laitimes

TWS's actual controller has illegally transferred funds overseas, and Cirrus Aircraft's fundraising and investment project is suspicious

author:Phoenix.com Finance

Company dynamics:

【Xiangyun shares terminate the IPO on the main board of the Shanghai Stock Exchange】

On May 15, the website of the Shanghai Stock Exchange announced the decision to terminate the review of the initial public offering of shares of Hubei Xiangyun (Group) Chemical Co., Ltd. (hereinafter referred to as "Xiangyun Shares") and listing on the main board of the Shanghai Stock Exchange. The company is mainly engaged in the production and sales of phosphate fertilizers and compound fertilizers, and its sponsor is Changjiang Securities Underwriting and Sponsorship Co., Ltd., and the sponsor representatives are Wang Jue and Fang Xueting.

【铭基高科终止创业板IPO】

On May 15, the website of the Shenzhen Stock Exchange announced the decision to terminate the review of the initial public offering of shares of Guangdong Mingji Hi-Tech Electronics Co., Ltd. (hereinafter referred to as "Mingji Hi-Tech") and listing on the GEM. The company originally planned to raise 401.3496 million yuan for the Mingji Hi-Tech Electronics Headquarters Project (Phase I), R&D Center Construction Project, and replenishment of working capital. Its sponsor is Guosen Securities Co., Ltd., and the sponsor representatives are Wang Lin and Wang Luqi.

【Huahai Haitian Launches A-share IPO Counseling】

Hangzhou Huahai Haitian Technology Co., Ltd. (hereinafter referred to as "Huahai Haitian") went through the counseling registration with the Zhejiang Securities Regulatory Bureau on May 15, and planned to make an initial public offering of shares and go public, and the counseling brokerage was China Securities Securities. Founded in 2001, Huahai Haitian has been committed to the research and development, production and sales of new digital materials (such as sublimation transfer digital materials and heat transfer paper-based hot stamping films), water-based printing inks, food packaging paper and its functional films, etc., all of which serve the field of green environmental protection.

Corporate Public Opinion:

[TWS New Energy IPO: Gross profit margin fell three times and was questioned! ] The actual controller has illegally transferred more than 70 million funds overseas]

As early as June 24, 2022, TWS officially submitted its GEM listing application to the Shenzhen Stock Exchange and was accepted, and it was approved at the meeting on February 17, 2023, but 453 days have passed and it has not yet been approved to submit for registration. With TWS completing the submission of relevant financial information on May 10, 2024, this may indicate that the progress of its IPO will enter the next review stage.

According to the data, TWS's comprehensive gross profit margin was still maintained at 12.47% in 2020, but it fell to 10.65% in 2021, and further fell to 9.43% in the first half of 2023. At that time, in the Shenzhen Stock Exchange's inquiry before the IPO of TWS, questions about its gross profit margin had been lingering in two inquiries and feedback. Thirty-three days before TWS was about to embark on the GEM Listing Committee meeting, the Shenzhen Stock Exchange also requested TWS to provide sufficient risk warnings on the small business scale and low comprehensive gross profit margin in the implementation letter of the review center.

In this IPO, TWS has attracted the most attention from the outside world because of the fact that the actual controller's foreign exchange violation exceeded 70 million yuan on the eve of the declaration. Liang Changming, the chairman, general manager and actual controller of TWS, The remittance of RMB funds totaling 72,588,800 yuan through the domestic bank accounts of Liang Changming and his controlled entities such as Mingmei Technology and TWS Communications to the domestic enterprise and individual bank accounts designated by the foreign exchange company, and receiving a total of 79,899,200 Hong Kong dollars through the overseas bank accounts and cash of Liang Changming and the United Energy Products Co., Ltd. controlled by Liang Changming and his control, constituted a foreign exchange violation. The prospectus and reply letter disclosed that the reason why Liang Changming violated the law was mainly due to the division of divorce property. (Source: Huiju Finance)

[The actual controller of MiG New Materials subscribed and contributed capital after cashing out, and the financing of 600 million yuan within one year is still replenished]

MiG New Materials, which was born in March 2019, has won the favor of dozens of investors in just a few years since its establishment, and once swelled from a start-up company whose shareholders could not pay the registered capital to a capital darling with a valuation of 2.6 billion yuan. Under the "stars holding the moon", MiG New Materials applied for the GEM IPO in June 2023 and successfully passed the meeting on January 26 this year. In this IPO, MiG New Materials plans to raise 501.7698 million yuan, of which 100.00 million yuan will be used to supplement working capital.

