Shenzhen Business Daily Reading Client Reporter Chen Linlin
On June 26, the public offering and listing process on the website of the Beijing Stock Exchange showed that Huainan Wantai Electronics Co., Ltd. (hereinafter referred to as "Wantai Shares" or "the Company"), which was once a company listed on the New Third Board, updated its response to the first round of inquiries.
On December 27, 2023, under the guidance of Guoyuan Securities Co., Ltd., the company has passed the guidance and acceptance of the Anhui Supervision Bureau of the China Securities Regulatory Commission. On December 29, 2023, it has been officially accepted by the Beijing Stock Exchange, and the company's shares have been suspended on December 28, 2023.
On January 29, 2024, the company received the first round of inquiry letters from the Beijing Stock Exchange. On February 26, in view of the fact that the replies to some questions still need to be further demonstrated and improved, in order to ensure the quality of the replies were made, the company submitted an application to the Beijing Stock Exchange for an extension of the reply. On June 15, the company and various intermediaries submitted a reply to the round of audit inquiry letter to the Beijing Stock Exchange, which was publicly disclosed on the Beijing Stock Exchange on June 29.
Wantai Co., Ltd. was established on August 12, 2009, listed on the national share transfer system on August 30, 2022, and transferred to the innovation layer on June 14, 2023. The company mainly focuses on the field of coal mining, specializing in the development, production and sales of intelligent explosion-proof equipment and intelligent mine information system with independent intellectual property rights as the core, practicing the application of industrial Internet of Things technology in the field of coal mining, and providing downstream customers with intelligent and information-based products that integrate software and hardware. The company is a national-level specialized, special and new "little giant" enterprise recommended for support, and has been shortlisted for the top 50 "specialized, special and new" enterprises in Anhui Province in 2023.
There is a mutual flow of personnel with the sales and service provider, and it is questioned that there is a transfer of interests
Company: Abide by the rules and strengthen management
According to the company's application materials, from 2020 to the first half of 2023, the operating income of Wantai shares was 490.1474 million yuan, 438.5343 million yuan, 546.0355 million yuan, and 256.4235 million yuan respectively. The sales model of Wantai shares is divided into two types, the general direct sales model and the sales service provider model. Under the sales service provider model, the service provider develops and maintains customers for the issuer, and the customer directly signs a contract with the issuer and settles the payment. The sales revenue realized through service providers in each period accounted for 49.78%, 51.34%, 27.56% and 29.91% respectively.
However, Wantai shares have cooperated with former employees or former employees to control the enterprise service providers, and at the same time, there are cases where the original service providers have joined the company as employees: the number of individual sales service providers in each period of the company's cooperation is 52 people, 54 people, 46 people, and 40 people, of which 39 people, 40 people, 35 people, and 32 people are former employees of the company. The number of enterprises controlled by the sales and service providers in each phase of cooperation is 93, 68, 56 and 42 respectively, of which 72, 52, 39 and 33 are controlled by former employees of the company. During the reporting period, a total of 8 former sales service providers joined the company and became employees of the company again.
Not only that, the actual service fees paid by Wantai shares to service providers in each period are higher than the amount of service fees accrued in the sales expenses of Wantai shares: the sales service fees accrued in the sales expenses of each period are 48.9195 million yuan, 34.0898 million yuan, 30.0833 million yuan and 12.1869 million yuan respectively; The actual amount of fees paid to the service provider in each period was 56.1664 million yuan, 40.7433 million yuan, 40.0661 million yuan and 23.1215 million yuan respectively.
Therefore, Wantai shares were questioned by the Beijing Stock Exchange that there may be a transfer of interests. The Beijing Stock Exchange requires Wantai shares: the list details the cooperation background and specific service content provided by the service provider; Explain the calculation method of the service fee, the basis for determining the service rate and the internal settlement price; Explain whether the relevant personnel of the company and their relatives actually control the service provider, whether there are other benefit transfer arrangements, whether there is disguised capital occupation, whether there is commercial bribery of end customers through the service provider, whether there are financial transactions between the service provider and the company's customers and suppliers, etc.
