January 8, 2024Changzhou Telma Technology Co., Ltd. *** hereinafter referred to as "".Telma"In JiangsuSecurities and Futures AuthorityCarry out counseling registration for the record, and the counseling institution is CITIC**.
It is worth noting thatTelmaThe previous GEM IPO was accepted by the Shenzhen Stock Exchange on 31 December 2021. In December 2022, the company voluntarily withdrew after replying to the second round of inquiry lettersListing Applications.
According to the latest counseling filing report disclosure,The reason for the withdrawal is that the company does not meet the provisions on the scale and growth rate of operating income in the Interim Provisions on the Application and Recommendation of the Issuance and Listing of Enterprises on the Growth Enterprise Market of the Shenzhen ** Stock Exchange (Revised in 2022).
Telma's main business is the research and development, production and sales of welding and cutting equipment parts, and the main products are welding and cutting guns and parts
According to the prospectus,The technical level and sales scale of the company's products are in a leading position in China, with Lincoln Electric of the United States, SKS Welding of Germany, and Associated Equipment Co. of the United States, CK Worldwide, Eston, Shanghai Port Machinery, China Shipbuilding and other well-known enterprises at home and abroad have established good business cooperation relations.
Controlling shareholder and actual controller
The controlling shareholder of the company is Xu Guoqiang, directly holding the company 5792% of the shares. The actual controllers of the Company are Xu Guoqiang and his persons acting in concert, including Xu Guoqiang, Shi Jianwei, Xu Yuhua and Chang Ling, among othersXu Guoqiang and Chang Ling are husband and wife, Shi Jianwei and Xu Yuhua are husband and wife, and Xu Guoqiang and Xu Yuhua are sisters and brothers。Shi Jianwei, Xu Yuhua and Chang Ling directly hold the company respectively. 00% and 266% of the shares. At the same time, Xu Guoqiang and Shi Jianwei are the general partners and executive partners of Changzhou Depp, and control the company through Changzhou Depp680% of the shares. The above four persons control 100% of the company's shares in aggregate, both directly and indirectly.
Key financial data and financial indicators
Specific listing criteria for company selection:The net profit in the last two years is positive, and the cumulative net profit is not less than RMB50 million.
The use of funds raised from the previous IPO
On December 30, 2022, the Shenzhen Stock Exchange officially issued the Interim Provisions on the Application and Recommendation of Issuance and Listing of GEM Enterprises (Revised in 2022) (hereinafter referred to as the "Interim Provisions"). The Interim Provisions set specific measurement indicators that meet the actual needs of accurately grasping the positioning of the GEM in terms of the compound growth rate of R&D investment, the amount of R&D investment, and the compound growth rate of operating income。At the same time, for enterprises that meet certain conditions, some indicators such as the compound growth rate of operating income are exempted from application to meet the actual needs of different types of enterprises. According to the Interim Provisions, the applicant must meet one of the following three criteria in order to meet the requirements of the Growth Enterprise Market for growth-oriented innovative and entrepreneurial enterprises:One isThe compound growth rate of R&D investment in the last three years shall not be less than 15%, the amount of R&D investment in the last year shall not be less than 10 million yuan, and the compound growth rate of operating income in the last three years shall not be less than 20%; The second isThe cumulative R&D investment in the last three years is not less than 50 million yuan, and the compound growth rate of operating income in the last three years is not less than 20%; The third isIt belongs to the field of modern industrial system such as manufacturing optimization and upgrading, modern service industry or digital economy, and the compound growth rate of operating income in the past three years is not less than 30%. However, if the amount of operating income in the most recent yearreached 300 million yuanor red-chip enterprises that have been listed overseas on the Growth Enterprise Market (GEM) in accordance with the Several Opinions on Carrying out the Pilot Program of Domestic Issuance of ** or Depositary Receipts by Innovative Enterprises and other relevant rules, shall not be subject to the compound growth rate requirement of operating income as provided for in the preceding paragraph. According to the previous IPO prospectus, from 2019 to 2021, Telma's operating income was 200 million yuan and 20.2 billion and 26.3 billion yuan,There is no year of revenue scale of 300 million yuan;The net profit attributable to the parent company after deducting non-profits was 4,652880,000 yuan, 4,717160,000 yuan, 5,819780,000 yuan.
