Source: China Economic Network
China Economic Network Beijing, March 26, after 4 consecutive days of up and down, Changling Hydraulics (605389.sh) opened the board today, the lowest price in the intraday was 75.50 yuan, down 0.03%. As of the close, Changling Hydraulics was reported at 83.07 yuan, with a turnover of 1.135 billion yuan, a turnover rate of 58.31%, and a total market value of 8.085 billion yuan.
On March 22, 2021, Changling Hydraulics was listed on the main board of the Shanghai Stock Exchange, and publicly issued 24.3334 million shares at an issue price of 39.40 yuan, raising a total of 959 million yuan and raising a net amount of 895 million yuan.
The actual net fundraising of Changling Hydraulics was 106 million yuan less than the net amount originally planned to be raised. The prospectus disclosed by Changling Hydraulics on the website of the China Securities Regulatory Commission on September 16, 2020 shows that the net amount of funds originally planned to be raised by the company was 1.001 billion yuan. The fundraising of Changling Hydraulics will be used for "Hydraulic Slewing Joint Expansion Project", "Tensioning Device Relocation and Expansion Project", "Intelligent Manufacturing Reconstruction Project", "R&D Trial Production Center Upgrade Construction Project" and "Supplementary Working Capital".
On October 22, 2020, at the 151st meeting of the 18th NDRC in 2020, Changling Hydraulics passed the meeting. The main questions asked by the NDRC meeting about the elderly hydraulics are:
1. During the reporting period, the revenue of the issuer's top five customers accounted for more than 75%, and the growth rate of operating income was different from that of comparable companies in the same industry and major downstream customers. Representatives of the issuer are requested to: (1) explain whether the issuer has a significant dependence on major customers and whether the cooperation with major customers is stable and sustainable in light of the issuer's product competitiveness, customer concentration, cooperation agreement and changes in the issuer's supply share of similar products to major customers during the reporting period; (2) explain the reasons and rationality of the difference between the issuer's operating income growth rate and comparable companies in the same industry and downstream major customers during the reporting period, and the reasons for the significant slowdown in the growth rate in 2019. Whether there are unfavorable factors restricting or affecting the issuer's ability to continue to operate; (3) explain whether the issuer has major operating indicators and the risk of order decline in light of the matching ratio of the issuer's sales to the customer's production and sales, the issuer's products leaving the warehouse, the customer's purchase of the issuer's products in each period and the inventory; (4) whether the issuer has the main operating indicators and the risk of order decline in combination with the changes in orders in hand at the end of each reporting period, the impact of the new crown epidemic, the performance realization in the first three quarters of 2020 and the expected annual results, Whether it will have a material adverse effect on the issuer's ability to continue as a going concern. Ask the sponsor representative to explain the basis and process of the verification, and issue a clear verification opinion.
2. The invention patent for "hydraulic central rotary body" (patent number zl200410014594.8) held by the issuer was declared invalid in May 2018. The representative of the issuer is requested to: (1) explain the status and role of the "hydraulic central rotary body" invention patent in the issuer's central slewing joint product, and whether it belongs to the core patent of the product; (2) whether the patent is declared invalid on the production of the issuer's related products and the acquisition of customer orders; (3) explain whether there are significant adverse changes in other patents or technologies used by the issuer and related countermeasures; (4) combined with the actual situation of the patent being declared invalid and the possible impact on other application patents, Indicate whether the expression of all patent contents in the application materials is true, accurate and complete. Ask the sponsor representative to explain the basis and process of the verification, and issue a clear verification opinion.
3. During the reporting period of the issuer, there were problems such as related party fund lending, irregular bank loan entrusted payment, irregular use of bills, and imperfect internal control of income, cost and expense. The representative of the issuer is requested to explain: (1) whether the financial accounting involved in the relevant irregular behavior is true and accurate, whether there is a situation in which the funds of related parties are occupied and the performance is whitewashed through the circulation of in vitro funds; (2) whether the relevant irregular behavior violates relevant laws and regulations, whether it is subjective and intentional, and constitutes a major violation of laws and regulations; (3) the rectification measures and rectification effects of the relevant irregular behavior, and whether the relevant internal control can reasonably ensure the legal compliance of the issuer's operation and the reliability of financial reports. Whether there are circumstances that affect the conditions of the offering. Ask the sponsor representative to explain the basis and process of the verification, and issue a clear verification opinion.
The total cost of the issuance of Changling Hydraulics was 63.7461 million yuan, of which Huatai United Securities Co., Ltd. obtained sponsorship and underwriting fees of 45 million yuan.
In the past four and a half years, the cash received by Changling Hydraulics from the sale of goods and the provision of labor services has always been much lower than the revenue of the same period, less than 70% of the revenue of the same period.
From 2016 to 2019 and from January to June 2020, the operating income of Changling Hydraulics was 136 million yuan, 325 million yuan, 559 million yuan, 610 million yuan and 402 million yuan, respectively; the cash received from the sale of goods and the provision of labor services was 84.9494 million yuan, 201 million yuan, 351 million yuan, 418 million yuan and 267 million yuan, respectively; the proportion of cash received from the sale of goods and services was 62.31%, 61.72%, respectively. 62.77%、68.52%、66.36%。
In the same period above, the company's net profit was 17.0431 million yuan, 76.8422 million yuan, 160 million yuan, 170 million yuan and 116 million yuan, respectively, and the net cash flow from operating activities was 19.8348 million yuan, 57.500 million yuan, 91.5062 million yuan, 130 million yuan and 69.0605 million yuan, respectively. In the three-and-a-half years from 2017 to 2019 and the first half of 2020, the net cash flow generated by the operating activities of Changling Hydraulics was less than the net profit of the same period.
