Only one week after the listing of Han's CNC, Han's Laser has been planning to spin off another subsidiary of its subsidiary for listing. Behind the eager listing of Han's Optoelectronics may be related to a "VAM agreement", after Han's Laser promised in the agreement to increase capital and share expansion that if it could not be listed at the end of 2026, it would repurchase the shares held by investors. In the list of this war pitch, the recognition of Hillhouse Yurun is undoubtedly a bright color, but a closer look found that behind Hillhouse Yurun is the Ningde era as an LP.
The A-share layout of the large family is still continuing.
On March 9, Han's Laser announced that it intends to spin off its holding subsidiary, Han's Optoelectronics, to be listed on the ChiNext board of the Shenzhen Stock Exchange.
The reason why Han's Laser has "A split A" again may be related to a "VAM agreement". In the capital increase and share expansion of Han's Optoelectronics in February, Han's Laser promised that if it could not achieve a qualified listing or liquidation of the target company before December 31, 2026, the capital increase party had the right to require it to repurchase all or part of the shares of the target company held by the investor.
Among the participating strategic investors, Hillhouse Yurun and CITIC Securities Investment ranked first and second respectively. It is worth noting that the investor behind Hillhouse Yurun is the Ningde era.
Signing a "VAM Agreement" with ZhanTou, Hillhouse Yurun is behind the Ningde era
Han's Laser wants to "send" a son into A shares.
On March 9, Han's Laser announced that it intends to spin off its holding subsidiary, Han's Optoelectronics, to the Gem For listing on the Growth Enterprise Market. For the "A split A" behavior again, Han's Laser said that it will help to further broaden financing channels, improve the overall financing efficiency of the company, and enhance the company's comprehensive strength.
Source: See exactly app
In fact, Han's Optoelectronics intends to be listed in February.
On February 22, Han's Laser threw out a subsidiary capital increase announcement. The announcement disclosed that Han's Optoelectronics will implement an employee stock ownership plan with a total investment of no more than 141 million yuan.
At the same time, Han's Optoelectronics has also introduced five strategic investors through capital increase and share expansion, including Hillhouse Yurun, Gaoxin Investment Venture, Gaoxin Investment Zhiyuan, Xiaohe Venture, and CITIC Securities Investment. The shareholding price is 9.86 yuan per share, and the total amount of capital increase does not exceed 141 million yuan. The respective investment amounts of the above five war investors were 64.1026 million yuan, 26.6272 million yuan, 9.4675 million yuan, 2.3669 million yuan and 38.4615 million yuan, respectively.
After the completion of the above-mentioned capital increase, Hillhouse Yurun, Gaoxin Investment, Gaoxin Investment Zhiyuan, Xiaohe Entrepreneurship and China Securities Investment hold 5%, 2.08%, 0.74%, 0.18% and 3% of the shares of Han's Optoelectronics.
The shareholding ratio of Han's Laser to Han's Optoelectronics has dropped from the previous 76% to 59.28%.
From the perspective of the capital increase, Hillhouse Yurun and CITIC Securities were introduced. Among them, CITIC Securities is the sponsor of Han's CNC.
Behind Hillhouse Yurun, there is a figure of the Ningde era. In July 2021, CATL participated in the investment of Hillhouse Yurun Fund as an LP, and its capital contribution was 300 million yuan at that time. The fund mainly focuses on cutting-edge technology, chips, semiconductors and other hard technology fields.
Tianyan's investigation shows that the shareholding ratio of Hillhouse Yurun in Ningde Times is 21.3%, and the shareholding ratio of Ruiyuan Capital and Boshi Capital is 28.1% and 24.9% respectively.
It is worth noting that this is not the first time that the Ningde era intersected with han's laser. As early as August 2018, Han's Laser won the bid for the NINGDE times order twice, with a total of 546 million yuan. In June 2021, Han's Laser also received an order of 1 billion yuan from the Ningde era.
Interestingly, Hillhouse and CITIC Securities Investment have left a "back hand" in participating in the strategic investment of Han's Optoelectronics this time.
What is more conspicuous in the announcement of han's capital increase is that a special shareholder rights clause has appeared. The agreement shows that Han's Optoelectronics must achieve a qualified listing before December 31, 2026, otherwise the capital increase party has the right to require Han's Laser to repurchase all or part of the shares of the target company held by the investor, and the repurchase amount is the principal amount of the investment payment.
It is not difficult to explain why Han's Laser started the listing of another subsidiary non-stop after only one week of listing on Han's CNC.
Valuations soared 13-fold in one year
What is the charm of Han's Optoelectronics, which is valued by Hillhouse and CITIC Securities Investment?
Han's Optoelectronics was established in 2012 with a registered capital of 50 million yuan. According to the data, Han's Optoelectronics is mainly engaged in the research and development, production and sales of semiconductor and pan-semiconductor packaging and testing equipment, and the main products are wire bonding machines, solid crystal machines, spectroscopic machines and taping machines.
