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Termination of Shenlei Technology's IPO: Some shareholders withdrew early, and Xia Jun and Li Wei were the actual controllers

author:Bedo Finance

Recently, according to the information disclosed by the Shenzhen Stock Exchange, Shenzhen Shenlei Technology Co., Ltd. (hereinafter referred to as "Shenlei Technology") withdrew its listing application, and the sponsor, CITIC Securities, withdrew its sponsorship. As a result, the Shenzhen Stock Exchange decided to terminate the review of the company's initial public offering and listing on the main board.

Termination of Shenlei Technology's IPO: Some shareholders withdrew early, and Xia Jun and Li Wei were the actual controllers

According to Beduo Finance, Shenlei Technology submitted a prospectus in June 2023 to be listed on the main board of the Shenzhen Stock Exchange, and originally planned to raise 1.501 billion yuan, which will be used to expand the distribution business product line project, ABP and R&D center construction projects, and replenish working capital.

Tianyancha App shows that Shenlei Technology was established in June 2016 and was formerly known as Shenzhen Yikuyi Supply Chain Network Service Co., Ltd. At present, the registered capital of the company is about 170 million yuan, the legal representative is Xia Jun, and the shareholders include Intel Capital, Dongfang Fuhai, Shenzhen Investment Holdings, Tongchuangweiye, etc.

Termination of Shenlei Technology's IPO: Some shareholders withdrew early, and Xia Jun and Li Wei were the actual controllers

According to the prospectus, Shenlei's main business is the distribution and technical support of electronic components, providing customers with comprehensive solutions for electronic components and integrated circuit applications. According to reports, the company realizes the sales of electronic components to customers by providing technical support services, so as to obtain main business income.

For the original factory, Shenlei Technology recommends the original electronic components and industrial chain products to downstream customers, recommends the latest technologies and products to customers, and timely and accurately feedback customer needs to the original factory. For customers, Shenlei Technology supports customers to achieve the goal of low-cost operation in the whole process of R&D and design, sample application, small batch trial production and batch order.

In terms of upstream product line resources, the brands represented by Shenlei Technology include Broadcom, Panasonic, Murata, CXMT, Synaptics, Gigadevice, Nuvoton, Rohm, Giantec, UPI, etc.

In terms of downstream customer resources, Shenlei's products cover data centers, network communications, industrial automation, automotive electronics and consumer electronics, and have customers such as Ruijie Network, Wuhan Fiberhome, ZTE, Lianzhou International, New H3C, Tianhong Group, DJI Baiwang, BYD, Huaqin Technology, CATL and Inovance.

In July 2020 and September 2021, Shenlei Technology also purchased the manufacturing and sales rights of audio codec and intelligent audio and video codec chips from Synaptics, respectively, and signed licensing agreements with relevant IP rights holders such as ARM, Synopsys, Imagination and VeriSilicon.

In digital audio devices, audio codec chips are commonly used for audio data compression and decompression while maintaining high-quality audio information input and output. According to the prospectus, the main customers corresponding to the audio codec chip of Shenlei Technology are Lenovo, Honor, Tongfang, Samsung, etc.

In 2020, 2021, 2022 and the first half of 2023, the revenue of Shenlei Technology will be about 4.979 billion yuan, 6.685 billion yuan, 7.234 billion yuan and 4.097 billion yuan respectively, the net profit will be 147 million yuan, 156 million yuan, 110 million yuan and 35.8468 million yuan respectively, and the net profit after deducting non-profits will be 170 million yuan, 168 million yuan, 106 million yuan and 37.3925 million yuan respectively.

Termination of Shenlei Technology's IPO: Some shareholders withdrew early, and Xia Jun and Li Wei were the actual controllers

Although advertised as a technology company, Shenlei Technology's revenue is mainly derived from the distribution business. During the reporting period, the company's distribution business revenue was 4.974 billion yuan, 6.620 billion yuan, 7.149 billion yuan and 4.074 billion yuan respectively, accounting for 99.89%, 99.02%, 98.83% and 99.44% of its main business income respectively.

In this regard, in the first round of inquiry, the Shenzhen Stock Exchange asked Shenlei Technology to explain the comparison between the number of major brands and product lines represented by it and comparable companies in the same industry, the sales share of the company's related products in the Chinese market, and the position of the relevant brand supplier system.

At the same time, Shenlei Technology is required to explain the stability of the company's relevant authorized agents and whether there is a significant dependence on the agency brand based on its own cooperation history with major brand manufacturers, the changes in the agent brand and product line during the reporting period and the reasons.

