2024-05-15Due to the withdrawal of the issuance and listing application of Guangdong Mingji Hi-Tech Electronics Co., Ltd. and the sponsor, in accordance with Article 62 of the Rules for the Review of Stock Issuance and Listing on the Shenzhen Stock Exchange (Revised in 2024), the Exchange decided to terminate its issuance and listing review.
2023-05-26 Accepted, 2023-06-19 Enquired, 2024-05-15 Terminated (Withdrawn)
Issuers and Sponsors' Responses to the Second Round of Review Inquiry Letters.pdf2024-03-17
There is clarity on the ownership of shares
According to the application documents and the responses to the first round of inquiries, in May 2018, Wang Caixiao and her ex-husband Wang Zhaosheng signed a Divorce Agreement, stipulating that all the shares of Shenzhen Hongjisheng held by Mingji Hi-Tech and Wang Zhaosheng would be owned by Wang Caixiao, and Wang Caixiao would pay Wang Zhaosheng RMB 40 million; In December 2018, Wang Zhaosheng filed a post-divorce property dispute lawsuit with the court on the grounds that Wang Caixiao had not paid the relevant amounts on time and in full as agreed in the Divorce Agreement, and after the first-instance judgment, the parties' appeals, court mediation and other trial procedures, the court mediation agreed that Wang Caixiao would pay Wang Zhaosheng RMB 4 million before November 15, 2020, and the joint property between Wang Caixiao and Wang Zhaosheng was divided.
Shenzhen Stock Exchange Documents
SZSE Shangshen [2024] No. 106
Regarding the termination of Guangdong Mingji Hi-Tech Electronics Co., Ltd
Decision on the review of the initial public offering of shares and listing on the GEM
Guangdong Mingji Hi-Tech Electronics Co., Ltd.:
On May 26, 2023, the Shenzhen Stock Exchange (hereinafter referred to as the Exchange) accepted the application documents for your company's initial public offering of shares and listing on the Growth Enterprise Market in accordance with the law, and reviewed it in accordance with laws and regulations.
A few days ago, your company submitted the "Application of Guangdong Mingji Hi-Tech Electronics Co., Ltd. on the Withdrawal of the Application Documents for the Initial Public Offering of Shares and Listing on the Growth Enterprise Market" to the Firm, and the sponsor submitted the "Guosen Securities Co., Ltd. on the Withdrawal of the Application Documents for the Initial Public Offering of Shares and Listing on the Growth Enterprise Market of Guangdong Mingji Hi-Tech Electronics Co., Ltd." to the Firm. In accordance with the relevant provisions of Article 62 of the Rules for the Review of Stock Issuance and Listing on the Shenzhen Stock Exchange (Revised in 2024), the Exchange has decided to terminate the review of your company's initial public offering and listing on the GEM.
Shenzhen Stock Exchange
May 15, 2024
Cc: Guosen Securities Co., Ltd
Issued by the Listing Review Center of the Shenzhen Stock Exchange on May 15, 2024
Guangdong Mingji Hi-Tech Electronics Co., Ltd. Prospectus (Declaration Draft)
Basic information of the issuer
Name of issuer: Guangdong Mingji Hi-Tech Electronics Co., Ltd
Date of Establishment: 22 April 2003
Joint Stock Company: December 10, 2019
The registered capital is 78.125 million yuan
Legal representative: Wang Caixiao
Registered address and main production and operation address: No. 12, Changfu Road, Qinghutou, Tangxia Town, Dongguan City, Guangdong Province
Controlling shareholder: Wang Caixiao
Actual controllers: Wang Caixiao, Wang Chengfu
Industry Classification: Computer, communication and other electronic equipment manufacturing
The issuer's main business
The company is committed to the research and development, production and sales of precision connection components, and is a high-tech enterprise with comprehensive service capabilities such as scale, high reliability and rapid response in the field of connectors. Precision connection components are composed of connectors, wires and other spare parts, which are the bridge for transmitting signals and connecting currents in electronic equipment, and are widely used in consumer electronics, communications, industrial control security, automobiles and other fields. The company has been deeply engaged in the field of precision connection components for more than 20 years, keeping up with the development trend of the industry and customer needs, with a rich product category, and has formed a business pattern in which computer connection components and mobile phone connection components are the cornerstone of the business, and other types of connection components such as new energy, industrial control and security are developing rapidly.