In 2020, the company achieved operating income of 867 million yuan, up 42.15% year-on-year, net profit of 236 million yuan, up 38.72% year-on-year; net cash flow from operating activities was 206 million yuan, an increase of 58.42% year-on-year.
The company expects to achieve an operating income range of about 245-275 million yuan in the first quarter of 2021, up about 60%-80% year-on-year; it is expected to achieve a net profit range of about 56-64 million yuan attributable to the owners of the parent company, and a net profit range attributable to the owners of the parent company after deducting non-recurring gains and losses of about 55-63 million yuan, up about 27%-45% year-on-year.
Elderly hydraulic liabilities doubled last year. In 2020, the company's total assets were 1.027 billion yuan, an increase of 48.34% year-on-year, and the total liabilities were 312 million yuan, an increase of 102.37% year-on-year.
The financial data disclosed in the prospectus of Changling Hydraulics has a situation of data "fighting". The prospectus disclosed in April 2019 is inconsistent with the financial data for 2017 and 2018 in the two versions of the prospectus updated in 2020, including operating income, net profit, net profit attributable to shareholders of the parent company, assets, liabilities, etc.
The prospectus disclosed by Changling Hydraulics in April 2019 shows that in 2017 and 2018, Its operating income was 324.093 million yuan and 558.7991 million yuan, operating profit was 91.5733 million yuan and 184.7636 million yuan, total profit was 91.3325 million yuan and 184.0903 million yuan, net profit was 76.4346 million yuan and 159.5897 million yuan, and net profit attributable to the shareholders of the parent company was 76.4346 million yuan and 159.5897 million yuan, respectively.
Long Age Hydraulic Prospectus (Draft Filing dated April 22, 2019)
In the two versions of the prospectus updated in 2020, in 2017 and 2018, the operating income of Changling Hydraulics was 325.3498 million yuan and 558.597 million yuan, respectively The operating profit was 325.3498 million yuan and 558.597 million yuan, the operating profit was 92.0555 million yuan and 184.6716 million yuan, the total profit was 91.8147 million yuan and 183.9984 million yuan, the net profit was 76.8422 million yuan and 159.5165 million yuan, and the net profit attributable to the shareholders of the parent company was 76.8422 million yuan and 159.5165 million yuan, respectively.
Long-term Hydraulic Prospectus (Draft Filing submitted on September 1, 2020)
The calculation shows that in the 2020 prospectus and the 2019 version of the prospectus, in 2017 and 2018, the operating income of the elderly hydraulics was different (2020 prospectus data minus the 2019 prospectus data, The same below) 1.2568 million yuan and -202,100 yuan, operating profit difference of 482,200 yuan and -92,000 yuan, total profit difference of 482,200 yuan and -9.19 million yuan, net profit difference of 407,600 yuan and -73,200 yuan, net profit attributable to shareholders of the parent company of 407,600 yuan and -73,200 yuan, respectively.
In addition, the asset and liability data of Changling Hydraulics in 2017 and 2018 are also not matched. The prospectus disclosed by Changling Hydraulics in April 2019 shows that in 2017 and 2018, Its total assets were 461.5626 million yuan and 521.0858 million yuan, the total current assets were 340.0855 million yuan and 354.1474 million yuan, the total liabilities were 157.2992 million yuan and 156.3788 million yuan, the current liabilities were 145.49 million yuan and 143.8437 million yuan, and the total equity attributable to the shareholders of the parent company was 304.2633 million yuan and 364.7070 million yuan, respectively.
In the two versions of the prospectus updated in 2020, in 2017 and 2018, The total assets of Changling Hydraulics were 462.8658 million yuan and 522.1862 million yuan, the current assets were 341.3613 million yuan and 355.2236 million yuan, the total liabilities were 157.7045 million yuan and 156.6546 million yuan, the current liabilities were 145.8953 million yuan and 144.1194 million yuan, and the total equity attributable to the shareholders of the parent company was 305.1612 million yuan and 365.5316 million yuan, respectively.
In addition, there are inconsistencies in the sales revenue of the top five customers disclosed in the prospectus of Changling Hydraulics.
The prospectus submitted by Changling Hydraulics in April 2019 shows that the sales revenue of the company's top five customers in 2017 and 2018 totaled 249.9178 million yuan and 438.2466 million yuan respectively; while the updated prospectus shows that the sales revenue of the company's top five customers in the same period was 250.4554 million yuan and 441.279 million yuan, respectively, and the difference between the before and after data was 537,600 yuan and 3.0324 million yuan, respectively.
It has to be mentioned that Changling Hydraulics received a warning letter from the CSRC during the IPO queue.
On April 29, 2020, due to the problems of Changling Hydraulics not disclosing the loan of funds with a third party, not disclosing the issuance and endorsement of bills without real trading background, the CSRC took administrative supervision measures against it by issuing a warning letter.
After receiving the warning letter from the CSRC, Changling Hydraulics replaced the sponsor. Both the prospectus disclosed by the Company in April 2019 and the prospectus updated on May 8, 2020 indicate that its sponsor is GF Securities Co., Ltd. In August 2020, Changling Hydraulics signed the Sponsorship Agreement and the A-Share Lead Underwriting Agreement with Huatai United Securities, agreeing that Huatai United Securities would act as the sponsor and lead underwriter of the Company's public offering of shares, and undertake the underwriting sponsorship and continuous supervision of the Company's issuance of RMB ordinary shares in the domestic securities market.