Recently, Nabaichuan New Energy Co., Ltd. (hereinafter referred to as "Nabaichuan") updated its prospectus (declaration draft) and replied to the first round of inquiries of the Shenzhen Stock Exchange. According to Bedo Finance, Nabaichuan submitted a prospectus in September 2023 to be listed on the Growth Enterprise Market of the Shenzhen Stock Exchange.
In this sprint listing, Nabaichuan plans to raise 829 million yuan, which will be used for the annual output of 3.6 million sets of water-cooled plate production project (phase I) of Nabaichuan (Chuzhou) New Energy Technology Co., Ltd., the expansion project of Taishun production base of Nabaichuan (Taishun) New Energy Co., Ltd., and the replenishment of working capital, with Zheshang Securities as its sponsor.
Tianyancha App shows that Nabaichuan was established in October 2007 and was formerly known as Nabaichuan Holdings Co., Ltd. At present, the registered capital of the company is 83.7522 million yuan, the legal representative is Chen Rongxian, and the shareholders include Chen Rongxian, Zhang Chuanjian, Wenzhou Nabaichuan Commercial Management Co., Ltd., etc.
According to the prospectus, Nabaichuan is engaged in the research and development, production and sales of new energy vehicle power battery thermal management, fuel vehicle power system thermal management and energy storage battery thermal management related products, the main products include battery liquid cold plate, battery integrated box, fuel vehicle engine radiator, heater heater, etc.
Nabaichuan said in the prospectus that the company is a solution provider with different application scenarios such as mobile thermal management (passenger cars, operating vehicles), stationary thermal management (energy storage, mobile power supply), and special thermal management (air traffic, construction machinery, ships).
According to Nabaichuan, the company has been cooperating with CATL for a long time, and in 2022, it exclusively signed a strategic cooperation agreement with CATL in the field of battery liquid cold plates. According to the earlier prospectus, the company's products are supplied to Tesla, Weilai Automobile, Xiaopeng Motors, Li Auto, Nezha Auto, Leapmotor, Geely Automobile and other car brands.
In the latest prospectus, Nabaichuan changed the word "Tesla" to "T Company". At present, Tesla has disappeared from the prospectus. Bedo Finance learned that Nabaichuan mentioned "Tesla" a total of 12 times in the previous prospectus, and said that it has successively developed battery liquid cold plate products suitable for Tesla Model 3, Model Y and other models.
In terms of thermal management products for fuel vehicles, Nabaichuan's radiator products supply leading automotive thermal management parts such as Valeo, MAHLE, and NISSENS, as well as large automotive aftermarket spare parts suppliers such as NRF, AAP, US Motor Works, etc., and has established a stable sales system.
In terms of energy storage thermal management system, Nabaichuan has become a supplier of new energy power equipment manufacturers such as CATL, China Innovation Airlines, and Sungrow. At present, it has three production bases in Wenzhou, Zhejiang, Ma'anshan, Anhui and Chuzhou, Anhui, with a production site of nearly 180,000 square meters.
According to the prospectus, Nabaichuan launched the power battery thermal management system product project in 2011, cooperated with CATL from 2012 to 2015 to jointly develop, established and maintained a strategic cooperative relationship since 2015, and signed a strategic cooperation agreement with CATL in the field of battery liquid cold plate in 2022.
In 2015, Nabaichuan's battery liquid cold plate products were verified by actual vehicle applications, and in 2016, SAIC Volkswagen's first new energy vehicle in China was installed. In the same year, it became the main supplier of the first power battery thermal management system for new energy vehicles in China for many domestic OEMs, and completed the business conversion from fuel vehicle thermal management products to new energy vehicle battery thermal management products.
In 2021, 2022 and 2023, Nabaichuan's revenue will be 520 million yuan, 1.031 billion yuan and 1.136 billion yuan respectively, the net profit will be 48.292 million yuan, 113 million yuan and 98.2549 million yuan respectively, and the net profit after deducting non-profits will be 38.3034 million yuan, 111 million yuan and 89.2578 million yuan respectively.
By product type, Nabaichuan's revenue mainly comes from battery liquid cold plates and thermal management components for fuel vehicles. During the reporting period, the company's battery liquid cold plate revenue was 349 million yuan, 804 million yuan and 950 million yuan respectively, accounting for 69.36%, 79.79% and 85.34% of the main business income respectively, which was the company's main source of income.
In terms of application fields, Nabaichuan's revenue is mainly contributed by the power battery field. During the reporting period, the company's revenue from the power battery field was 358 million yuan, 807 million yuan and 859 million yuan respectively, accounting for 71.26%, 80.07% and 77.12% of its main business income respectively.
Nabaichuan said in the prospectus that the company's core technology-related products are battery liquid cold plates, engine radiators, heater heaters and battery boxes. During the reporting period, the revenue generated by the company's core technology products was 488 million yuan, 968 million yuan and 1.100 billion yuan respectively, accounting for 93.84%, 93.88% and 96.83% respectively.
During the reporting period, CATL has been the largest customer of Nabaichuan. In addition to direct sales to CATL, the company's main customers are battery box manufacturers such as Ningde Kaili, Ningde Juneng and Zhejiang Minsheng, which purchase battery liquid cold plates from the company and assemble them with the battery box, and finally sell them to CATL.
