Producer: Sina Finance Listed Company Research Institute
Text/Summer Worm Studio
The core point of view: Shenghang shares listed less than three years ago, capital operation continues, on the one hand, it wants to acquire the IPO target in cash, and on the other hand, it spends a lot of money to continue to purchase large amounts of money from a single supplier. It is worth noting that the supplier was colluded with the major shareholder, Yida. It should be pointed out that due to the intervention of Yida, the IPO obstacle of Shenghang shares was lifted, so that it was successfully issued and listed. In addition, the income data of Shenghang shares is also full of fog, on the one hand, the company's performance continues to grow rapidly, and on the other hand, there are multiple versions of large customer data and sudden increase in customers and trade business. Surprisingly, the company seems to be "taking care" of the sudden increase in customers, not only buying the relevant shares in cash, but also further increasing the capital injection into them.
Since the dynamic rebalancing of IPOs, both IPOs and spin-offs seem to have encountered twists and turns.
According to public information, the number of A-share IPOs in the first quarter was 22, a decrease of about 70% from 102 in the same period last year, and the amount of funds raised in the initial offering of A-shares was less than 24 billion yuan, only about 40% in the same period last year; at the same time, in terms of listing termination, since the second half of 2023, 14 listed companies have successively terminated their spin-off and listing plans; in the first quarter, 85 A-share companies terminated IPO applications, a significant increase from 67 in the previous year.
Although the overall IPO expectations have deteriorated, there are still companies that have adopted alternative strategies to achieve their listing goals.
Some companies adopt "spin-off + backdoor" bypass IPO, such as the recent listing of Zoomlion's spin-off subsidiary, Zoomlion High-speed Machinery, which has attracted much market attention, and the listing of Kanghui New Materials, a spin-off subsidiary of Hengli Petrochemical, all of which adopt a combination strategy of "spin-off + backdoor listing".
Some companies have adopted the spin-off + Beijing Stock Exchange" listing strategy (referred to as "A split-north") Since the beginning of this year, Jingrui Electric Materials, Radio and Television Electric, Chenxin Pharmaceutical, Jushi Chemical and other companies have announced that their holding subsidiaries intend to apply for listing on the Beijing Stock Exchange. It should be pointed out that the overall expectation of A-share IPOs has deteriorated, but the Beijing Stock Exchange is optimistic about the market, and PricewaterhouseCoopers even believes that the Beijing Stock Exchange may account for the majority of new share issuance in 2024.
After the IPO of some companies is blocked, they want to take advantage of the restructuring and listing of listed companies, among which Speed Technology and Jiabaoli are all listed through the restructuring curve. Industry insiders said that from the history of the capital market, there is a certain degree of "seesaw effect" between the pace of IPOs and the activity of mergers and acquisitions. As of April 8, a total of 587 mergers and acquisitions have been disclosed in the A-share market this year, a significant increase over the same period last year.
Based on the above background, we will conduct a series of reviews of the above possible restructuring and listing situations. When we reviewed the sale of Haichanghua to Shenghang shares at a discount, we found that Shenghang shares were full of doubts.
There is a trick to the growth of performance, and the mystery of the huge difference in the data of large customers and the new customers
On May 13, 2021, Shenghang Co., Ltd. officially landed on the main board of the Shenzhen Stock Exchange with an issue price of 16.52 yuan per share, originally planned to raise 508 million yuan, and finally raised 497 million yuan.
It is worth noting that Shenghang shares seem to perform well both before and after listing.
On the one hand, the company's gross profit margin "crushes" the industry average.
On the eve of last year, the gross profit margin of Shenghang shares in 2018 and 2019 was 31.1% and 30.63% respectively, while the average value of its peers was only 12.61% and 25.26%, as shown in the following table:
Source: Prospectus
From 2020 to 2022, the company's gross profit margins were 41.76%, 35.67% and 36.88%, respectively, while the industry average was 39.09%, 25.66% and 30.07%.
As for the difference in gross profit margin, the company said that it mainly comes from the different focus of transportation content. Generally speaking, the gross profit margin of the chemical transportation business is higher than that of the oil transportation business, and the gross profit margin of domestic trade transportation is higher than that of foreign trade transportation. Among the comparable companies in the same industry of the issuer, China Merchants South Oil and COSCO Shipping Energy are mainly engaged in oil transportation and both domestic and foreign trade, while Haichanghua focuses on domestic transportation and oil transportation, and the company is the most comparable with Xingtong shares in terms of transportation categories.