During the reporting period, the company adopted the direct sales model, entered the customer supply chain system through strict audit processes such as pre-business negotiation, qualification review, on-site factory inspection, and price evaluation, and established a long-term and stable strategic cooperative relationship with it. The company responds to customers' order needs and inventory management needs in a timely manner by combining VMI sales model and general commodity sales model, and enhances market influence and word-of-mouth effect through continuous cooperation with major customers and in-depth secondary development, and further expands potential customers and other application fields in the industry. The company's product sales field has gradually expanded from the computer and mobile phone industry to industrial control security, new energy, medical and other industries, and has established long-term and stable cooperative relations with well-known domestic and foreign enterprises such as Vivo, Lenovo, Huawei, Quanta, Wistron, Dell and other well-known enterprises at home and abroad in the field of computers and mobile phones, and has established cooperation with leading manufacturers in the industry such as Hikvision, CATL, EVE Lithium Energy, Dayun Automobile, Ganfeng Lithium, Mindray Medical and other fields in the fields of industrial control and security, new energy and medical treatment, with a prominent market position. In each period of the reporting period, the company's sales revenue to the top five customers accounted for 59.69%, 56.90%, 56.10% and 48.46% respectively.
The company has a wide range of products, due to the different specifications and performance requirements of different customers for precision connection components, the company mainly determines the production plan according to customer orders, and adopts the production mode of "sales and production". During the reporting period, the company adopted a production mode combining independent production and outsourcing processing, combined with the delivery time of orders and the saturation of its own production capacity, appropriately used the division of labor in the industrial chain, and handed over some products or processes to the outsourcing factory to complete, which is conducive to the company to reasonably reduce production costs and concentrate resources on more core product design and process improvement.
After years of inspection and selection, the company has established a stable procurement channel, adopted a qualified supplier warehousing mechanism and evaluation management mechanism, and carried out strict quality control from the source of procurement. Due to the wide range of product lines and the variety of raw materials required, the company's raw material procurement is generally in accordance with the principle of "production order", mainly based on customer orders, demand forecasts and safety stocks. The company's main raw materials are connectors, electronics, wires, copper and rubber materials, etc., the main material suppliers include Shenglan Technology, Singapore Avnet Co., Ltd., etc., and the main outsourcing suppliers include Hongya Shanxiang Electronics Co., Ltd., Anhui Pinjia Industrial Co., Ltd., Kunshan Oakle Electronic Technology Co., Ltd., etc. During the reporting period, the company's purchases from the top five suppliers accounted for 23.92%, 23.95%, 20.33% and 16.96% respectively.
The company has outstanding technology research and development and innovation capabilities, continuous innovation in product manufacturing technology, and a solid grasp of ultrasonic welding technology, laser welding technology, wiring harness blocking waterproof structure design technology, anti-electromagnetic interference and anti-radiation technology, signal integrity, power battery assembly design technology, new energy connector waterproof technology, vehicle Ethernet connection technology and other core technologies in the field of precision connection components, so that the product performance is stably maintained at the mainstream level of the industry; The company also has insight into the needs of the industrial chain, gradually upgrades the product manufacturing process to automation, intelligence and flexibility, and independently develops automatic equipment such as automatic copper-clad foil machine, automatic welding machine, automatic iron shell assembly and automatic molding machine, which effectively improves production efficiency and product quality. In recent years, the company has successively won the "Industry Contribution Award", "Quality Improvement Award", "Best Delivery Award", "Excellent Quality Award" and other honors awarded by well-known downstream customers, and won the title of "specialized, special and new" small and medium-sized enterprises assessed by the Guangdong Provincial Department of Industry and Information Technology. As of the end of the reporting period, the company and its subsidiaries had 189 patents, including 14 invention patents.
Substantial shareholder and actual controller of the issuer
(1) Controlling shareholder
As of the date of this prospectus, Wang Caixiao directly held 56.25 million shares of the company, accounting for 72.00% of the company's total share capital, and was the controlling shareholder of the company.