During the reporting period, the operating income of Nabaichuan's direct sales and indirect supply of products to CATL through battery box factories and other accessories manufacturers accounted for 50.33%, 53.73% and 48.94% respectively, accounting for a relatively high proportion. From this point of view, the company has a significant dependence on CATL.
Nabaichuan said in the prospectus that this situation is mainly due to the current concentration of the power battery industry, and CATL ranks first in the world all year round, with a high market share. In recent years, CATL's main business has maintained a good development trend, which has promoted the rapid growth of the company's production and sales scale.
According to Bedo Finance, the Shenzhen Stock Exchange has raised a total of 16 types of questions about Nabaichuan, involving industry and technology, GEM positioning, historical evolution and shareholders, internal control, share-based payment, related parties and related party transactions, fund-raising projects, customers and revenue, supplier qualifications and procurement concentration.
Regarding the industry and technology, Nabaichuan is required to explain the correspondence between the quantity of its products and the power batteries of terminal automobiles, the reasons for the difference between the value of the battery liquid cold plate and the unit price of the company's products, and whether the product is positioned at the lower end or only one of the battery liquid cold plate components.
Regarding the positioning of the GEM, Nabaichuan is required to explain the company's participation in product design and the work undertaken in the process of R&D and mass production of new models and new products, and explain its core competitive advantages in combination with the technical difficulties and core processes in the process of R&D to mass production of major products such as liquid cold plates.
List the name, source and application of the invention patent in the core technology and main products, and the specific circumstances of the invention patent obtained by succession, including the counterparty of the subsequent acquisition, the transfer price and pricing basis, the time and background of the succession acquisition, whether the parties to the transaction are related, and whether there are disputes or potential disputes.
Explain the R&D investment direction of Nabaichuan according to the type or direction of R&D projects, the status of completed R&D projects, R&D achievements and transformation during the reporting period, the expenses and implementation progress of the research projects during the reporting period, the relationship between the current main business or main products, and whether it has the ability to continue to innovate.
Regarding the fund-raising project, explain whether the water-cooled plate and the liquid cold-cold plate are synonyms, if so, please express them in a unified manner, the capacity conversion and quantity correspondence between the liquid cold plate and the battery box, the calculation process, basis and rationality of the capital demand of the fund-raising project, and whether the fixed asset efficiency of the fund-raising project conforms to the characteristics of the industry.
Combined with the production plan and orders in hand of the new fixed-point projects during the reporting period and after the period, it explains the customer's existing production capacity arrangement and new capacity allocation plan, whether there is enough market space for the new production capacity after the fund-raising project reaches production, and whether there is a risk of idle equipment and overcapacity in the production site.
According to the prospectus, Nabaichuan had labor arbitration matters with shareholder Daniel Zhang. Daniel Zhang applied to the Ma'anshan Yushan District Labor and Personnel Dispute Arbitration Commission for labor arbitration, demanding that the issuer pay compensation for the termination of the labor contract, pay wages, and issue a resignation certificate to him. Daniel Zhang did not attend the shareholders' meeting of the issuance and listing, and did not actively cooperate with the listing of Nabaichuan.
In this regard, Na Baichuan was asked to explain the background and latest progress of the labor arbitration matter with Daniel Zhang, the work undertaken and the role played by Daniel Zhang during the reporting period, whether Daniel Zhang's absence from the company could lead to the loss of customers or cause other material adverse effects, and whether Na Baichuan and the actual controller had other undisclosed interest arrangements with Daniel Zhang.
Among them, Daniel Zhang had requested that Ma'anshan Nabaichuan be ordered to pay 375389 yuan in compensation for illegal termination of the labor contract, 116,127.87 yuan in arrears of wages, issue a resignation certificate and bear the arbitration costs. In November 2023, Daniel Zhang filed a lawsuit with the Yushan District People's Court in Ma'anshan City, Anhui Province.
In the end, after mediation by the Yushan District People's Court of Ma'anshan City, Anhui Province, Daniel Zhang was allowed to withdraw the lawsuit against Nabaichuan and Nabaichuan in Ma'anshan. At the beginning of 2024, the two parties formally signed a settlement agreement, and Daniel Zhang cooperated with Nabaichuan to complete the bank flow transfer, investigation form, and letter of commitment issuance.
Before this listing, Chen Rongxian directly held 24.96% of the shares, and Chen Chaopeng directly held 5.18% of the shares. At the same time, Chen Rongxian and Zhang Liqin indirectly hold 13.21% of the shares through Nabaichuan Commercial Management, 12.12% through Nabaichuan Technology, and Chen Rongxian indirectly holds 0.11% of the shares through Xinao Technology.
Chen Rongxian, Zhang Liqin, Chen Chaopengyu, Zhang Chuanjian, and Chen Rongbo have signed the "Concerted Action Agreement", Chen Rongxian and Zhang Liqin are husband and wife, and Chen Chaopeng Yu is the son of Chen Rongxian and Zhang Liqin. Therefore, Chen Rongxian, Zhang Liqin and Chen Chaopeng hold a total of 55.58% of the shares of Nabaichuan and are the actual controllers of the company.
At present, Chen Rongxian is the chairman and general manager of Nabaichuan, and Chen Chaopeng is the director and secretary of the board of directors of the company.