Among them, the wire bonding machine is in a very important position, mainly used in the internal lead welding of high-power LEDs, integrated circuits, special semiconductors and other devices, responsible for the chip from the fab inside to connect to the outside lead frame, the process of electrical connection.
From the perspective of equity structure, Han's Laser directly holds 59.28% of the shares of Han's Optoelectronics, and Gao Yunfeng indirectly controls Han's Optoelectronics through Han's Laser and is the actual controller of Han's Optoelectronics. After the completion of the spin-off, the shareholding structure of Han's Laser will not change, and it will still maintain control over Han's Optoelectronics.
Perhaps backed by Han's laser, Han's optoelectronics has been established for less than 10 years and its development speed is extremely fierce.
According to Gaogong LED Network, in the LED wire bonding equipment market, han's optoelectronics has been three points from the imported machines ASM and KNS In addition, its number of machines in the LED and IC market has exceeded 10,000 units. In 2015, the only domestic wire bonding machine providers were KNS, ASM, ESEC, and Kaijo, which basically monopolized the domestic gold wire machine market.
However, although its market share is high, its performance fluctuates greatly. The data shows that from 2018 to 2020, the net profit of Han's Optoelectronics was 22.7468 million yuan, 13.5597 million yuan and 2.8752 million yuan, respectively.
For the future of Han's Optoelectronics, some insiders said that "the current LED industry is oversupplied, due to overcapacity leading to a significant downward trend in product prices, these unfavorable factors make the development of enterprises in the LED industry chain face great challenges." At the same time, due to the uncertainty of the global epidemic, high costs and unstable demand will lead to a continued slowdown in the growth of the industry. ”
Citi's research report also confirms that industry growth is slowing. On February 17 this year, Citi released a research report maintaining asm Pacific's "buy" rating, with the target price reduced from HK$130 to HK$123 to reflect the decline in demand for old equipment such as wire bonders.
Unlike its declining performance year after year, the valuation of Han's Optoelectronics soared 13 times in one year.
In 2021, Han's Laser implemented equity incentives for Han's Optoelectronics, and its valuation was only 78 million yuan at that time. In the capital increase announcement in February this year, its valuation has reached 1 billion yuan, an increase of 12 times in less than a year.
Image source: Announcement
After the valuation of 78 million, there is also a follow-up agreement, stipulating that the company's net profit will be entitled to equity incentives after reaching a net profit of 1000/2000/4000 million in the three years from 2021 to 2023.
The actual controller Gao Yunfeng became the biggest winner behind it
Send two sons into A in a row, and Gao Yunfeng, the actual controller of Han's Laser, may become the big winner behind it.
Founded in 2002, the first sub-group CNC of successfully entering A is the research and development, production and sales of PCB full-process special equipment, including mechanical processing, laser processing, laser direct imaging, affixing and automation, and quality inspection.
According to the prospectus, Han's Laser is the controlling shareholder of Han's CNC, directly holding 84.731% of the latter's shares, Gao Yunfeng directly holds 9.03% of the shares of Han's Laser, and indirectly holds 15.17% of the shares of Han's Laser through Han's Holdings, which is the actual controller of Han's CNC.
As the PCB industry enters the fast lane of development, the performance of Han's CNC has also grown steadily, according to the prospectus it previously released: from 2019 to the third quarter of 2021, Han's CNC's revenue was 1.323 billion yuan, 2.210 billion yuan and 2.867 billion yuan, respectively; the net profit attributable to the mother was 228 million yuan, 304 million yuan and 451 million yuan, respectively. In the past three years, the proportion of revenue to the parent company's revenue was 14%, 18.5% and 24%, and the proportion of net profit attributable to the parent company to Han's Laser was 35.6%, 31% and 30% respectively.
However, the performance of Han's CNC in the secondary market is not satisfactory. On the first day of listing, Han's CNC broke through the straight line after the opening, and once fell by more than 15% during the session. The closing price of the day was 66.16 yuan / share, a decline of 13.58%, when its market value was 27.79 billion. Since then, the stock price has been sluggish, and since its listing, the stock price has fallen by more than 25%, and the total market value is currently 24.230 billion.
The revenue and net profit of the protagonist Han's Optoelectronics to be listed this time are not high as described above, so it accounts for a small proportion of the performance of the parent company Han's Laser, according to the announcement, the net profit of Han's Laser in the 2020 annual consolidated statement of Han's Optoelectronics accounts for 0.29% of the net profit attributable to the parent company.
If Han's Optoelectronics successfully lands in the A-share market, it means that the number of listed companies in A-shares, Gao Yunfeng, the actual controller, has increased to 3, and the biggest beneficiary is obviously the actual controller Gao Yunfeng.
Although Han's Laser said that the spin-off subsidiary is conducive to consolidating the core competitiveness of Han's Optoelectronics and deepening the layout of the semiconductor and pan-semiconductor packaging and testing industries.
However, industry insiders said: "The situation of excessive splitting of the company will damage the sustainable development ability of the parent listed company, and even lead to the shelling of the parent company's business." ”