As a supplier of parts and components for many leading home appliances, the second IPO sprint of Anhui Wanlang Magnetic Plastic Co., Ltd. (hereinafter referred to as Wanlang Magnetic Plastic) has reached a key node.
According to the CSRC's arrangement, Wanlang Magnetics' main board IPO will be reviewed by the Review Committee on December 9.
Wanlang magnetic plastics focusing on the plastic parts of refrigerators, the main products are refrigerator door seals, backed by midea (000333. SZ), Haier (600690. SH) and other large customers, its performance growth is very stable, the main revenue increased from 790 million yuan in 2018 to exceed 1 billion yuan mark in 2020, while the net profit attributable to the mother also rose from 0.65 billion yuan to 133 million yuan in the same period.
Behind the remarkable performance, the IPO declaration of Wanlang Magnetic Plastic also has many potential doubts.
For example, there may be an intriguing and secret connection between Wanlang Magnetic Plastics and the company founded by its former employees, while the price of the shares invested by many venture capital institutions in Wanlang Magnetic Plastics has been high and then low, and the sponsoring institution Guoyuan Securities (000728. SZ) private equity subsidiary Anyuan Fund and its multiple employees of the low-priced shares of whether suspected profit transmission, these factors may bring uncertainty to the IPO of Wanlang Magnetic Plastics.
This is not the first time that Wanlang Magnetic Plastics has filed a main board IPO.
As early as May 2017, Wanlang Magnetic Plastic submitted materials to the CSRC for listing on the main board, but due to related party transaction problems, inter-industry competition and other issues, it was rejected in the review of the meeting in June of the following year.
However, Wanlang Magnetic Plastics did not give up the dream of listing, and on April 22, 2021, it once again submitted an application for listing on the main board.
As a refrigerator door seal manufacturer integrating R&D, production, processing and sales in the field of plastic parts, Wanlang Magnetic Plastic mainly provides products and entrusted processing services for refrigerator manufacturers such as Midea and Haier.
Refrigerator door seals are the main source of revenue, according to the prospectus, the revenue of refrigerator door seals from 2018 to 2020 is 515 million yuan, 602 million yuan and 711 million yuan, accounting for 67.1%, 64.33% and 59.85% of the current revenue, respectively.
Its performance has improved significantly from the time of the previous IPO filing.
From 2018 to 2020, the revenue of Wanlang Magnetic Plastics was 790 million yuan, 967 million yuan and 1.215 billion yuan respectively, and the net profit attributable to the mother in the same period was 0.65 billion yuan, 0.92 billion yuan and 133 million yuan, of which the revenue and net profit attributable to the mother in 2020 compared with the previous declaration in 2016 have increased by 64.63% and 118.03% respectively. This is partly due to the support of major customers, including Midea.
For example, in the previous declaration, the cumulative revenue from midea, the largest customer, for a three-year reporting period, was 493 million yuan; in this declaration, midea's revenue contributed to Wanlang Magneto from 2018 to 2020 was 195 million yuan, 239 million yuan and 360 million yuan, respectively, with a cumulative total of 794 million yuan.
In the supply of Midea's refrigerator door seals, Wanlang Magnetic Plastic has occupied an important position.
From 2018 to 2020, the proportion of refrigerator door seals supplied by Wanlang Magnetic Plastics to the total (domestic) demand in the United States was 70.39%, 69.11% and 69.4%, respectively.
The dependence on Midea has also put some pressure on the finances of Wanlang Magnetic Plastics, and Midea's accounts receivable have surged from 0.21 billion yuan in 2018 to 135 million yuan in 2020.
The dependence on Midea's large customer has also become the focus of attention of regulators, and in the inquiries of the two filings, the regulators directly requested the disclosure of the reasons for the large increase in demand for issuers in midea.
"Issuers are requested to analyze the changes in their major customers, especially the reasons for the rapid growth in sales revenue to midea groups." Regulators point out.
Backed by the united states and other home appliance industry leaders, Wanlang Magnetic Plastics, which is not worried about the development of performance, is also "particularly generous" when dealing with companies started by former employees.
After former employee Zhi Anmin left Wanlang Magnetic Plastics in 2015, he independently established Hefei Shengbang, whose main business includes the manufacture and sales of household appliances and accessories such as evaporators and condensers.