On the other hand, the company's performance after listing showed a continuous upward trend. Wind data shows that from 2019 to the first three quarters of 2023, the revenue growth rate of Shenghang shares was 29.34%, 25.54%, 27.64%, 41.7% and 42.74% respectively. It is worth noting that in the same period, the growth rate of China Shipping Yuan Energy and China Merchants Nanyou fluctuated to a certain extent, and Xingtong shares also showed a continuous upward trend.
However, in the context of such a beautiful performance of the company, the company has experienced discrepancies in large customer data and a sudden increase in customer transactions.
(1) Huge differences in key customer data
According to the company's convertible bond prospectus, the company's top five customers in 2022 will be 577 million yuan, while the top five customers in the company's 2022 annual report will be 524 million yuan, with an overall difference of more than 30 million yuan.
Source: Convertible Bond Prospectus
Source: 2022 Annual Report
Further comparison of the details shows that there seems to be a complete mismatch between the amounts of large customers. The fourth largest customer in the company's 2022 annual report is 57 million yuan, while the convertible bond report does not appear related or similar customers, and the second largest customer of the same convertible bond is 94.4629 million yuan, but the company's annual report does not find any related or similar amount of customers.
There were also discrepancies between the company's 2021 key customer data. It is worth noting that multiple versions of customer data also appeared on the eve of the company's listing.
Since June 26, 2015, it has been listed and publicly transferred in the National Equities Exchange and Quotations (NEEQ), and has been terminated on October 19, 2018. During the listing period, the company's 2017 annual report disclosed the top five customers in 2017 as follows:
Source: Announcement
The top five customers in 2017 disclosed in the prospectus according to the company's legal person are as follows:
Source: Announcement
For the reasons for the above differences, the company explained in the prospectus that it was the prospectus adjustment of some inter-scheduled voyages at the end of 2017, resulting in the adjustment of some customers' income. After listing, there is a difference between the two versions of the company's annual report and the convertible bond, is this the intertemporal income behind it or other reasons? This is worth paying attention to by investors.
(2) The mystery of the sudden increase in large customers and related party transactions
We have found that the company's continued growth has been accompanied by a sudden increase in customers. In 2021, the new customer is Zhejiang Baling Hengyi Caprolactam Co., Ltd., and in 2022, the new customer is Andefu Energy Development, as shown in the following figure:
Source: Convertible Bond Announcement
It is worth noting that Shenghang Co., Ltd. has added these two major customers to a close relationship and are strategic partners. According to public information, Andefu Energy Development was established in 2015, specializing in liquid ammonia trade, among which petrochemical, Fubangte and other large enterprises are high-quality suppliers, and Zhejiang Baling Hengyi caprolactam Co., Ltd. and several other enterprises have reached strategic partnerships.
What is quite surprising is that Shenghang shares not only paid for the acquisition of major customer Andefu Energy Development, but also further injected relevant funds into the capital increase.
On May 6, 2022, Shenghang Co., Ltd. issued an acquisition announcement that the company intends to acquire 48% and 1% of the shares of Jiangsu Andefu Energy Development Co., Ltd. (hereinafter referred to as "Andefu Energy Development" or "the target company") held by the counterparty Chen Wei and Jiangsu Andefu Investment Co., Ltd. (hereinafter referred to as "Andefu Investment") respectively in cash. On March 31, 2022, the valuation of the target company was determined by negotiation between the two parties, the valuation of the target company was RMB30 million, and the company intends to acquire a total of 48% of the equity of Andefu Energy Development held by Chen Wei for RMB14.4 million, and a 1% equity interest in Anderford Energy Development held by Anderford Investment for RMB300,000 (capital: 30,000 yuan).
In this evaluation, the asset base method and the income method were used to evaluate the assessment objects respectively, and the evaluation results of the income method were finally selected as the evaluation conclusion. After the income method evaluation, the value of all shareholders' equity of Jiangsu Andefu Energy Development Co., Ltd. is 33.01 million yuan, and the appraised value is 17.7017 million yuan, with an appreciation rate of 115.63%.
In June 2022, Shenghang Co., Ltd. completed the acquisition of 51% of the equity of Andefu Energy Supply Chain and 49% of the equity of Andefu Energy Development, and Andefu Energy Supply Chain and Andefu Energy Development became the holding subsidiary and shareholding company of the issuer respectively.
