laitimes

Fuene Technology IPO: The actual controller has a strange shareholding structure and is highly dependent on mysterious customer A

author:Huiju Finance
Fuene Technology IPO: The actual controller has a strange shareholding structure and is highly dependent on mysterious customer A

In the past ten years, the fight and competition of mobile phone manufacturers have allowed domestic smartphones to be popularized on a large scale, which has to mention a new material called graphene.

Graphene is a new material composed of a single layer of carbon atoms hexagonal honeycomb lattice sheet structure, is only a carbon atom thickness of two-dimensional crystal material, because of its thermal conductivity, resistivity, material strength, light transmittance and other aspects of outstanding characteristics, known as the 21st century miraculous material.

The graphene heat conductive film is a new type of heat dissipation material with graphene as the main material, mainly used in smart phones and tablet computers, compared with artificial graphite heat dissipation film, graphene thermal conductive film has good mechanical properties, high thermal conductivity, light weight, good flexibility, thickness can be customized and other characteristics.

Due to its excellent flexibility and bending resistance, graphene thermal conductive film has great application prospects in the field of folding screen mobile phones, and has become an ideal heat dissipation material for folding screen mobile phones.

Recently, Changzhou Fuene Technology Co., Ltd. (hereinafter referred to as "Fuene Technology"), a graphene thermal conductive materials company, submitted an application for listing on the Science and Technology Innovation Board to the Shanghai Stock Exchange, which is the first time that a company with graphene as its main product has appeared among domestic companies planning to be listed.

And the head of Fuene Technology is Yan Qixu and Xiaoqin couple! Yan Qixu, born in 1962, and Xiang Xiaoqin, born in 1965, have the highest education of only high school, and the two who are technicians dare to fight, and took over the collective ownership enterprise in 1997 and transformed into today's Warwick Group.

Fuene technology is a focus on graphene heat dissipation materials research and development, production and sales of high-tech enterprises, is currently the largest domestic graphene heat conductive film supplier, the main products for graphene heat conductive film, has developed H series, P series, U series and E series and other four generations of graphene heat conductive film, the company's products are mainly used in high-end smart phones, tablet computers and other consumer electronic products, small-scale used in notebook computers, smart wearable devices, ICT equipment, aerospace, medical equipment and other fields, The company's downstream customers are mainly consumer electronics terminal brand manufacturers or supporting manufacturers.

A family of five is the actual controller

The chairman of the big thing, the mother, has the final say

In terms of equity structure, Xiang Xiaoqin and Yan Qixu each hold 12.50% of the equity of Warwick Group, the company's controlling shareholder, and the two are husband and wife. Yan Hanjing, Yan Hanlin and Yan Hanli each hold 25.00% of the equity of Warwick Group, and the three are the daughters of Xiang Xiaoqin and Yan Qixu. Xiang Xiaoqin, Yan Qixu, Yan Hanjing, Yan Hanlin and Yan Hanli hold a total of 100% of the equity of Warwick Group, and control a total of 53.82% of the equity through Warwick Group and Warwick Fuene, and are the joint actual controllers.

Fuene Technology IPO: The actual controller has a strange shareholding structure and is highly dependent on mysterious customer A

HUIJU FINANCE NOTED THAT XIANG XIAOQIN, YAN QIXU, YANHANJING (YAN HANJING), YANHANLIN (YAN HANLIN) AND YANHANLI (YAN HANLI) HAVE SIGNED THE "CONCERTED ACTION AGREEMENT", STIPULATING THAT WHEN WARWICK GROUP AND/OR HUAWEI FUENE CONSULT THE CONCERTED ACTORS BEFORE EXERCISING THE RIGHT TO PROPOSE AND VOTE AT THE SHAREHOLDERS' MEETING OF FUENE TECHNOLOGY, THE CONCERTED ACTORS WILL ACT IN UNISON, AND IF NO CONSENSUS CAN BE REACHED OR EITHER PARTY DOES NOT EXPRESS THEIR OPINIONS WITHIN THE AGREED TIME, Then the concerted actors unanimously agree to take concerted action based on Xiang Xiaoqin's opinion.

It should be mentioned that Warwick Group is restructured from a collective enterprise, formerly known as Wujin County Zou District Radio Components Factory (later renamed Wujin Zou District Radio Components Factory), established in August 1987, is a village-run collective enterprise funded by the former Zou District Town Shiqiao Village Committee. In 1997, the Shiqiao Villagers Committee of Zou District, Wujin City, transferred it to three natural persons, including Yan Qixu, Xiang Xiaoqin and Dong Haoguo, according to the assessed value of 824,700 yuan of net assets and withdrew.

