Source: Yicaixin
Author: Tong Muyao
Just five years after the establishment of the company's predecessor, Wuhan Glanruo Intelligent Technology Co., Ltd. (hereinafter referred to as "Glanruo") quickly submitted an application for listing on the Science and Technology Innovation Board to the Shanghai Stock Exchange, entered the inquiry stage in June 2023, and temporarily suspended the IPO on March 31, 2024 because the financial information recorded in the issuance and listing application documents has expired.
After the IPO was accepted, the number of patents of Glanruo skyrocketed, 99% of its revenue came from the power grid, it was busy with the IPO as soon as it turned around, and its valuation rose to 10 times in one year.
Net profit is like a "roller coaster"
According to the prospectus, the predecessor of Glanruo was established in March 2018 and is a provider of intelligent perception products and services in the power field, mainly engaged in the research and development, production and sales of intelligent monitoring devices for transformer metering performance, as well as the development and construction of corresponding online monitoring platforms and other technical services. As of the signing date of the prospectus, the controlling shareholders and actual controllers of Glanruo are Dou Qiaoqi and Dou Yaqi brothers, who together control the voting rights of 52.40% of the company's shares.
As a private enterprise that has not been established for a long time, the development of the company has attracted much attention, and its performance has skyrocketed, but its net profit has been on a roller coaster.
According to the prospectus, from 2020 to 2022 (hereinafter referred to as the reporting period), Glanruo's operating income was 38.9367 million yuan, 56.2155 million yuan, and 417.3715 million yuan respectively, and the net profit was 10.0373 million yuan, -18.9471 million yuan, and 180.0891 million yuan respectively.
At the same time, in 2020, the net profit of Glanruo was only 10.0373 million yuan, and the shareholders paid a cash dividend of 18.40 million yuan that year, and the purpose of the dividend was to be used as part of the shareholders at that time to pay in the registered capital. In 2022, Gelanruo will pay a generous dividend of 85 million yuan when both revenue and net profit have skyrocketed. In the two dividends, there will be excess dividends in 2020, and in 2022, Dou Qiaoqi and Dou Yaqi will receive dividends of 29.9519 million yuan and 5.814 million yuan respectively through direct shareholding ratios.
Although the company paid dividends twice in the three years of the reporting period, the company's solvency at that time was weaker than that of its peers, and its cash flow was stretched.
According to the prospectus, at the end of the reporting period, the balance of short-term borrowings of Glanruo was 0.0 million yuan, 3.00 million yuan and 129.3203 million yuan respectively, which increased rapidly, mainly due to the company's new borrowings to meet the needs of production and operation. During the same period, the balance of accounts payable was 6.444 million yuan, 24.5049 million yuan and 30.2088 million yuan respectively.
During the reporting period, the current ratios of Glanruo were 3.42 times, 1.52 times and 1.38 times, and the quick ratios were 3.25 times, 1.27 times and 1.24 times respectively, which not only decreased year by year, but were also far lower than the average of comparable companies in the same industry. At the end of the reporting period, the company's asset-liability ratios were 26.23%, 55.48% and 56.63%, respectively, and the average of its peers were 23.11%, 16.35% and 18.14% respectively. It can be seen that the long-term and short-term solvency of Glanruo during the reporting period was weaker than the average of its peers.
According to the prospectus, the amount of monetary funds at the end of 2022 was 151.0672 million yuan, a sharp increase from the previous two years, and the net cash flow generated by operating activities was only cut off in 2021, but the net cash flow generated by its investment activities was -5.8156 million yuan, -9.5325 million yuan and -48.2199 million yuan respectively, which was mainly due to the fact that the company was in the early stage of development, continuously expanding the scale of production, purchasing and building fixed assets, Intangible assets and other long-term assets.
At the same time, according to the prospectus, in December 2022, Glanruo signed a contract for the purchase of two office buildings INNOC2 and INNOC3 in Optics Valley Innovation World and the corresponding underground parking spaces, with a contract amount of 293.4438 million yuan.
In view of the shortage of funds, the IPO plans to raise 128,293.72 million yuan, including 30,000.00 yuan of supplementary funds.
In the case of the rapid development of Glanruo and the large demand for working capital, the actual controllers Dou Qiaoqi and Dou Yaqi borrowed blood from the company. In 2020 and 2021, Dou Qiaoqi and Dou Yaqi provided a total of 10.5561 million yuan to Gelanruo, and by the end of 2022, Gelanruo had fully repaid the loans in 2020, 2021 and before.
During the reporting period, when funds were relatively tight and its own debt ratio was increasing year by year, Glanruo also provided loans for the actual controller and related parties. In 2020, shareholders Yan Ping and Dou Yaqi borrowed 1.334 million yuan and 558,000 yuan from Gelanruo respectively. Wuhan Tianren Decoration Engineering Co., Ltd., another enterprise jointly controlled by the two actual controllers, borrowed a total of 13.60 million yuan from Glanruo for three consecutive years during the reporting period; Wuhan Zhongtian Zhengyang Energy Technology Co., Ltd., controlled by Huang Chunli, a shareholder who holds a 4.22% stake in Glanruo, also borrowed 3 million yuan from the company in 2021. The aforesaid related parties repaid the relevant borrowings in full in 2021 and 2022 respectively.
