Every reporter: Zhang Mingshuang Every editor: Chen Junjie
Recently, Zheng Coal Machinery (SH601717, share price of 18.01 yuan, market value of 32.158 billion yuan) announced the termination of its holding subsidiary Zhengzhou Hengda Intelligent Control Technology Co., Ltd. (hereinafter referred to as Hengda Intelligent Control) to be spun off to the Science and Technology Innovation Board. Hengda Intelligent Control submitted the listing application documents in September 2023 and was accepted, and the current review status of the Shanghai Stock Exchange is still "inquired".
The reporter of "Daily Economic News" noticed that during the reporting period (2020-2022 and January-March 2023), the largest customer of Hengda Intelligent Control has always been the controlling shareholder Zheng Coal Machinery, accounting for more than 30% of the revenue. In addition, the two companies in which Zheng Coal Machinery holds shares are the customers and suppliers of Hengda Intelligent Control, but the procurement data disclosed by the two companies are different from Hengda Intelligent Control, and there are many major customers overlapping with Hengda Intelligent Control.
The controlling shareholder contributes 30% of the revenue
Hengda Intelligent Control is mainly engaged in the research and development, production and sales of coal intelligent mining control system technology and products, and the main products are electro-hydraulic control system, intelligent integrated management and control system, hydraulic control system and intelligent liquid supply system.
During the reporting period, Hengda Intelligent Control achieved operating income of 1.454 billion yuan, 1.850 billion yuan, 2.428 billion yuan and 610 million yuan respectively, and the net profit attributable to the parent company was 420 million yuan, 523 million yuan, 733 million yuan and 209 million yuan respectively; Among them, the controlling shareholder Zheng Coal Machinery has always been the company's largest customer, with sales revenue accounting for 32.69%, 32.23%, 33.60% and 27.46% respectively.
Zheng Coal Machinery is a hydraulic support main engine factory, is a provider of fully mechanized coal mining equipment, because the terminal coal enterprises are generally large state-owned enterprises or groups, some enterprises based on procurement efficiency, product integrity and other factors to adopt the coal fully mechanized mining equipment and control system as a whole to procure.
Therefore, Hengda Intelligent Control said that the company's sales of related products to Zhengmei Machinery are in line with the development characteristics of the industry and are reasonable; The transaction price between the company and Zheng Coal Mining Machinery refers to the market price, product cost and other factors are determined by the two parties through negotiation, and the pricing of related party transactions is fair.
In the case of the overall procurement method of the customer and the large amount of related party transactions, does Hengda Intelligent Control rely on Zhengmei Machinery in terms of business acquisition? Hengda Intelligent Control stated in the prospectus (declaration draft) that the company does not rely on a small number of customers, and has an independent and complete business system and the ability to operate independently in the market.
Before September 2022, Zhengzhou Coal Mining Machinery Hydraulic and Electronic Control Co., Ltd. (hereinafter referred to as Hydraulic Electronic Control), the predecessor of Hengda Intelligent Control, was a wholly-owned subsidiary of Zhengzhou Coal Mining Machinery, and after the introduction of 25 shareholders such as investment institutions, employee shareholding platforms, and natural persons through capital increase and share expansion, Zheng Coal Mining Machinery still held 85.02% of the company's shares.
It is worth noting that from 2020 to 2022, Hengda Intelligent Control will pay cash dividends of 350 million yuan, 300 million yuan, and 750 million yuan respectively, accounting for a high proportion of the company's current net profit, of which the cash dividend in 2022 will exceed the net profit of the year. A total of 1.4 billion yuan in cash dividends in three years, Zheng Coal Machinery as a major shareholder is the main beneficiary.
At the same time of large cash dividends, according to the IPO plan of Hengda Intelligent Control, the company plans to raise 2.5 billion yuan, of which 250 million yuan will be used to supplement liquidity.
