Text/Rui Finance Sun Subo
If you want to ask who is the hottest on the Internet recently, Lei Jun and his "Xiaomi SU7" are a well-deserved answer. The listing will become the top stream, the test drive schedule will expire, the high-speed service area will attract onlookers, and the circle of friends will dominate the screen.
In fact, every press conference of Xiaomi has attracted much attention, and the head Lei Jun can always produce golden sentences that are out of the circle at the meeting. Liu Qiangdong even publicly said, "Don't compare marketing with Lei Jun, we can't compare with him." ”
In September 2019, Liu Quan, chairman of Jiangsu Yihejie Automotive Technology Co., Ltd. (hereinafter referred to as "Yihejie"), publicly stated that he was a high school alumnus of Lei Jun on the sidelines of the 4th International Conference on Hydrogen Energy and Fuel Cell Vehicles.
At that time, Yihejie had just set foot in the fuel cell industry for more than a year, and Liu Quan borrowed Lei Jun's sentence "Standing on the tuyere, pigs can fly".
Now, a few years have passed, and as of the end of October 2023, Yihejie has no batch orders in hand in the field of PHEV hybrid vehicles, and has only received orders of 317,000 yuan in the field of hydrogen energy vehicles.
At the end of June 2023, Yihejie, which is controlled by Liu Quan, with 86.26% of the shares, submitted a prospectus on the Shenzhen Growth Enterprise Market. It has been almost a year since the submission of the form, and the listing process of Yihejie is still in a round of inquiry.
With the release of the "315 New Deal" of the China Securities Regulatory Commission, Yihejie, which had paid a surprise dividend of 130 million yuan before submitting the statement, is full of uncertainties in the future listing road.
01
The actual controller holds nearly ninety percent
The surprise dividend before submitting the statement was questioned
Liu Quan, who graduated with a major in mechanical engineering, worked as a sales manager in a Japanese-funded motor company after graduating with a bachelor's degree, and also worked as a director in Hyundai Motor.
Indulging in the research of the combination of auto parts and environmental protection, he "bonded" with the energy-saving and emission-oriented product turbocharger. In 2007, he and his brother-in-law Xiong Xinyuan, his brother Liu Jiaoshuang and another natural person, Fang Youling, founded Wuxi Jinlang Technology Co., Ltd. (hereinafter referred to as "Jinlang Technology"), which is mainly engaged in the research, development and manufacturing of turbochargers and general mechanical parts.
1. The actual controller pulled his brother-in-law and brother-in-law to start a business together, and cashed out more than 5 million through equity incentives
In April 2013, Liu Quan, his brother-in-law Xiong Xinyuan and his brother-in-law Cai Yongjun jointly registered and established Jinlang Investment (Shanghai) Co., Ltd. (hereinafter referred to as "Jinlang Investment"), holding 56.5%, 27.8% and 15.7% of the shares respectively.
In the following month, Jinlang Investment, Fang Youling and Cai Yongjun invested a total of 50 million yuan to register and establish Yihejie, with shareholding ratios of 84%, 10% and 6% respectively.
Until January 2020, the registered capital of Yihejie has increased to 68 million yuan, but the shareholders are still Jinlang Investment, Fang Youling and Cai Yongjun, and the shareholding ratio has not changed in any way.
In June 2022, on the eve of the planned A-share listing, Liu Quan acquired 4.08 million shares of Yihejie held by his sister-in-law Cai Yongjun at a price of 3.15 yuan per share.
Three months later, Wuxi Technetium Mengde Enterprise Information Consulting Partnership (Limited Partnership) (hereinafter referred to as "Technetium Mengde"), an employee shareholding platform of which Liu Quan is the executive partner, subscribed for 5.913 million new shares of Yihejie at a price of 2.21 yuan per share.
According to Ruicai's "Pre-trial IPO", Technetium Mengde was registered and established on August 3, 2021. At that time, Yihejie planned to carry out equity incentives for some middle and senior employees of the company. At the time of its initial establishment, Technetium Mengde had only 9 partners, and Liu Quan held 53.24% of the shares.