According to the prospectus, from 2018 to 2020, the purchase amount of Wanlang Magnetic Plastic to Hefei Shengbang was 0.3 billion yuan, 0.33 billion yuan and 0.28 billion yuan respectively, accounting for 100%, 98.42% and 90.9% of Hefei Shengbang's current business income, which means that hefei Shengbang's operations are almost entirely dependent on Wanlang Magnetic Plastics.
However, behind the tens of millions of purchases, the relationship between Wanlang Magnetic Plastics and Hefei Shengbang is more than as simple as "former employees leaving their jobs to start a business".
According to Tianyan, the contact telephone number of Hefei Shengbang is the same as that of Hefei Shengyue Intelligent Technology Co., Ltd. and Hefei Ruitou Electric Appliance Co., Ltd. (hereinafter referred to as Hefei Ruitou).
Founded in 2009, Hefei Ruitou is actually another supplier of Wanlang Magnetic Plastics, according to the prospectus of the last IPO declaration, Wanlang Magnetic Plastics purchased 0.14 billion yuan of blister sheets and other raw materials from Hefei Ruitou in 2014.
Not only that, Shao Yanni, the current account manager of Wanlang Magnetic Plastics, had previously served as a supervisor of Hefei Ruitou.
However, after the departure of Zhi Anmin, he invested in Hefei Ruitou in 2016, and Shao Yanni also resigned from the position of Hefei Ruitou, and in July 2018, just one month after the last round of IPO rejection, Hefei Ruitou announced its cancellation and disappeared in the prospectus of Wanlang Magneto.
What kind of relationship exists between Hefei Ruitou, Hefei Shengbang and Wanlang Magnetic Plastics may need to be further answered.
In fact, as to whether Hefei Shengbang is a related party of Wanlang Magnetic Plastic, the CSRC has questioned in the inquiry letter.
"The issuer is requested to explain whether Hefei Shengbang is a related party of the issuer, whether there are other undisclosed circumstances that may lead to inter-industry competition or related party transactions, and whether there are circumstances in which the issuer is shared by non-related parties." Regulators point out.
Wanlang Magnetic Plastics clearly stated in the prospectus that the former employee-controlled subcontractors had no relationship with them and the relationship of interest transmission, at the same time, Wanlang Magnetic Plastics listed Hefei Shengbang as other stakeholders.
In addition, in order to solve the problem of competition in the same industry raised by the previous IPO Review committee, Wang Yiyou, the spouse of the actual controller of Wanlang Magnetic Plastics, transferred the equity of Hefei Great Wall Refrigeration Technology Co., Ltd. (hereinafter referred to as "Great Wall Refrigeration") controlled by Wanlang Magnetic Plastics and has a similar business to Wanlang Magnetic Plastics.
According to Tianyan, Wang Yiyou's withdrawal from Great Wall Refrigeration was in May 2020, and he transferred his equity to Shanghai Fushen Cooler Co., Ltd. (hereinafter referred to as Fushen Refrigeration), and the legal representative of Great Wall Refrigeration was changed to Miao Xiumei.
It is worth noting that this is not the first time that Fushen Cold Machine has touched Wang Yiyou's former assets.
After Wang Yiyou withdrew from Hefei Taitong Refrigeration Technology Co., Ltd. (hereinafter referred to as Taitong Refrigeration) in 2017, after a round of transfer of shares in Taitong Refrigeration, it was also transferred by Fushen Refrigeration in May 2020, that is, at the same time as the equity transfer of Great Wall Refrigeration, and the current person in charge of Taitong Refrigeration is also Miao Xiumei.
So, whether Wang Yiyou's withdrawal from Taitong Refrigeration in 2017 is real, and why the assets that he sold a few years ago were transferred by the same entity at the same time as the Great Wall Refrigeration sold in 2020 to solve the competition in the same industry, the prospectus does not seem to have found the answer.
In the previous capital increases and share expansions of Wanlang Magnetic Plastics, there have been inconsistencies in the exit prices of institutional shareholdings in the same period.
According to the prospectus, the corresponding price of Soochow Venture Capital was 22 yuan / registered capital when it entered the shares in April 2011, and the corresponding price was 29.04 yuan / registered capital when Soochow Venture Capital withdrew from Wanlang Magneto in October 2015.