It has been calculated that the company is the mostThe compound growth rate of operating income in the past three years was 1476%, well below the 20% requirement。This means that both in terms of revenue scale and revenue growth, the company has not yet met the quantitative index requirements of GEM positioning. In terms of R&D investment, from 2019 to 2021, Telma's R&D expenses were 611040,000 yuan, 660580,000 yuan, 919710,000 yuan. Although Telma has been in the last three yearsThe compound growth rate of R&D investment was 2268%, meet the requirement of not less than 15%; But itsR&D investment in the last year is less than 10 million yuan, and the last three years have been accumulatedIf the total amount is less than 50 million yuan, it does not meet the requirements of R&D investment indicators
It is worth noting that the latest counseling filing report disclosed that the reason for the withdrawal of Telma's previous IPO was that the company did not meet the provisions on the scale and growth rate of operating income in the "Interim Provisions on the Application and Recommendation of the Issuance and Listing of Enterprises on the Growth Enterprise Market of the Shenzhen ** Exchange (Revised in 2022)". However,The Interim Provisions were issued on December 30, 2022, while Telma submitted an application for withdrawal of listing application documents on December 28, and the Shenzhen Stock Exchange disclosed its decision to terminate the IPO listing review of Telma ChiNext on December 29In other words, two days before the release of the official document, Telma had applied for the withdrawal of the listing application in advance according to the circulating plate positioning index standards
According to Shang Pujun's statistics,As of January 9, 2024, since the implementation of the Interim Provisions, 101 enterprises have voluntarily withdrawn from the GEM, of which:There were 6 companies whose operating income did not meet the standard, and 10 companies whose R&D investment did not meet the standard, most of the enterprises concentrated in the month of withdrawal
So, are the provisions of the Interim Provisions on operating income and R&D investment a hard indicator for applying for an IPO on the GEM?
According to the Interim Provisions, the Shenzhen Stock Exchange supports and encourages growth-oriented innovative and entrepreneurial enterprises that meet one of the criteria of the new regulations to apply for issuance and listing on the GEM. Used by the Shenzhen Stock ExchangeSupportwith"Encourage".There is no mandatory requirement for qualified enterprises to declare, which is also very good at the level of regulatory art. On the one hand, some enterprises that do not meet the specific measurement indicators of the positioning of the GEM have voluntarily withdrawn and terminated their issuance and listing; On the other hand, it also lays the foundation for the subsequent review of enterprises that do not meet the specific measurement indicators of the GEM positioning (for example, **Health, which was listed on March 1, 2023, and **Brain, which was listed on May 5, 2023, do not meet the requirements of specific measurement indicators).
According to Shang Pujun's statistics,As of January 9, 2024, a total of 112 companies have been listed on the GEM since the issuance of the Interim Provisions. Among them, there are only 2 companies that do not meet the specific measurement indicators of the GEM positioning, accounting for 179%。
There are 85 companies that clearly state in the prospectus that the company meets the requirements of the relevant indicators of the GEM positioning, accounting for 7589%。
Such as:
There are 25 companies that are not clearly stated in the prospectus but meet the requirements of relevant indicators, accounting for 2232%。
The breakdown of the 112 listed companies is as follows:
It is worth noting that the ** health and ** brain departments that do not meet the specific measurement indicators of the GEM positioning have their particularities.
**Health has been registered and effective on October 9, 2022, that is, it has obtained the listing ticket before the issuance of the Interim Provisions, but it will not be officially listed until March 1, 2023.
**The Department of Brain also submitted its registration as early as December 31, 2021, and the registration did not take effect until March 10, 2023.
Therefore, if the IPO enterprise does not meet the quantitative indicators of the GEM positioning, it should not consider applying for the GEM.
A year after the failure of the previous IPO, Telma changed brokers and resumed its listing journey.
According to the official website of the China Securities Regulatory Commission on January 8, 2024TelmaIt has been registered with the Jiangsu Securities Regulatory Bureau. On January 4, 2024, the company signed a mentoring agreement with CITIC**, with the club as Fong's and the law firm as Guoco (Shanghai).