Later, in November 2022, 19 people, including Huang Jianjun, Chen Xupei, Zhu Guangqian, and Zhang Wuxi, transferred the 3.4239 million yuan partnership share held by Liu Quan at a price of 1.53 yuan per capital contribution to join Technetium Mengde, and Liu Quan also cashed out 5.2396 million yuan.
As of December 31, 2023, Technetium Mengde has a total of 28 partners, all of whom are employees of Yihejie, including Liu Quan, chairman and general manager of the company, Zhu Denghua, secretary of the board of directors, Chen Xupei, chief financial officer, Huang Xue'e, senior manager of the finance department, Chen Zhanhao and Wang Fangyong, senior managers of the technology center, etc.
It should be pointed out that the establishment of Technetium Mengde and its equity transfer in November 2022 were defined as equity incentives by Yihejie, and the amount of share payment determined on the two occasions was 24.2139 million yuan and 14.6951 million yuan, and the expenses allocated to the first half of 2021, 2022 and 2023 were 4.8195 million yuan, 4.5547 million yuan and 3.6244 million yuan respectively, and the remaining expenses were 25.9103 million yuan.
Before the submission of the statement, Liu Quan directly held 5.24% of the shares of Yihejie, and controlled 73.42% of the shares of Yihejie through Jinlang Investment, and 7.60% of the shares of Yihejie through Technetium Mengde, totaling 86.26% of the shares of Yihejie, and was the actual controller of Yihejie.
In addition, Liu Quan's brother-in-law Xiong Xinyuan indirectly holds 20.41% of Yihejie's shares through Jinlang Investment, and his brother-in-law Cai Yongjun indirectly holds 11.53% of Yihejie's shares through Jinlang Investment.
2. The family of the actual controller took 157 million yuan in three and a half years
It is worth noting that Yihejie paid a surprise dividend of 11.6705 million yuan on June 15, 2023, 13 days before the submission of the statement. In addition, on June 10, 2022 and September 1, 2020, cash dividends of 34 million yuan and 130 million yuan were paid respectively. In three and a half years, Yihejie has paid a total of 176 million yuan in cash dividends. So, who is the 176 million distributed to?
When the dividend was distributed on September 1, 2020, Yihejie was held by Jinlang Investment, Fang Youling, and Cai Yongjun 84%, 10%, and 6% respectively, while Jinlang Investment was held by Liu Quan, Xiong Xinyuan, and Cai Yongjun 56.50%, 27.80%, and 15.70%. In other words, Liu Quan, Xiong Xinyuan, and Cai Yongjun (hereinafter referred to as "Liu Quan's family") shared 90% of the 130 million yuan in dividends that year, that is, 117 million yuan.
At the time of the dividend on June 10, 2022, the shareholding structure of Yihejie has not changed. At that time, the Liu family took 30.6 million yuan of 34 million yuan in dividends.
When the dividend was handed over before the statement, Yihejie carried out equity incentives and also introduced three external shareholders. At that time, Liu Quan's family held 80.72% of the direct and indirect shares (Liu Quan directly and indirectly held 48.78% of the shares, Xiong Xinyuan indirectly held 20.41% of the shares, and Cai Yongjun indirectly held 11.53% of the shares). In other words, at that time, the Liu family received a dividend of 9.4193 million yuan.
One month after submitting the form, Yihejie received an inquiry letter from the Shenzhen Stock Exchange, in which the Shenzhen Stock Exchange mentioned the reasonableness of Yihejie's large cash dividends. After half a year, Yihejie replied.
Yihejie said that the company has strong profitability and cash acquisition ability, and has the basis for cash dividends. During the reporting period, the company's cash dividends on the one hand for shareholders to have a demand for dividends, the company in order to return shareholders for the long-term support of the company's development, on the other hand, for the company's reporting period to some employees for equity incentives and the introduction of external investors, the company through dividends to enhance the sense of belonging of employees, enhance the enthusiasm of employees, and through dividends to enhance the confidence of external investors in the company's development.
On March 15 this year, the China Securities Regulatory Commission issued four major policies in succession. Among them, the "Opinions on Strictly Controlling the Access to Issuance and Listing and Improving the Quality of Listed Companies from the Source (Trial)" clearly states that it is necessary to pay close attention to whether the enterprises to be listed have pre-listing surprise clearance dividends and other situations, strictly prevent and strictly investigate, and implement responsible list management.