In addition, in terms of internal governance, there are cases where Glan uses personal cards to pay employees' salaries and collect refunds for fees. In terms of compliance management, in 2020, Glanruo provided product installation services to customers on its own without obtaining the "License for Undertaking (Repair and Testing) of Power Facilities".
There are doubts to be solved by the related parties
Founded on March 16, 2018, the predecessor of Glanruo, Wuhan Glanruo Intelligent Technology Co., Ltd. (hereinafter referred to as "Glanruo Co., Ltd."), is a limited liability company jointly funded by Dou Qiaoqi and Dou Yaqi, with an initial registered capital of 30 million yuan, and the registered capital of the company was not paid in at the beginning of its establishment.
As of January 1, 2020, the paid-in capital contribution of Gelanruo Limited was only 2.497 million yuan, and the above-mentioned paid-in funds were all paid by Dou Qiaoqi, one of the actual controllers. However, the 2018 industrial and commercial annual report of Glanruo Co., Ltd. disclosed by Qixin.com shows that the company's capital contribution of 30 million yuan has been fully paid in 2018.
(Screenshot from Qixin.com)
The prospectus discloses that if the registered capital of Ingelan Limited is not fully paid-in, there will be a situation of "0 yuan purchase" in the share transfer in 2020.
According to the prospectus, on April 28, 2020, Dou Yaqi and Zhang Weiyu signed a share transfer agreement, and Dou Yaqi transferred his unpaid capital contribution of 567,000 yuan to Zhang Weiyu. On the same day, Dou Qiaoqi signed the "Equity Transfer Agreement" with Zhang Weiyu, Huang Chunli, Feng Xingang and Yan Ping respectively, and Dou Qiaoqi transferred the unpaid capital contributions held by him to the four natural persons mentioned above, and the amount of capital contributions transferred was 933,000 yuan, 1.50 million yuan, 2.652 million yuan and 9.381 million yuan respectively. On June 18 of the same year, Zhang Weiyu transferred the capital contribution obtained from Dou Yaqi and Dou Qiaoqi to Dou Qiaoqi, and the above-mentioned share transfer transaction price was 0 yuan.
In November of the same year, the general meeting of shareholders of Glanruo Limited resolved to agree to use the undistributed profits of 18.40 million yuan for the paid-in registered capital, of which Dou Qiaoqi, Yan Ping and Dou Yaqi completed the paid-in capital of 8.94 million yuan, 6.67 million yuan and 2.79 million yuan respectively through the conversion of undistributed profits into paid-in capital; Shareholders Huang Chunli and Feng Xingang agreed to give up the profit distribution because they did not actually participate in the company's business activities in the early stage.
Among them, Yan Ping, a natural person shareholder, also enjoys the "welfare" of 6.67 million yuan of undistributed profits converted into paid-in capital.
According to the prospectus, Yan Ping served as a director of Glanruo Co., Ltd. from January 2021 to September 2022; Since September 2022, he has served as the vice chairman of Glanruo; Before January 2021, Yan Ping did not work at Glanruo Limited. Browsing Yan Ping's resume information before 2021, "Yicaixin" found that from October 2007 to August 2019, Yan Ping successively served as the general manager and director of Wuhan Gelanruo Photoelectric Transformer Co., Ltd. (hereinafter referred to as "Photoelectric Transformer").
According to the inquiry response, photoelectric mutual inductance was established in October 2007 and cancelled in September 2022. Since its establishment, the main business of photoelectric transformer has been the research and development, production and sales of power equipment and systems such as photoelectric transformers and zero-voltage drop optical fibers. In the reply to the inquiry, Glanruo said that the photoelectric mutual sensing business as a whole is hardware and electronic equipment, and the core technology of Glanruo products is mainly reflected in software and algorithms, and there are great differences in the underlying technology, technical threshold, and application subdivision of the two products. Therefore, the two companies do not have the same industry, and Glanruo has not undertaken the original business of photoelectric mutual inductance, and has not continued to carry out actual business activities since 2020.
Although Glanruo did not undertake the original business of photoelectric mutual inductance, there was a situation of undertaking its production, administrative and financial personnel. This includes 12 people, including Yan Meichen, who is currently in the product testing department of the technology research and development center, who is mainly responsible for testing-related work. In addition to the above-mentioned 12 people, Chen Mianzhou, a core technician of Glanruo, has been engaged in research and development as an intern in optoelectronic mutual inductance.
In addition, the prospectus disclosed that Shanghai Xinronge Enterprise Consulting Partnership (Limited Partnership) is an employee shareholding platform of Glanruo, which was established on August 16, 2021, and held 6.10% of the shares of Glanruo as of the date of signing the prospectus. According to the company's information, when the employee shareholding platform was established, Lian Bin subscribed for a capital contribution of 750,000 yuan; At the same time, Lian Bin used to be the financial director of photoelectric mutual inductance.
According to the reply to the inquiry, the financial personnel of Glanruo to undertake photoelectric mutual sensing is Lian Bin, who is currently the deputy general manager of the financial support center in Glanruo. In the reply to the inquiry, the time of the personnel who undertook the photoelectric mutual sensing of Glanruo was not clearly disclosed, and I wonder who Lian Bin worked on at that time when he became a shareholder?