"Fighting" with the purchase data of associated customers and suppliers
In addition to Zheng Coal Machinery, Hengda Intelligent Control also has transactions with two other related parties, Zhengzhou Speeda Industrial Machinery Service Co., Ltd. (hereinafter referred to as Speeda Shares) and North Road Intelligent Control (SZ301195, share price of 35.76 yuan, market value of 4.703 billion yuan), and these two related parties are all shareholding companies of Zhengzhou Coal Machinery.
In November last year, after the IPO meeting, Speeda shares were submitted for registration on the main board of the Shenzhen Stock Exchange and took effect. Zheng Coal Machinery holds 19.82% of the shares of Speed, and its deputy general manager Zhang Haibin serves as a director of Speeda Shares. Beilu Intelligent Control was listed on the GEM in August 2022, and Zheng Coal Machinery holds 6% of the company's shares.
However, the reporter noticed that there was a "fight" between the procurement data disclosed by Hengda Intelligent Control and the public information of these two related parties.
During the reporting period, Speeda shares were the customers of Hengda Intelligent Control. According to the prospectus (declaration draft) of Hengda Intelligent Control, from 2020 to 2022, the company's sales to Suda and its subsidiaries will be 20.7241 million yuan, 29.1759 million yuan, and 61.5621 million yuan respectively; According to the prospectus (registration draft) disclosed by Speeda in November 2023, its procurement amounts for Hengda Intelligent Control are 21.0502 million yuan, 55.7109 million yuan, and 35.1808 million yuan respectively, and there are obvious differences in the procurement data of the two sides.
In addition, Speeda shares disclosed that its accounts payable to Hengda Zhikong at the end of 2021 was 45.1736 million yuan, if according to this amount, Speeda shares should be among the top five customers in the balance of accounts receivable at the end of 2021, but the actual situation is that Speeda shares did not appear in the list.
During the reporting period, Beilu Intelligent Control was the largest supplier of Hengda Intelligent Control. According to the prospectus (declaration draft) of Hengda Intelligent Control, from 2020 to 2022, the company's purchase amount of Beilu Intelligent Control was 73.0899 million yuan, 93.5945 million yuan, and 124 million yuan respectively; According to the initial prospectus disclosed by Beilu Intelligent Control in July 2022, its sales of hydraulic and electronic controls in 2020 and 2021 will be 98.2513 million yuan and 92.9061 million yuan respectively. The procurement data of the two sides in 2020 is quite different.
The reporter noticed that in addition to the "fight" of procurement data, Hengda Intelligent Control and Speedy Co., Ltd. and North Road Intelligent Control also overlapped with major customers. Among them, Zheng Coal Machinery is also an important customer of Suda Co., Ltd. and North Road Intelligent Control.
During the reporting period, the top five customers of Hengda Intelligent Control, Shandong Energy Group, Shaanxi Coal Group, Henan Energy Group, Huaihe Energy Group, etc., all appeared in the list of the top five customers of Beilu Intelligent Control from 2019 to 2021; At the same time, the company and Speeda also have a number of major customers overlapping, such as the National Energy Group, Shaanxi Coal Group, etc.
According to the data, Hengda Intelligent Control's products are mainly used in the field of intelligent coal mining, and the main customers are coal production enterprises and fully mechanized coal mining equipment manufacturing enterprises; Suda Co., Ltd. is mainly engaged in the comprehensive aftermarket services of machinery and equipment, mainly focusing on the hydraulic support of fully mechanized coal mining equipment, providing maintenance and remanufacturing, spare parts supply management for coal production enterprises; The main product of BEWG is the intelligent mine information system, which is widely used in various coal mine production and operation scenarios such as coal mining, tunneling, transportation, ventilation, and drainage.
In the context of Zheng Coal Mining Machinery as the controlling shareholder of Hengda Intelligent Control, an important shareholder of Speed Co., Ltd. and North Road Intelligent Control, the three companies have a number of overlapping major customers, are they all affected by Zheng Coal Mining Machinery in terms of business acquisition? For IPO-related matters, on May 10, a reporter from "Daily Economic News" called Hengda Intelligent Control and sent an interview email, but did not receive a reply as of press time.
National Business Daily