debts exceeds the above proportion, should be fully demonstrated.
According to the prospectus, as of the end of June 2023, the company's total assets were 370,018820,000 yuan. During the reporting period, the company's R&D expenses amounted to 10,588050,000 yuan, 12,086960,000 yuan, 14,336580,000 yuan and 7,179190,000 yuan, accounting for the proportion of operating income in the same period. 49% and 411%。It can be seen that Shenghuabo is not an asset-light enterprise with high R&D investment. In other words, the proportion of the amount of funds raised by Shenghuabo to supplement liquidity in the total amount of funds raised has exceeded the upper limit of the regulatory requirement of 30% stipulated by the CSRC.
It should also be noted that during the reporting period, Shenghuabo also paid two cash dividends, with a dividend of 16,475 in 2020000000 yuan, 2021 annual dividend of 2,000000,000 yuan, with a cumulative dividend of 18,475 in two years000,000 yuan, there is no doubt that almost all of the above-mentioned large cash dividends have gone into the hands of Wang Shangsheng, Wang Shanghua and Wang Shaobo. In this way, Shenghuabo is paying large dividends on the one hand, and on the other hand, it is raising large amounts of funds to supplement liquidity, which inevitably makes people wonder whether Shenghuabo is suspected of "circle money" in this listing.
Wang Shaobo, one of the actual controllers of Wenzhou Exxon Automobile Electric Appliance *** hereinafter referred to as "Exon"), holds 85% of the shares and serves as the executive director, Ji Xiaoping, Wang Shaobo's spouse, holds 15% of the shares, and Wang Kai, the son of Wang Shaobo, is the manager of the enterprise, which is a related party of the company. During the reporting period, the company not only sold semi-finished wiper products and accessories to Exxon, but also purchased glass regulators and other products from Exxon.
According to the prospectus "Procurement of the top five raw material suppliers during the reporting period", in 2020, Aksun was also the company's second largest raw material supplier, with a corresponding purchase amount of 5,395350,000 yuan.
According to the prospectus "Recurring Related Party Transactions", in 2020, the company purchased 1,684 glass regulators from Exxon920,000 yuan. In addition, the prospectus "recurring related party transactions" also shows that in 2020, the company has no other related party purchases to Exxon except for the purchase of glass regulators, so the company's related party procurement amount to Exson in 2020 disclosed in the "regular related party transactions" of the Shenghuabo prospectus is much lower than the procurement amount disclosed in the prospectus "Procurement of the top five raw material ** merchants during the reporting period".
In addition, during the reporting period, Shenghuabo subsidiaries were continuously punished by relevant departments due to safety issues.
On July 7, 2022, Chuzhou Boda, a subsidiary of Shenghuabo, had a safety production accident due to failure to conscientiously perform the statutory main responsibility for production safety and other reasons, and the Chuzhou Emergency Management Bureau issued the "(Chu) Emergency Penalty [2022] No. 6-5" "Administrative Penalty Decision" on September 7, 2022, imposing an administrative penalty of a fine of 700,000 yuan (700,000 yuan) on Chuzhou Boda.
On September 19, 2022, the Chuzhou Municipal Emergency Management Bureau did not implement necessary explosion-proof measures such as ventilation and hydrogen detection in the storage of aluminum chips and metals in Chuzhou Boda (1), and the lighting was not explosion-proof; (2) There are no measures such as explosion venting in the shot blasting dust collector; (3) Prevent ignition measures such as sanding of aluminum parts without spark detection and elimination, and issue the "(Chu) Emergency Penalty [2022] Jian No. 2 No. 3" "Administrative Penalty Decision", and impose a fine of RMB 4600,000 yuan.
In addition, during the reporting period, Shenghuabo employees had disputes over work-related injury compensation and work-related injury determination and took Shenghuabo to court, including 26 disputes over work-related injury compensation, 2 disputes over work-related injury determination, and one dispute over the identification of occupational diseases. It can be seen that Shenghuabo has a large loophole in the safety production of the company's employees, and the safety awareness is relatively weak.