Ms. Wang Caixiao, born in 1975, Chinese nationality, no right of permanent residence abroad, ID number is 330323197501******, EMBA. From April 2003 to October 2019, he served as an executive director and general manager of the company; Since November 2019, he has served as the chairman and general manager of the company; Since July 2008, he has also served as the executive director and general manager of Shenzhen Hongjisheng; Since February 2015, he has also served as the chairman of Jiangxi Mingji; Since July 2015, he has also served as the director and general manager of Hong Kong Mingji; Since August 2016, he has also served as an executive director of Dongguan Keqiang.
(2) The actual controller
1. Basic information of the actual controller
As of the date of signing of this prospectus, the actual controllers of the company are Wang Caixiao and Wang Chengfu, and Wang Chengfu is Wang Caixiao's elder brother. Wang Caixiao directly holds 72.00% of the company's shares and serves as the company's legal representative, chairman and general manager; Wang Chengfu directly holds 19.20% of the company's shares and is the company's director and deputy general manager; Wang Caixiao and Wang Chengfu together control 91.20% of the company's shares.
For details of Wang Caixiao's basic information, please refer to "10. Major Shareholders and Actual Controllers of the Issuer" in this section
"(1) Controlling shareholder".
Mr. Wang Chengfu, born in 1970, Chinese nationality, no right of permanent residence abroad, ID number is 330323197007******, college degree. From April 2003 to October 2019, he served as the deputy general manager of the company; Since November 2019, he has served as the director and deputy general manager of the company; Since December 2019, he has also served as an executive director of Guizhou Mingxing; Since February 2015, he has also served as the general manager of Jiangxi Mingji; Since January 2020, he has also served as the executive director and general manager of Hunan Mingji.
During the reporting period, there was no change in the controlling shareholder and actual controller of the company.
2. Basis for determining the actual controller
According to the provisions of the Company Law and relevant opinions on the application of law, the determination of the ownership of the control of a company requires not only the examination of the corresponding equity investment relationship, but also the analysis and judgment of factors such as the substantive impact on the resolution of the issuer's general meeting of shareholders and the board of directors, and the role played in the nomination, appointment and removal of directors and senior management.
(1) Hold a majority stake in the issuer at all times
Wang Chengfu is Wang Caixiao's elder brother and the founder of the company with Wang Caixiao. Since the establishment of the company, Wang Caixiao and Wang Chengfu have always held the majority of the shares of the issuer and are the first and second largest shareholders of the company respectively.
During the reporting period, the shareholdings of the two persons were as follows:
(2) Significant impact on the general meeting of shareholders and the board of directors of the issuer
In the previous shareholders' meetings (shareholders' meetings) and the board of directors, Wang Caixiao and Wang Chengfu have had a significant impact on the company's decision-making on major matters through the exercise of voting rights, and there is a de facto joint control relationship.
(3) Be able to control the operation and management of the issuer
Wang Caixiao has always been the controlling shareholder of the Company, and serves as the Executive Director/Chairman, General Manager and Legal Representative of the Company. Wang Chengfu and Wang Caixiao are both founders of the company, and serve as directors and deputy general managers of the company. Both have significant influence on the nomination, appointment and removal of directors and senior management, and are able to control the operation and management of the issuer.
On July 1, 2023, Wang Caixiao and Wang Chengfu unanimously signed the Agreement on Shareholders Acting in Concert with Guangdong Mingji Hi-Tech Electronics Co., Ltd., which stipulates that Wang Caixiao and Wang Chengfu will take concerted action in the general meeting of shareholders of the issuer, the exercise of relevant rights of the board of directors and other major matters; When there is a difference of opinion between the two parties and no agreement can be reached through negotiation, Wang Caixiao's opinion shall prevail and Wang Caixiao shall make a decision; The agreement is valid for 5 years and is automatically extended for another 2 years if the parties do not object.