Shenghang shares not only acquired the equity of major customers with cash, but also further increased capital injection. The company and Chen Wei, a natural person who is a shareholder of Andefu Energy Development, increased the capital and shares of Andefu Energy Development in accordance with the proportion of capital contribution from both parties, of which the company's monetary contribution was 93.1 million yuan, and Chen Wei's monetary contribution was 96.9 million yuan, all of which were included in the registered capital. The capital increase is the same proportion of capital increase for the shareholders of the shareholding company, and the equity ratio of each shareholder remains unchanged after the capital increase, and the company still holds 49% of the equity of the shareholding company. Andefu Energy Development is an associate of the Company, and Mr. Li Taoyuan, Chairman of the Board of Directors of the Company, and Mr. Jianming, Director of the Company, serve as directors of Andefu Energy Development. The proposal has been deliberated and approved at the 20th meeting of the third board of directors of the company and the first extraordinary general meeting of shareholders in 2022.
To sum up, Shenghang Co., Ltd. has spent about 130 million yuan on the development of Andefu Energy, a major customer, through acquisitions and capital injections. It is quite puzzling that Andefu Energy Development is mainly engaged in liquid ammonia trade, why did the company double the acquisition at a high premium? Is the relevant transaction price reasonable? Does the company need to pay attention to the risks such as the transfer of related interests behind the continuous injection of funds into large customers?
It should be emphasized that the annual revenue of Andefu Energy Development in 2022 will be 116 million yuan, while the sales amount of Shenghang shares to it in 2022 will be 84.7767 million yuan. In other words, the listed company Shenghang shares account for most of the business supply of Anderford Energy Development.
Source: Enterprise Early Warning
In addition, after the intersection of Shenghang Co., Ltd. and Andefu Energy Development, etc., it also added related liquid ammonia trading business, and the company launched liquid ammonia trading business at the end of 2021 and began to carry out liquid ammonia road transportation services in June 2022. It is reported that the company's liquid ammonia trading business is mainly carried out through its subsidiary Shengde Xin'an. However, the gross profit margin of the company's liquid ammonia trading business fluctuated extremely much, and the gross profit margin even reached 100% at one point, and the gross profit margin of the sales of goods in 2021, 2022 and January-June 2023 was 2.46%, 53.53% and 100.00% respectively.
Source: Announcement
Behind the Buy, Buy, Buy: Ignoring Financial Pressure? Listed companies continue to buy ships from the same supplier
In addition to the related abnormalities on the performance side, the company's assets are also suspected to be abnormal.
On the one hand, the company's capital chain seems to be extremely tight. Wind data shows that as of the end of the first three quarters of 2023, the company's monetary funds are only 68 million yuan, while the company's short-term debt exceeds 700 million yuan.
On the other hand, under the condition that the company's financial pressure is greater, the company's fixed assets have risen sharply. Wind data shows that the company's fixed assets have soared from 737 million yuan in 2021 to 2.466 billion yuan, a significant increase of 1.729 billion yuan, an increase of 234.6%.
Behind the continuous rise in the company's fixed assets is the continuous purchase of ships from the same supplier, Dongguan Fenghai Shipping Co., Ltd. (hereinafter referred to as "Fenghai Shipping"). According to statistics, the company has spent nearly 1 billion yuan on Fenghai Shipping. It is reported that Fenghai Shipping was one of the top five suppliers of Shenghang as early as 2020 and 2021, and the purchase amount of Shenghang shares from it was 13.8721 million yuan and 50.9188 million yuan respectively.
In December 2022, the company announced that in order to further reserve ship capacity, expand the scale of the fleet, and improve the capacity structure, it will meet the actual needs of the company's business operation. The Company purchased 100% ownership of two domestic chemical vessels named "Shenghanghua 9" (formerly known as "Fenghai 9") and "Shenghanghua 10" (formerly known as "Fenghai 18") from Fenghai Shipping, with a transaction price of RMB87.55 million per vessel (including tax), with a total transaction price of RMB175 million.