A strange phenomenon is that looking closely at the equity institution, Xiang Xiaoqin and Yan Qixu hold a total of 25% of the equity of the company's controlling shareholder Warwick Group, and the three daughters are Canadian nationals who hold a total of 75% of the shares of Warwick Group, far exceeding the shareholding ratio of their parents.

Whether it is to avoid risks or to consider the equity structure set in advance based on succession consideration, we do not know!

Before the IPO, the actual controller family cashed out 125 million yuan

Huiju Finance noted that during the reporting period, Fuene Technology carried out a total of 3 equity transfers. It is worth noting that on November 13, 2020, private equity fund Qingyuan No. 8 transferred 1.000 million shares of the company to Xindi Investment at a transfer price of 9.64 yuan per share. Eight days later, on November 21, 2020, 1.000 million shares of the company held by Qingyuan No. 8 were transferred to Zhanxuan Sanyi at a transfer price of 11.70 yuan per share, and after only eight days, the equity transfer price skyrocketed by 2.06 yuan, earning 2.06 million yuan more. As of the IPO, Qingyuan No. 8 held 6.43% of the shares.

On the other hand, from November 2020 to August 12, 2022, Warwick Group carried out a series of equity transfers, cashing out a total of 125 million yuan. According to the 100% control of Warwick Group by the actual controller family, that is to say, the 125 million yuan has entered the pockets of the actual controller family.

The actual controller guaranteed 410 million yuan

It is worth mentioning that Warwick Group and Xiang Xiaoqin have large external guarantees, and the risk is high. The prospectus disclosed that the total principal amount of debts of Warwick Group, Xiang Xiaoqin and Yan Qixu to bear joint and several guarantee liabilities is 410 million yuan. Among them, the total principal amount of debt provided to other enterprises under its actual control was 386 million yuan, and the total principal of debt provided guarantee to non-affiliated third parties was 23.825 million yuan.

In addition, Yan Qixu also provided joint and several liability guarantee for the obligations under Changzhou Huarisheng Real Estate Development Co., Ltd. in the Asset Acquisition Agreement signed by Changzhou Huarisheng Real Estate Development Co., Ltd. and Changzhou New Energy Industry Investment Co., Ltd.

Tianyan investigation shows that Changzhou Huarisheng Real Estate Development Co., Ltd., guaranteed by Yan Qixu, was listed by the court as a restricted high-consumption enterprise by the court in 2021, and the company's legal representative Lu Jianxing was also listed as an associated restricted consumption object, while Lu Jianxing replaced Yan Qixu as the company's legal representative in August 2021.

Net profit surged 88% last year

On the contrary, capacity utilization has declined for two consecutive years

In terms of performance, from 2020 to 2022 (hereinafter referred to as the "Reporting Period"), the company achieved operating income of 134.7209 million yuan, 231.4767 million yuan and 262.1437 million yuan respectively, with an average annual compound growth rate of 39.49%; The net profit was 2.9605 million yuan, 21.668 million yuan and 40.8366 million yuan. Overall, the company's performance grew rapidly during the reporting period. It is worth noting that in 2020, its net profit was only 2.9605 million yuan, and in 2022, its net profit soared to 40.8366 million yuan, and the net profit increased by nearly 14 times.

Fuene Technology IPO: The actual controller has a strange shareholding structure and is highly dependent on mysterious customer A

The comprehensive gross profit margins of Fuene Technology were 23.73%, 29.98% and 37.10%, showing a year-by-year upward trend, of which the gross profit margins of graphene original film were 25.12%, 31.86% and 34.21%, respectively, showing a year-by-year upward trend, especially in 2022 and 2021 compared with 2020.

However, Fuene Technology's revenue growth began to slow down in 2022, and after the company's production capacity increased from 837,100 square meters in 2021 to 906,200 square meters in 2022, production and sales volume declined, from 805,400 square meters in 2021 to 738,400 square meters in 2022.

Fuene Technology IPO: The actual controller has a strange shareholding structure and is highly dependent on mysterious customer A

In addition, the capacity utilization rate of Fuene Technology has declined for two consecutive years. From 2020 to 2022, the capacity utilization rate of the company's graphene heat conductive film will be 107.27%, 106.02% and 85.16%, and the production and sales rates will be 88.96%, 90.75% and 95.68%, respectively.