The risk of improper control by the actual controller
Prior to the issuance, the actual controllers Wang Caixiao and Wang Chengfu controlled a total of 91.20% of the company's shares, and they respectively served as the company's chairman and general manager, director and deputy general manager, and could determine and substantially influence the company's business policies and decisions. At the same time, the relatives of the actual controller have been serving in the company for a long time, and assume the responsibilities of the secretary of the board of directors and deputy general manager, procurement director, administrative specialist, business manager, external relations manager, assistant to the general manager's office, etc., respectively, and the concentration of controlling interests and the tenure of family members may adversely affect the effectiveness of corporate governance and internal control. The issuer has established corporate governance systems such as the avoidance voting system for related party transactions and the independent director system to avoid the actual controller from harming the interests of the issuer and other shareholders, but the actual controller can still exert significant influence on the company's business policy, investment plan, election of directors and supervisors, profit distribution and other major matters through the exercise of voting rights, and if the control is improper, there is a risk of harming the interests of the company and minority shareholders.
Risk of declining performance
During the reporting period, the company's operating income was 1105.5114 million yuan, 1243.5264 million yuan, 1139.8635 million yuan and 793.4745 million yuan respectively, and the net profit attributable to shareholders of the parent company after deducting non-recurring gains and losses was 58.3258 million yuan, 37.9729 million yuan, 68.5106 million yuan and 30.9562 million yuan respectively, and the overall performance fluctuated to a certain extent. Affected by factors such as the decline in shipments in the downstream 3C industry and the company's new energy business R&D and high investment in fixed assets, the company's net profit attributable to shareholders of the parent company after deducting non-recurring gains and losses will decline to a certain extent in 2023. If the shipments of downstream terminal brands continue to decline in the future, or if there are significant adverse changes in the company's relationship with major customers, the company may have the risk of a decline in operating results.
3. Clear ownership of shares
According to the application documents and the responses to the first round of inquiries, in May 2018, Wang Caixiao and her ex-husband Wang Zhaosheng signed a Divorce Agreement, stipulating that all the shares of Shenzhen Hongjisheng held by Mingji Hi-Tech and Wang Zhaosheng would be owned by Wang Caixiao, and Wang Caixiao would pay Wang Zhaosheng RMB 40 million; In December 2018, Wang Zhaosheng filed a post-divorce property dispute lawsuit with the court on the grounds that Wang Caixiao had not paid the relevant amounts on time and in full as agreed in the Divorce Agreement, and after the first-instance judgment, the parties' appeals, court mediation and other trial procedures, the court mediation agreed that Wang Caixiao would pay Wang Zhaosheng RMB 4 million before November 15, 2020, and the joint property between Wang Caixiao and Wang Zhaosheng was divided.
The issuer is requested to explain the specific implementation of the divorce property division between Wang Caixiao and her ex-husband Wang Zhaosheng and whether there are disputes or disputes, the specific process of payment of relevant funds and the corresponding flow of funds, whether the divorce matters affect the issuer's share ownership, and whether it constitutes a material ownership dispute that may lead to a possible change of control.
The sponsor and the issuer's lawyer are requested to explain the basis and process of verification and express clear opinions, and the quality control kernel department is requested to express clear opinions.
【Issuer's Note】
1. The issuer is requested to explain the specific implementation of the divorce between Wang Caixiao and her ex-husband Wang Zhaosheng and whether there are disputes or disputes, the specific process of payment of relevant funds and the corresponding flow of funds, whether the divorce matters affect the issuer's share ownership, and whether it constitutes a major ownership dispute that may lead to a possible change of control.