In March 2019, when MiG New Materials was established, Chen Xinhua, Yuan Zhiwei and Peng Jianlin invested 69 million yuan, 21 million yuan and 10 million yuan respectively. According to the prospectus, in December 2021 and April 2022, MiG New Materials implemented two equity transfers, both of which were Chen Xinhua, and the second transfer made it very fruitful. Based on the estimated annual revenue and profit in 2022, the pre-investment valuation of MiG New Materials reached 1.600 billion yuan. Chen Xinhua transferred a total of 4,362,330 yuan of registered capital held by him to 11 external investors, and the transfer price was 20.63 yuan/registered capital, and Chen Xinhua cashed out 90 million yuan in this transfer. After the completion of the above-mentioned equity transfer and the shareholding reform, Chen Xinhua subscribed a registered capital of 45.6407 million yuan to MiG New Materials. According to the annual report of Qixin.com, Chen Xinhua paid in the registered capital on November 6, 2022, and the source of funds is self-evident.

It is worth noting that MiG New Materials also implemented a capital increase before the second equity transfer, and the valuation and registered capital price in the short term are quite different. In January 2022, the registered capital of MiG New Materials increased from 70 million yuan to 77.552632 million yuan, which was subscribed by 5 external investors at a price of 10.86 yuan / registered capital, and the pricing was based on the pre-investment valuation of 760 million yuan based on the semi-annual operation in 2021 and the expected profit for the whole year of 2022. This is more than double the price at which Chen Xinhua transferred shares to 11 external investors during the second equity transfer of MiG New Materials in April 2022. (Source: Yicaixin)

[Sell an aircraft to earn 1.5 million, Cirrus Aircraft, which is not short of money, wants to be listed on the Hong Kong stock market, and the fundraising project is suspicious]

Recently, Cirrus Aircraft disclosed a prospectus to be listed on the Hong Kong Stock Exchange. Cirrus Aircraft mainly sells private jets, with a private jet selling for as little as $4.5 million, and the company making a profit of at least $1.5 million. It should be noted that although the product is more profitable, the company is facing the phenomenon of reducing orders from large customers and "halving" the net order volume in 2023. According to the prospectus, from 2021 to 2023, Cirrus Aircraft's net aircraft orders will be 941, 1,035 and 519 respectively.

It is puzzling that there are no R&D expenses in Cirrus Aircraft's income statement. Cirrus Aircraft stated in the declaration draft that during the reporting period, the company's product research and development investments were US$23 million, US$39 million, and US$49 million, respectively, and as of the end of 2023, Cirrus Aircraft has a product R&D team of 364 employees. At the same time, one of the uses of the company's Hong Kong IPO fundraising is also related to research and development. Its R&D expenses are not recorded in the income statement because of the capitalization of all R&D. It is reported that during the reporting period, the intangible assets of Cirrus Aircraft were US$226 million, US$231 million and US$245 million respectively, and these assets included the R&D costs of Cirrus Aircraft. So, why do all Cirrus aircraft R&D have to be capitalized?

In addition, Cirrus Aircraft's fundraising project is also debatable. According to the prospectus, Cirrus Aircraft also intends to raise some funds for working capital and general corporate purposes. It should be pointed out that as of the end of 2021, the end of 2022, and the end of 2023, Cirrus Aircraft's cash and cash equivalents were US$181 million, US$243 million, and US$247 million, respectively, the borrowings of current liabilities were US$15.36 million, US$8.044 million, and US$11.801 million, and the borrowings of non-current assets were US$56.313 million, US$67.65 million, and US$55.949 million, respectively, that is, Cash and cash equivalents are sufficient to cover the company's borrowings. So, with nearly $250 million on the books, does Cirrus Aircraft still need to raise funds to supplement working capital? (Source: Titanium Media APP)

[Zhengmei Machinery's Hengda Intelligent Control withdrew its IPO: the first batch of on-site inspection lists this year, and the three-year "clearance" dividend of 1.4 billion yuan]

A few days ago, an IPO company, Hengda Intelligent Control, and its sponsor, China Securities Construction Investment Securities, submitted an application to withdraw their initial offering to the Shanghai Stock Exchange, thus hastily ending their IPO journey for more than half a year. The reason why the company's withdrawal has attracted so much attention is that the company is also the first batch of initial offering applicants in 2024 to conduct on-site inspection and lottery enterprises. The controlling shareholder of Hengda Intelligent Control is Zheng Coal Machinery, holding 86.23% of Hengda Intelligent Control.

Although the exchange only disclosed the termination of the IPO of Hengda Intelligent Control on May 11, it can be seen from Zheng Coal Machinery's announcement that it held a board of directors and board of supervisors on April 26 to deliberate and approve the proposal to terminate the spin-off of its subsidiaries to be listed on the Science and Technology Innovation Board. Zheng Coal Machinery also promised that within one month after the announcement of the termination of the spin-off of Hengda Intelligent Control to the listing of the Science and Technology Innovation Board, it will no longer plan major asset restructuring (including spin-off listing).

It should be noted that from 2020 to 2022, Hengda Intelligent Control has paid large dividends, which are 350 million yuan, 300 million yuan, and 750 million yuan respectively, totaling 1.4 billion yuan, accounting for about 83% of the total net profit in the past three years. (Source: Jiemian News)