On May 13, 2023, the company announced that in order to further improve the company's capacity level and enhance the company's competitiveness in the domestic coastal and international hazardous chemicals waterway transportation business market, the company plans to purchase three domestic trade chemical ships named "Fenghai 23", "Fenghai 26" and "Fenghai 27" from Fenghai Shipping, as well as 100% ownership of three foreign trade chemical ships named "Fenghai 13", "Fenghai 15" and "Fenghai 33". The market value of the above six vessels as of April 20, 2023, as of April 20, 2023, was assessed by the market method, and on this basis, the total purchase price of the above six vessels was determined to be RMB504 million (including 3% VAT). The specific appraised value and the negotiated valuation between the two parties are as follows:
Source: Announcement
On October 20, 2023, the company announced that in order to continue to improve the company's transportation capacity, grasp market opportunities in a timely manner, and further enhance the company's competitiveness in the domestic coastal and international hazardous chemicals waterway transportation market, Nanjing Shenghang Shipping Co., Ltd. (hereinafter referred to as the "Company") intends to purchase 100% ownership of a domestic trade chemical ship named "Fenghai 29" and two foreign trade chemical ships named "Fenghai 17" and "Fenghai 21" from Fenghai Shipping. The market value of the above three vessels as of October 8, 2023, which was assessed by the market method as of October 8, 2023, was RMB204 million, and on this basis, the total purchase price of the above three vessels was determined to be RMB199 million (including 3% VAT). The specific appraised value and the negotiated valuation between the two parties are as follows:
Source: Announcement
On January 16, 2024, the company further purchased a ship from Fenghai Shipping, and intends to purchase 100% ownership of a domestic trade chemical vessel named "Fenghai 30" from Fenghai Shipping. As of December 31, 2023, the market value of the vessel assessed by the market method is RMB 96.18 million. On this basis, the two parties negotiated and determined that the purchase price of the ship was RMB 95.79 million (including 3% VAT).
The supplier and the major shareholder Yida have colluded again?
The vessel supplier, Fenghai Shipping, has become a related party of Shenghang since April 2023. It is worth noting that since it became a related party of the Company, the Company's efforts to purchase ships from it have continued to increase.
On March 14, 2023, the company's shareholder Yida Huisheng Fund (hereinafter referred to as Yida Capital) signed the Share Transfer Agreement with Tianding Kanghua, under which Yida Huisheng Fund transferred a total of 8,600,000 shares of the company (accounting for 5.0274% of the total number of shares of the listed company) to Tianding Kanghua through agreement transfer. Since Fenghai Shipping and Tianding Kanghua are both entities under the control of Ningbo Xinhe Dingyi Investment Co., Ltd., according to the provisions of 6.3.3 of the Shenzhen Stock Exchange Stock Listing Rules, the legal person (or other organization) holding more than 5% of the shares of the listed company and its persons acting in concert are identified as related parties of the listed company. As a result, Fenghai Shipping has become a related party of the Company since April 2023.
It should be pointed out that since Fenghai Shipping became a related party of the company, the company has purchased nearly 800 million yuan from Fenghai Shipping, accounting for about eighty percent of the total number of ships purchased from Shenghang after its listing.
It is worth noting that Shenghang shares have been preparing for listing since the end of 2017, and Yida Capital entered during the guidance and listing of Shenghang shares.
On December 12, 2018, Nanjing Refinery, the original shareholder of Shenghang Co., Ltd., signed the Share Transfer Agreement with Yida Huisheng Fund, under which Nanjing Refinery transferred 15.024 million shares of the company held by it to Yida Huisheng Fund.
Source: Announcement
The reason and background for the transfer of Shenghang by Nanjing Refinery is that because the company intends to make an initial public offering of shares and go public, the shareholder Nanjing Refinery, as a restructuring enterprise, has a large number of shareholders and has equity trusteeship, which cannot meet the requirements of the China Securities Regulatory Commission for the equity structure of the shareholders of the company to be listed.
In this case, Nanjing Refinery transferred 15.024 million shares of the company held by it to Yida Huisheng Fund at a price of 8.5 yuan per share for a total of 128 million yuan. It is worth noting that Yida Capital has started to reduce its holdings since the lifting of the ban, and it has cumulatively reduced its holdings by nearly 10% through centralized bidding, block trading and agreement transfer. Based on this, it is speculated that the arbitrage amount of Yida's capital reduction is between 300 million and 400 million yuan. As of March 18, Yida Capital accounted for 8.46% of the company's total share capital and was still a shareholder of more than 5% of the company's total shares. It can be seen that Yida Capital has not only recovered its costs through the IPO of Shenghang shares, but also part of the income has been pocketed, which can be described as making a lot of money.
Source: Announcement
What is quite strange is that one year after Tianding Kanghua took over the shares of Shenghang held by Yida, it started to reduce its holdings. Shenghang announced on the evening of April 16 that Tianding Kanghua, a 5.09% shareholder of the company, plans to reduce its holdings of the company's shares by block trading no more than 1.69 million shares within 3 months after 15 trading days, that is, no more than 1% of the company's current total share capital.
Since then, what makes people wonder is why Yida will transfer the important suppliers of listed companies by agreement, why did the company's suppliers start to reduce their holdings after the transfer, and is there an indescribable capital bureau behind this series of questions?