(1) The specific implementation of the division of divorce property
1. Involving the implementation of the split of the issuer
The "Divorce Agreement" stipulates: "Mingji Electronic Technology Group Co., Ltd., located in Tangxia Town, Dongguan City, all shares belong to Wang Caixiao. "According to the historical evolution of the issuer, the relevant equity of the issuer has been registered in the name of Wang Caixiao, and Wang Zhaosheng has not directly held the equity of the issuer. According to Wang Zhaosheng's "Confirmation Letter", it was confirmed: "Guangdong Mingji Hi-Tech Electronics Co., Ltd. (hereinafter referred to as Mingji Hi-Tech, formerly known as: Dongguan Mingji Electronic Technology Group Co., Ltd.) and its related subsidiaries are owned by Wang Caixiao (including 20% of the equity of Shenzhen Hongjisheng Technology Co., Ltd. that I once held), and the shares/equity ownership of Mingji Hi-Tech are clear, there are no disputes and disputes, and there is no other agreement. ”
The "Divorce Agreement" stipulates: "The equity held by Wang Zhaosheng, a party located in Shenzhen Hongjisheng Technology Co., Ltd., is owned by Wang Caixiao. According to the industrial and commercial archives of Shenzhen Hongjisheng Technology Co., Ltd. (hereinafter referred to as Shenzhen Hongjisheng), on May 4, 2018, when Wang Caixiao and Wang Zhaosheng signed the Divorce Agreement, Wang Zhaosheng held 20% of the equity of Shenzhen Hongjisheng (the other 80% of the equity was held by the issuer).
On 16 July 2018, Wang Zhaosheng transferred his 20% stake in Shenzhen Hongjisheng to the issuer. According to the "Confirmation Letter" issued by Wang Zhaosheng and Wang Caixiao and the interviews with Wang Caixiao and Wang Zhaosheng, the equity transfer was in accordance with the provisions of the "Divorce Agreement", in order to simplify the procedure, at the request of Wang Caixiao, Wang Zhaosheng directly transferred his equity in Shenzhen Hongjisheng to the issuer, and the relevant equity transfer price was paid directly by the issuer to Wang Caixiao.
According to the interviews and written confirmation of Wang Caixiao and Wang Zhaosheng, the share and equity division involving the issuer and its subsidiaries has been executed, and there is no dispute or dispute between the two parties.
2. Implementation of other divorce property divisions
The Divorce Agreement also divided the couple's multiple properties before marriage, and according to the interviews of Wang Caixiao and Wang Zhaosheng, it was confirmed that the properties had been divided in accordance with the agreement, and there were no disputes or disputes.
The Divorce Agreement also stipulates that "during the existence of the marital relationship between the husband and wife, there shall be no joint creditor's rights to benefit and no joint debts to be repaid." In the future, if creditor's rights or debts are discovered, the creditor's rights handled or established by each party shall benefit from each other, and the debts handled or established by each party shall be paid off by each other, and the two parties shall not interfere with each other. ”
To sum up, Wang Caixiao and her ex-husband Wang Zhaosheng have completed the division of divorced property, and there is no dispute or dispute.
(2) The specific process of the payment of the relevant funds and the corresponding situation of the flow of funds
1. Relevant payments
According to the Divorce Agreement, "the party Wang Caixiao shall pay the party Wang Zhaosheng 40 million yuan, which shall be paid in two installments, the first installment of 20 million yuan shall be paid only on the date of conclusion of this agreement, and the second installment shall be paid before June 2019." ”
In December 2018, Wang Zhaosheng filed a post-divorce property dispute lawsuit with the People's Court of Futian District, Shenzhen, on the grounds that Wang Caixiao had not paid the relevant amounts on time and in full as agreed in the Divorce Agreement, and then Wang Zhaosheng was dissatisfied with the first-instance judgment and appealed to the Shenzhen Intermediate People's Court, and on October 27, 2020, after mediation by the Shenzhen Intermediate People's Court, the parties voluntarily reached a settlement agreement, and the Shenzhen Intermediate People's Court issued the (2019) Yue 03 Min Zhong No. 30089 Civil Mediation Statement, confirming that "Wang Caixiao was issued on November 15, 2020 A one-time payment of RMB 4 million was made to Wang Zhaosheng before the day. "After the division of the joint property between Wang Zhaosheng and Wang Caixiao, neither party can claim any other money from the other party, its company and their children."
(3) The divorce does not affect the issuer's clear ownership of shares, and does not constitute a material ownership dispute that may lead to a possible change of control
According to the Divorce Agreement, Wang Caixiao and Wang Zhaosheng have made a clear division of the ownership of the issuer and related entities, and it is clear that the relevant shares of the issuer belong to Wang Caixiao.