Anyuan Fund and 4 employees, who joined the shares only two months later, participated in the capital increase of Wanlang Magnetic Plastics with a registered capital of 18.76 yuan / registered capital.
This situation has also attracted the attention of regulators.
"The issuer is requested to elaborate on the reasons for the capital increase and exit of Soochow Venture Capital in 2011 and 2015, whether there is an agreement on the actual debt of Ming Shares, and the reasons for the large difference between the exit price of Soochow Venture Capital in October 2015 and the second capital increase price of Wanlang Limited in December 2015." Regulators point out.
In this regard, Wanlang Magnetic Plastic explained in the prospectus that the investment price of Soochow Venture Capital was negotiated based on the 10 times PE valuation of 500 million yuan of the forecast net profit of 0.5 billion yuan in 2011, and the exit price was based on its original investment amount and annualized rate of return; and the main reason why the investment price of Anyuan Fund was lower than that of Soochow Venture Capital was that the forecast net profit was lowered from 0.5 billion yuan to 0.45 billion yuan.
In addition, the managers of Anyuan Fund, Liu Zhen, Zhou Lihua, Zhang Fabao and Liang Ming, also participated in the capital increase at the same price in 2015, of which Liu Zhen and Zhou Lihua held 0.1122% of the shares, and Zhang Fabao and Liang Ming held 0.0107%.
The TradeWinds (ID: TradeWind01) survey found that some of the natural persons who have invested in the above-mentioned shares hold important positions in the Anyuan Fund.
Among them, Liu Zhen is the chairman and general manager of Anyuan Fund, and Zhou Lihua had just transferred from the investment banking department of Guoyuan Securities to Anyuan Fund when he joined the shares in 2015 and served as its deputy general manager.
Unlike Liu Zhen, Zhou Lihua and Liang Ming, who had obtained fund qualifications a few years ago, the fund qualification certificate of Zhang Fabao, an employee who participated in the shareholding, was only obtained in 2020, and whether he was "unqualified" to carry out business in Anyuan Fund in 2015, or whether there was another hidden situation, it is still unknown.
In the two IPOs of Wanlang Magnetic Plastics, Guoyuan Securities, the parent company of Anyuan Fund, acted as its sponsoring agency, which may also bring challenges to the independence of Guoyuan Securities, perhaps because the association between Wanlang Magnetic Plastics and Guoyuan Securities is not only to sponsor direct investment.
Although the shareholding ratio of Anyuan Fund and its four natural persons is only 5.07%, Zhou Lihua, deputy general manager of Anyuan Fund, serves as a director in the 9 director seats of Wanlang Magnetic Plastics, and Ma Zhongjun, executive director and general manager of Shenzhen Yifengcheng Asset Management Co., Ltd., who is also an investor of Wanlang Magnetic Plastics, also holds a director position in Wanlang Magnetic Plastics.
It is worth noting that Ma Zhongjun's other identity is the former investment director of the Shenyang sales department of Guoyuan Securities, who is currently serving as a supervisor of Huangshan Tomita Seiko Intelligent Manufacturing Co., Ltd., another proposed IPO company invested by Anyuan Fund.
In fact, similar issues have been concerned by the IPO meeting of Wanlang Magnetic Plastics at the time of the last round of IPO meetings.
"Please explain to the representative of the issuer whether there is a situation of profit transmission in the decision-making process of Anyuan Fund investing in the issuer." The sponsor representative is requested to issue a clear verification opinion on the above matters and whether Guoyuan Securities is the actual controller of Anyuan Fund, whether the relevant investment affects the independence of the sponsoring institution, and whether it complies with the relevant regulatory policies of the securities company's direct investment business or private fund business. Regulators pointed out.
In this regard, Wanlang Magnetic Plastic explained in the prospectus that the sponsoring institution indirectly holds the issuer's shares through the Anyuan Fund, the shareholding ratio is low, and it does not have a significant impact on the company, and clearly states that the employees of The Anyuan Fund and its manager have performed the corresponding decision-making procedures for the issuer to invest in the shares, and the sponsoring institution does not have the situation that the above-mentioned related parties' shareholdings affect its independent and impartial sponsorship business.
At this meeting, whether wanlang magnetoplastics will leave new questions to its breakthrough and review committee is waiting for the test of the market.
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