After the issuance of the new policy, a number of companies planning to IPO have withdrawn their application materials, and the IPO status has been changed to "terminated". At present, the second round of review inquiry letters has been issued for two months, but Yihejie has not yet replied, and it remains to be seen whether it can be successfully listed.
02
Outside shareholders make a surprise purchase of shares before submitting their statements
After listing, the floating profit will be more than 1 times
In addition to the surprise dividend before the submission of the statement, Yihejie also introduced external shareholders before the submission of the statement, which fattened the company's valuation.
In February 2023, Liao Hui, Anhui Baolong and Hu Shaowen subscribed for 2,450,799 shares, 778,032 shares and 661,327 shares of Yihejie for 31.5 million yuan, 10 million yuan and 8.5 million yuan respectively. After the completion of this capital increase, Yihejie's valuation reached 1 billion yuan.
Prior to the submission of the statement, Liao Hui, Shanghai Baolong Automotive Technology (Anhui) Co., Ltd. (hereinafter referred to as "Anhui Baolong") and Hu Shaowen and Yu Yi Hejie held 3.15%, 1.00% and 0.85% of the shares, respectively. If Yihejie can be successfully listed this time, the shareholding ratio of the three shareholders will be diluted to 2.36%, 0.75% and 0.64%, with a value of about 67.1892 million yuan, 21.3525 million yuan and 18.2208 million yuan respectively, all of which have a floating profit of more than 1 times.
According to Rui Finance's "Pre-trial IPO", Liao Hui is a senior investor. Previously, he invested in a number of companies and partnerships.
Hu Shaowen is a veteran of the automotive industry, where he worked for Shenzhen Dibang Industry and Trade Co., Ltd., which invested in a number of automobile-related enterprises, and in his early years he served as a department manager of Dongfeng Motor Finance Co., Ltd.
In addition, Anhui Baolong is a subsidiary of auto parts company Baolong Technology (603197. SH). Listed in 2017, Baolong Technology has become a qualified supplier of BMW, Mercedes-Benz, Audi, Volkswagen, Toyota, General Motors, FAW, Dongfeng, Changan, Great Wall, Chery, Geely, BYD, NIO, Xpeng, Li and Leap.
It is reported that new energy vehicle supercharging products are the focus of Yihejie's future business development, mainly including special turbochargers for hybrid vehicles, hydrogen fuel cell air compressors and other products.
03
Overseas income accounts for more than ninety percent
The reasonableness of more than 70 million third-party payments in three years has been questioned
According to the prospectus, Yihejie's main products are turbochargers and movements. Benefiting from the continuous growth of global car ownership in the past 10 years, the rapid increase in the assembly rate of turbochargers, and the significant increase in the replacement rate of turbochargers due to the increase in vehicle age, Yihejie's operating income has shown a rapid growth trend.
From 2020 to 2022 and the first half of 2023 (hereinafter referred to as the "Reporting Period"), Yihejie's revenue was 322 million yuan, 499 million yuan, 543 million yuan and 277 million yuan respectively.
According to the "Pre-trial IPO" of Rui Finance, Yihejie's revenue mainly comes from the overseas automotive aftermarket, with Europe, North America and South America being its main sales areas. In each period of the reporting period, Yihejie's overseas sales revenue was 299 million yuan, 457 million yuan, 491 million yuan and 251 million yuan respectively, accounting for 93.2%, 91.73%, 90.71% and 90.85% of the main business income respectively.
It can be seen that more than ninety percent of Yihejie's income comes from overseas. It admits that if the company's products are exported to major countries or regional markets fluctuate significantly, it will have an adverse impact on the company's export scale and operating performance.
In addition, Ruicai's "Pre-trial IPO" found that in the case of a relatively large proportion of overseas sales, Yihejie also faces the risk of exchange rate fluctuations. It is reported that Yihejie's export business is mainly settled in US dollars, and the exchange gains and losses in each period are 5.9559 million yuan, 1.8644 million yuan, -9.9479 million yuan and -5.358 million yuan respectively.