In this regard, the company said in this round of inquiry reply that the sales service provider to assist sales has developed into a more common sales model in the explosion-proof electrical industry, which has been widely accepted and recognized by customers. Comparable listed companies in the same industry, such as China Electronics Optical Technology, Beilu Intelligent Control, Huarong Co., Ltd. and New Dawn, have disclosed the business model of sales and service providers.
Taking 2023 as an example, the average salary of the company's salesmen is 176,400 yuan, and the average service fee of former employee sales service providers is 629,700 yuan. The main reason for the fact that the per capita service fee of the sales service provider is higher than the average salary of the company's salesmen, and the service fee is the total income of the sales service provider, and does not deduct the cost of the service provider's employment, travel expenses, freight, business entertainment expenses and other costs. During the reporting period, some sales and service providers with higher revenue generation hired more team members.
Regarding the part of sellers who have joined the company as employees, the company stated that there are 7 former sales service providers who have joined the company as employees, of which 6 are former employee sales service providers and 1 is a non-former employee sales service provider. The reasons and reasonableness of the above-mentioned sales and service providers to convert into employees of the company: (1) In recent years, in the explosion-proof electrical industry, the degree of centralized procurement of large and medium-sized state-owned coal mining groups has gradually increased, and the difficulty of marketing with the personal ability of service providers has increased; Although the company's salesman has a low commission ratio, he relies on the company's platform and has a stable job. (2) Since 2022, the company has gradually strengthened the development and maintenance of strategic customers such as Huainan Mining Group, National Energy Group, and China Coal Energy Group, and is willing to absorb the original service provider personnel serving the above customers as employees, considering the continuity of services.
At the same time, Wantai shares announced the company's related party sales service providers. Among them, Duan Junfei is the brother-in-law of Yu Ziyong, one of the actual controllers, and Yu Yang and Yu Chao are the nephews of Yu Zixian and Yu Ziyong, the actual controllers of the company. The company stated that Duan Junfei, Yu Yang and Yu Chao strictly abided by the company's sales service provider management system, settled with the company in accordance with the sales service provider commission rules, and the company paid sales service fees to the enterprises under its control. There is no difference between the calculation method and payment terms of sales service fees between the Company and Duan Junfei, Yu Yang and Yu Chao compared with non-affiliated sales service providers, and the service fees paid by the Company to related party sales service providers during the reporting period are relatively low.
Because the sales service provider delivers a small number of accessories to customers at the door, some customers directly transfer the payment to the sales service provider for convenience, and then the service provider transfers it to the company's account. During the reporting period, the company had a situation of service providers collecting money on behalf of the company, and the relevant amount in 2021 was 651,700 yuan. The company subsequently strengthened the management of collection by sales and service providers, and this situation no longer exists from 2022.
If the IPO is not completed within this year, a VAM of 150 million yuan may be triggered
According to the prospectus, Wantai shares have the risk of a VAM agreement. According to the agreement signed by Dong Chuangzhuo, a shareholder of the company, and Yu Zixian, one of the actual controllers, there are special investment clauses in the agreement, which are likely to trigger the repurchase clause. At present, Dongchuangzhuo holds 10.33% of the company's shares, and if the company fails to complete the qualified IPO before December 31, 2024, the repurchase clause will be triggered and Dongchuangzhuo requires Yu Zi to repurchase the shares first, and the total amount of repurchase money will be about 150.6518 million yuan.
If the repurchase clause is triggered, Dongchuangzhuo has the right to require Yu Zi to repurchase his shares first, which has the risk of affecting the change of the company's equity structure, but the VAM agreement does not have an agreement that may lead to a change in the company's control, nor is it linked to the market value, and there is no situation that seriously affects the company's ability to continue operating or other circumstances that seriously affect the rights and interests of investors, and does not involve damage to the company's interests and affect the company's operation.