According to the Civil Judgment and the Civil Mediation Document, Wang Zhaosheng asserted during the trial of the case: "The divorce agreement was reached voluntarily by both parties, which is an expression of true intent, and it should be abided by and performed without remorse." The court also made it clear in the judgment: "This court confirms that the Divorce Agreement is the true expression of the intention of the plaintiff and the defendant, and its content is legal and valid, and it is legally binding on both parties." ”
In the post-divorce property dispute between Wang Caixiao and her ex-husband, neither party raised any objection to the equity division of the issuer, and the two parties only disputed the payment of compensation agreed in the divorce agreement.
According to the interview with Wang Caixiao and the statement issued by him, Wang Caixiao and her ex-husband had a clear and undisputed division of the corresponding equity involving the issuer during the divorce process.
According to the interview with Wang Zhaosheng and the Confirmation Letter issued by him, as of December 2020, Ms. Wang Caixiao has paid the relevant amounts agreed in the Divorce Agreement and Civil Mediation Letter, and the relevant litigation has been concluded, and there is no dispute or potential dispute over the division of property and the implementation of the matters agreed in the Divorce Agreement and the Civil Mediation Letter.
To sum up, the divorce of Wang Caixiao and Wang Zhaosheng does not affect the clear ownership of the issuer's shares, and does not constitute a material ownership dispute that may lead to a possible change of control.
【Intermediary Verification】
I. Verification Procedures
1. Collect and verify the "Divorce Agreement" and "Divorce Certificate" of Wang Caixiao and Wang Zhaosheng;
2. Consult and analyze relevant judgments, mediation documents and other materials related to the post-marital disputes between Wang Caixiao and Wang Zhaosheng;
3. Collect and verify Wang Caixiao's relevant flows;
4. Conduct interviews with Wang Caibi and Wang Zhaosheng to understand the division of divorce property, implementation and disputes, as well as confirm whether there are disputes and disputes over the issuer's shares;
5. Receive and inspect the written explanation and confirmation letter issued by Wang Caixiao and Wang Zhaosheng.
2. Verification conclusions
After verification, the sponsor and the issuer's lawyer believe that:
As of the date of issuance of this reply, the division of property between Wang Caixiao and Wang Zhaosheng after marriage has been executed, there is no dispute or dispute, the relevant payment has been paid by bank transfer, and the divorce of Wang Caixiao and Wang Zhaosheng does not affect the clear ownership of the issuer's shares, and does not constitute a major ownership dispute that may lead to a change of control of the issuer.
[Opinions of intermediary quality control and kernel departments]
1. Opinions of the sponsor's quality control kernel department
In accordance with relevant laws and regulations, Guosen Securities has formulated the internal control system of investment banking business, such as the Measures for the Management of the Core of Investment Banking Business and the Measures for the Quality Control of Investment Banking Business, and established three lines of defense of the investment banking department, the investment bank quality control headquarters and the investment banking kernel department. According to the above system, the main review procedures and opinions performed by the quality control and kernel department of the sponsor institution on the matter of "clarity of share ownership" are as follows:
1. Check the "Divorce Agreement" and "Divorce Certificate" of Wang Caixiao and Wang Zhaosheng obtained by the project team;
2. Check the "Civil Judgment" issued by the court of first instance and the "Civil Mediation Letter" issued by the court of second instance of the property dispute case after the divorce between Wang Zhaosheng and Wang Caixiao obtained by the project team;
3. Check the interview records of Wang Caixiao and Wang Zhaosheng by the project team, and the "Confirmation Letter" issued by Wang Caixiao and Wang Zhaosheng obtained by the project team;
4. Review the project team's bank statement verification records of Wang Caixiao's payment of divorce-related payments.
In summary, the quality control and kernel departments of the sponsor have reviewed the procedures performed by the project team, the evidence obtained and the published verification conclusions, and the verification procedures carried out by the project team can support the relevant verification conclusions.
2. Opinions of the issuer's lawyer's core department
Based on the verification procedures performed by the project team and the working papers obtained by the project team on this issue, the core department of the firm has no objection to the content of the project team's reply, verification procedures and opinions on "Question 3 of the Second Round of Inquiry Letter: Clarity of Share Ownership".
Source: Listing of the company