At the same time, since the orders between Yihejie and its export customers are mainly denominated and settled in US dollars, if the RMB appreciates, it will lead to a decline in the local currency revenue recognized by Yihejie, which will affect the gross profit margin level and operating performance of the current period.
In addition, it is worth noting that after penetrating the prospectus, Rui Finance's "pre-trial IPO" found that in each period of the reporting period, Yihejie had a third-party collection, with the amounts in each period being 20.0859 million yuan, 25.6275 million yuan, 24.3856 million yuan and 13.8108 million yuan respectively, accounting for 6.23%, 5.13%, 4.49% and 4.99% of the revenue respectively.
It is reported that the payment recipients of Yihejie are mainly related entities of customers such as the actual controller of the customer or his relatives, companies within the customer group or other companies controlled by the actual controller, and there are also customers who pay the company through downstream customers, import and export agents, foreign exchange settlement institutions or other companies designated by the customer.
The Shenzhen Stock Exchange also raised an inquiry about the large amount of third-party payment received by Yihejie, requiring it to explain whether the contract signed with the customer clearly stipulates the use of third-party payment collection, the necessity and reasonableness of third-party collection, whether it is in line with industry practice, and whether there are fictitious transactions and collections, adjustment of account aging, and extracorporeal circulation of funds.
Yihejie replied that the contract signed by the company and the customer did not explicitly stipulate the use of a third-party payment method. Customers choose to pay through their downstream customers, import and export agents, foreign exchange settlement institutions or designated third parties mainly due to their foreign exchange policy restrictions, reduction of foreign exchange settlement fees, convenience of payment operations and timeliness of arrival. In addition, a small number of customers use third-party payments when dealing with other suppliers based on their trading habits.
Yihejie said that due to the consideration of factors such as capital turnover, unified capital management, convenient payment and settlement, reduction of foreign exchange payment costs and foreign exchange policy restrictions, it is common for export customers to choose to pay for goods through a third party, which is commercially reasonable and necessary, and is in line with the business characteristics of the industry.
It is worth mentioning that, according to Yihejie's disclosure, during the reporting period, its third-party collection ratio was higher than that of its companies in the same industry, and it was close to Bond shares and Fengmao shares.
04
Half of the profits depend on tax dividends
In three and a half years, he has received nearly 10 million government subsidies
While the revenue is increasing year by year, Yihejie's net profit after deducting non-attributable to the parent has also maintained a stable growth. In each period of the reporting period, Yihejie's net profit after deducting non-attributable to the parent company was 65.632 million yuan, 67.9798 million yuan, 90.3286 million yuan and 46.6439 million yuan respectively.
Rui Finance's "Pre-trial IPO" found that Yihejie enjoyed the dividend of "tax refund" during each period, and also took government subsidies. At the same time, it also enjoys a preferential corporate income tax rate of 15% for state-level high-tech enterprises, and its subsidiary, Shanghai Yihejie Automobile Technology Co., Ltd. (hereinafter referred to as "Shanghai Yihejie"), enjoys tax exemption and exemption for small and micro enterprises.
According to the prospectus, as a general taxpayer, Yihejie's export business enjoys the relevant policies of "exemption, credit and refund" of value-added tax. In each period of the reporting period, the tax refunds received were 21.3491 million yuan, 40.2769 million yuan, 40.4556 million yuan and 16.3518 million yuan respectively, accounting for 25.45%, 50.30%, 43.84% and 35.70% of the total profit in the current period.
During the same period, the preferential amount of enterprise income tax enjoyed by Yihejie and its subsidiaries was 9.005 million yuan, 7.4472 million yuan, 8.218 million yuan and 4.7175 million yuan respectively, accounting for 10.73%, 9.30%, 8.90% and 10.30% of the total profit of the current period respectively.
In terms of government subsidies, Yihejie received 3.5163 million yuan, 3.6282 million yuan, 2.1039 million yuan and 647,500 yuan respectively in each period. In three and a half years, Yihejie received a total of 9.8959 million yuan in government subsidies.
Attached: List of intermediaries for listing and issuance of Yihejie
Sponsor and lead underwriter: Great Wall Securities Co., Ltd
Issuer's lawyer: AllBright Law Offices
Auditor: Rongcheng Certified Public Accountants (Special General Partnership)