Recently, the information disclosed by the Shanghai Stock Exchange shows that Zhengzhou Hengda Intelligent Control Technology Co., Ltd. (hereinafter referred to as "Hengda Intelligent Control") and its sponsor China Securities have withdrawn their listing application documents. As a result, the Shanghai Stock Exchange decided to terminate its review of the company's initial public offering and listing on the STAR Market.
According to Beduo Finance, Hengda Intelligent Control submitted a prospectus in September 2023 to be listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and originally planned to raise 2.5 billion yuan, which will be used for the construction project of intelligent manufacturing demonstration base for intelligent products in coal mines, the construction project of R&D experimental center for intelligent products in coal mines, the R&D and industrialization projects of intelligent liquid supply systems, and the replenishment of working capital.
Tianyancha App shows that Hengda Intelligent Control was established in April 1999 and was formerly known as Zhengzhou Coal Machinery Hydraulic and Electronic Control Co., Ltd. At present, the registered capital of the company is 360 million yuan, the legal representative is Luo Kaicheng, and Zheng Coal Machinery (SH: 601717, HK: 00564) is its controlling shareholder.
According to the prospectus, Hengda Intelligent Control is mainly engaged in the research and development, production and sales of coal intelligent mining control system technology and products, and realizes the increase of safety, reduction of personnel and efficiency of coal production by providing customers with a complete set of intelligent mining control systems, and drives the safe and efficient production of coal.
Previously, Zheng Coal Mining Machinery had said in the spin-off announcement that after the completion of the spin-off, Zheng Coal Mining Machinery will further focus on fully mechanized coal mining equipment manufacturing and auto parts business, and Hengda Intelligent Control will be independently listed as the company's subordinate entity specializing in coal intelligent mining control system and its core components business to achieve professional operation.
On April 26, Zheng Coal Machinery issued an announcement, saying that the fourth meeting of the company's sixth board of directors and the fourth meeting of the sixth board of supervisors deliberated and passed the "Proposal on Terminating the Spin-off of its Subsidiaries to the Listing on the Science and Technology Innovation Board", and agreed to terminate the spin-off of Hengda Intelligent Control to the Science and Technology Innovation Board and withdraw the relevant listing application documents.
As for the reason for the termination, Zheng Coal Machinery said that based on the current market environment and other factors, in order to make overall arrangements for the business development and capital operation planning of Hengda Intelligent Control, after full communication and prudent argumentation with relevant parties, the company decided to terminate the spin-off of Hengda Intelligent Control to the listing on the Science and Technology Innovation Board of the Shanghai Stock Exchange and withdraw the relevant listing application documents.
In the prospectus, Hengda Intelligent Control cited Gewu Zhisheng statistics that in 2022, the company's electro-hydraulic control system and intelligent integrated management and control system will have a domestic market share of 38% and 40% respectively, ranking first in China; In 2022, the domestic market share of Hengda Intelligent Control Hydraulic Control System will reach 28%, which is also among the top in China.
In 2020, 2021, 2022 and the first quarter of 2023, the operating income of Hengda Intelligent Control was 1.454 billion yuan, 1.850 billion yuan, 2.428 billion yuan and 610 million yuan respectively, the net profit attributable to the parent company was 420 million yuan, 523 million yuan, 733 million yuan and 209 million yuan respectively, and the net profit after deducting non-profits was 370 million yuan, 479 million yuan, 711 million yuan and 209 million yuan respectively.
According to Bedo Finance, the main business of Hengda Intelligent Control can be divided into two categories: intelligent mining control system solutions and accessories. During the reporting period, the electro-hydraulic control system (ZES) system contributed revenue of 708 million yuan, 758 million yuan, 1.044 billion yuan and 228 million yuan respectively, accounting for about 50% of its main business income.
However, Hengda Intelligent Control relies heavily on related party transactions with the parent company. During the reporting period, the sales amount of Hengda Intelligent Control to Zhengmei Machinery and other subsidiaries controlled by it were 475 million yuan, 596 million yuan, 816 million yuan and 167 million yuan respectively, accounting for 32.69%, 32.23%, 33.60% and 27.46% of its total revenue.
In addition, the sales amount of Hengda Intelligent Control to Zhengzhou Suda Industrial Machinery Services Co., Ltd. and other related parties were 20.7303 million yuan, 32.4881 million yuan, 70.8514 million yuan and 11.7339 million yuan respectively, accounting for 1.43%, 1.76%, 2.92% and 1.93% of the company's operating income respectively.
Hengda Intelligent Control also admitted in the prospectus that if the company fails to expand third-party customers in a timely manner, once the operation of related party customers such as Zheng Coal Mining Machinery has major adverse changes due to macroeconomic and industrial policy adjustments, industry prosperity decline or market competition, it will have an adverse impact on its operation and performance.
In particular, Hengda Intelligent Control has paid large dividends many times, reaching the level of "clearance dividends". In 2020, 2021 and 2022, the company paid cash dividends of 350 million yuan, 300 million yuan and 750 million yuan respectively, with a cumulative dividend of about 1.4 billion yuan in three years.
For this kind of surprise dividends, the "National Nine Articles" issued not long ago pointed out that listed companies will be strictly supervised. Among them, it is emphasized that information disclosure and corporate governance supervision should be strengthened, the system of shareholding reduction rules should be comprehensively improved, and the supervision of cash dividends of listed companies should be strengthened, so as to promote listed companies to enhance their investment value.
At the same time, the "Opinions on Strictly Controlling the Access to Issuance and Listing and Improving the Quality of Listed Companies from the Source (Trial)" issued by the China Securities Regulatory Commission on March 15 this year also made it clear that it is strictly concerned about whether the enterprises to be listed have pre-listing surprise "clearance" dividends, etc., strictly prevent and strictly investigate, and implement negative list management.
Before this listing, the controlling shareholder of Hengda Intelligent Control was Zheng Coal Mining Machinery. According to the disclosure in the prospectus, Hongyi Investment and its concerted actor Henan Assets hold a total of 19.94% of the shares of Zhengmei Machinery, thus indirectly holding 16.95% of the shares of Hengda Intelligent Control, and are the indirect controlling shareholders of Hengda Intelligent Control.