Combined with the development trend, business model, technical threshold and industry barriers of the domestic electronic components distribution industry, and the changes in revenue ranking and market share of Shenlei Technology and comparable companies in the same industry since 2016, this paper illustrates the competition pattern and change trend of electronic components distribution, and its impact on its industry status and competitiveness.

Combined with the comparison with comparable companies in the same industry in the market position of agent brands and products, the types of customers covered, product application fields and types, financial strength, business scale, performance and other key indicators, it is explained whether the product line and product model of Shenlei Technology are mainstream, the specific embodiment of market competitiveness and industry representativeness.

It is worth mentioning that Shenlei Technology had planned to go public overseas. According to the prospectus, the company's main assets had been set up from 2015 to 2016 with YKY HOLDINGS as the main body of the red-chip structure, planning to be listed overseas, and then due to the shelving of the overseas listing plan and the decision to start domestic restructuring, the relevant red-chip structure began to be dismantled in mid-2016.

In June 2016, in order to realize the translation of domestic and foreign shareholders' equity, Xia Jun and Li Wei, the actual controllers of Shenlei Technology, established the predecessor Shenlei Co., Ltd. through Shenlei Development; In July 2016, Shenlei Development transferred its 23.608% equity interest in Shenlei Co., Ltd. to relevant shareholders, realizing the transfer of the beneficial shareholders of YKY HOLDINGS to the level of Shenlei Co., Ltd.

At the same time, through the establishment of new entities at home and abroad and equity transfer, Shenlei Technology integrated the main domestic and foreign business entities (such as Hong Kong Xinlei, IC-TRADE, Shenzhen Xinlei, Shenzhen Yikuyi, etc.) into Shenlei Co., Ltd. At this point, the dismantling of the red-chip structure is complete.

When the equity of domestic and foreign shareholders was transferred, after SBCVC and Prosper Pointer withdrew from YKY HOLDINGS overseas, Ningbo Softbank (corresponding to SBCVC) and Beijing Harmony (corresponding to Prosper Pointer) both acquired the limited equity of Shenlei Limited at a consideration of 5.38 yuan/registered capital, with shareholding ratios of 3.70% and 1.54% respectively, and the shareholding ratios before and after the translation changed.

Jiaxing Xinghe did not contribute capital at the overseas level, and acquired the equity at a consideration of 8.45 yuan/registered capital, with a shareholding ratio of 2.31%; The third-party shareholders who did not actually register were all transferred to the equity at a consideration of 1 yuan, with a total shareholding ratio of 16.05%. Except for Hongwen Information and Hongwen Network, they have all withdrawn from Shenlei Technology by transferring equity to Shenlei Development before May 2019.

In this regard, the Shenzhen Stock Exchange requested Shenlei Technology to explain the specific process of the transfer of YKY HOLDINGS' beneficial shareholders to China, the corresponding relationship between the number and proportion of shares held by relevant shareholders at home and abroad before and after the transfer, the reasons for the difference and the reasonableness, the reasons for the withdrawal of relevant shareholders, the basis for determining the consideration and the settlement situation, etc.;

the reasons for the withdrawal of relevant domestic shareholders from Shenlei Technology after the translation, the pricing basis and fairness of the relevant equity transfer, the payment of the equity transfer, and whether there are interest arrangements such as repurchase; All aspects of the establishment and dismantling of the red-chip structure and the withdrawal of some shareholders, whether the relevant entities have nominee holding behavior, whether there are ownership disputes or potential disputes, etc.

At the same time, it explains the specific process and legal compliance of YKY HOLDINGS' business, assets and personnel integrated into Shenlei Technology after the dismantling of the red-chip structure, and the specific impact of the relevant adjustments on the company's production and operation, the control structure of the actual controller and the management.

Before this listing, the controlling shareholder of Shenlei Technology was Shenlei Development, which directly held 38.9082% of the shares. According to the prospectus, Xia Jun and Li Wei are the actual controllers of the company, and the two indirectly hold a total of 41.6497% of the shares through Diocesan Technology and Shenlei Development, and indirectly control 48.1239% of the company's shares in total.

According to reports, they hold 75% and 25% of the shares of Diocesan Technology respectively, and Diocesan Technology holds 100% of the shares of Shenlei Development. Among them, Xia Jun serves as the chairman and general manager of Shenlei Technology, and Li Wei is the director of the company, and the two are husband and wife, both of whom have permanent residency in Hong Kong.

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