Mystery customer A

During the reporting period, the total sales revenue of Fuye Technology to the top five customers accounted for 99.79%, 96.68% and 71.48% of the operating income, respectively, and the sales to the largest customer Lingyi Intelligent Manufacturing accounted for 59.02%, 56.44% and 21.24% respectively.

In the prospectus, Fuene Technology said that during the reporting period, the total sales revenue of the company's final products for customer A and glory terminals accounted for 98.56%, 99.19% and 99.30% of the operating income, respectively, with high customer concentration and greater dependence on end customer A and glory.

Fuene Technology frankly admits that if there are adverse changes in the company's cooperation with customers A and glory in the future, the expansion of new customers and new products is not as expected, or the market share decline caused by international trade frictions, intensified industry competition, macroeconomic fluctuations and product update iterations, etc., it will lead to adverse effects on the company's business development and performance.

Fuene Technology IPO: The actual controller has a strange shareholding structure and is highly dependent on mysterious customer A

So, who exactly is this mysterious customer A? Fuene Technology further disclosed that the company passed the qualification certification of customer A and Honor first-tier suppliers in the late 2020 and first half of 2021 respectively, and can directly provide graphene die-cut film to customer A, Honor and their supply chain enterprises, so that customer A and Honor terminals will enter the company's top five customers in 2021 and 2022. During the Reporting Period, Customer A was a related party of the issuer, and Honor Terminal was a former related party of the issuer.

As far as the cooperation with customer A, the prospectus describes that in 2015, it has begun to send samples to customer A to test graphene thermal conductive film products, and in 2018 to achieve large-scale application of graphene thermal conductive film, helping customer A launch a series of smartphones using graphene thermal solutions.

With its outstanding product strength and technological innovation ability, Customer A has maintained strong competitiveness in the domestic high-end smartphone market. According to Counterpoint Research, in the first half of 2022, Customer A's share in the domestic mid-to-high-end smartphone market exceeded 10%.

After the cancellation of the key material exclusion agreement signed by the company and customer A in January 2021, it is actively developing consumer electronics end customers such as Apple, Samsung, Lenovo, and OPPO, and the graphene thermal conductive film used in some models of Lenovo's notebook computers has been delivered in small quantities, and the graphene thermal conductive film used in some models of Lenovo's mobile phones has passed its real machine test.

During the reporting period, Fuene Technology signed four technical cooperation agreements with customer A on new graphene materials with cooperative protection clauses. The prospectus explains the application of Honor when explaining the cooperation agreement signed between these companies and customer A.

Fuene Technology did not disclose the specific name of customer A in the prospectus, but the above indications indicate that this mysterious customer A or Huawei.

Looking through the care book, Huiju Finance found that Huawei's Hubble Investment invested in Fuene Technology in its early years, and in December 2019, Hubble Investment subscribed for 11.11 million shares at a price of 63.33 million yuan, with a subscription price of 5.70 yuan per share, obtaining 10% of the shares, becoming the second largest shareholder of Fuene Technology. Tianyan inspection shows that Hubble Investment was established on April 23, 2019, which means that Hubble Investment invested in Fuene Technology eight months after its establishment.

Fuene Technology IPO: The actual controller has a strange shareholding structure and is highly dependent on mysterious customer A

Debt solvency is weak

The gearing ratio is higher than that of peers

During the reporting period, the company's current ratio was 1.63, 1.28 and 1.92; the quick ratio was 0.88, 0.75 and 1.17 respectively, and the current ratio was lower than that of peers, mainly due to the company's rapid growth period during the reporting period, the scale of production and operation continued to expand, the demand for funds was large, and the amount of short-term borrowings and accounts payable was higher.

Fuene Technology IPO: The actual controller has a strange shareholding structure and is highly dependent on mysterious customer A

In addition, during the reporting period, Fuene Technology conducted bank on-lending through suppliers and other entities in order to meet the entrusted payment requirements of the loan bank of Bank of Communications Changzhou Branch and Bank of Nanjing Changzhou Branch. In 2020, the cumulative amount of on-lending was RMB78.869 million. In addition, Fuene Technology received 5.32 million yuan of notes from Huawei Electronics due to business turnover, and there was illegal bill financing without real trading background in the process of operation.

Huiju Finance noted that the year after Hubble invested in the shares, the company's revenue increased by 73% year-on-year. In 2021, Fuene Technology's market share in the field of graphene thermal conductive film is as high as 85%, ranking first in the domestic market, so highly dependent on Huawei's Fuene Technology can finally be successfully listed, we will continue to pay attention!

Read on