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IPO Radar|Involving VAM Agreements! Tut shares updated the prospectus, Sophia is both a shareholder and a major customer

author:Shenzhen Business Daily

Shenzhen Business Daily Reading Client Reporter Liang Jiatong

On June 30, Guangdong Tute Precision Hardware Technology Co., Ltd. (hereinafter referred to as "Tute shares") updated its prospectus, and its sponsor was Minsheng Securities. On January 4 this year, the Shenzhen Stock Exchange issued the first round of review inquiry letters, but has not yet responded.

IPO Radar|Involving VAM Agreements! Tut shares updated the prospectus, Sophia is both a shareholder and a major customer

According to the prospectus, Tute shares is a research and development, production and sales as one of the professional precision hardware enterprises, the main products include hinges, slide rails, sliding door systems, storage systems, rebounders and other precision hardware products. After years of development and precipitation, the company has successfully entered the supply chain system of domestic home furnishing head enterprises such as Sophia, Gold Kitchen Cabinet, Opai Home, Hollywood, Gujia Home, Shangpin Home Delivery, etc.

▎Revenue will increase suddenly in 2023, with overseas revenue accounting for more than half of the total

Financial data show that from 2021 to 2023 (hereinafter referred to as the "reporting period"), the operating income of Tute shares will be 644 million yuan, 695 million yuan and 826 million yuan respectively, the net profit will be 64.3553 million yuan, 93.4993 million yuan and 130 million yuan respectively, and the cash flow generated by operating activities will be 26.9361 million yuan, 129.8488 million yuan and 170.627 million yuan respectively.

IPO Radar|Involving VAM Agreements! Tut shares updated the prospectus, Sophia is both a shareholder and a major customer

According to calculations, the revenue growth rate of Tute shares will increase from 7.92% in 2022 to 18.85% in 2023 within one year, and the net profit will also exceed 100 million yuan in 2023. In terms of peer companies, the revenue of Xinghui Co., Ltd. and Dinggu Jichuang in 2023 will both decline compared with 2021.

IPO Radar|Involving VAM Agreements! Tut shares updated the prospectus, Sophia is both a shareholder and a major customer

In addition, Tute's overseas income accounts for more than half of the total. During the reporting period, the company's overseas main business income was 357 million yuan, 364 million yuan and 406 million yuan respectively, accounting for 57.61%, 54.21% and 50.98% of the main business income of each period respectively.

Tut's major overseas customers include Ebco in India, Moonju in South Korea, Emuca in Spain and Woodmark in the United States. However, in 2023, South Korea's Moonju will drop out of the top five customers due to a decline in its sales scale and an increase in the proportion of purchases from other suppliers.

If global trade frictions intensify in the future, overseas customers may take measures such as reducing product demand and requiring the transfer of relevant tariffs, and the mainland's export policy may also change accordingly, which may have an adverse impact on the company's overseas sales business.

▎Sophia is both a third shareholder and a major customer, and has signed a VAM agreement

The top five customers show that during the reporting period, Sophia's related sales amounted to 31.0359 million yuan, 74.0586 million yuan and 102 million yuan respectively. Among them, Sophia's revenue in 2023 will account for 12.32%.

IPO Radar|Involving VAM Agreements! Tut shares updated the prospectus, Sophia is both a shareholder and a major customer

It is worth mentioning that as of the signing date of the prospectus, Sophia Investment is the third largest shareholder of Tute shares, with 3.69 million shares and a shareholding ratio of 4.37%.

IPO Radar|Involving VAM Agreements! Tut shares updated the prospectus, Sophia is both a shareholder and a major customer

According to the prospectus, the company's shareholders Sophia Investment, Zeng Yong, and Detao Home Furnishing have special rights arrangements with the actual controllers He Xiaoyu and Chen Jieyuan respectively.

Specifically, in April 2021, Sophia Investment subscribed for 2.25 million new shares in monetary 16.74 million yuan, and Zeng Yong subscribed for 2 million new shares in monetary 14.88 million yuan. In the same month, Sophia Investment, Zeng Yong and Tute signed the "Share Subscription Contract", the main contents of which include performance compensation, share repurchase, anti-dilution protection, etc.

In September 2022, Detao Home Furnishing signed the Share Subscription Contract with Tute Shares. In October 2022, Detao Home Furnishing invested 18 million yuan to subscribe for 2.54 million new shares of Tute shares. In April 2023, Detao Home Furnishing, He Xiaoyu and Chen Jieyuan signed the "Supplement II to the Share Subscription Contract", which mainly includes equity repurchase, information and inspection rights, pre-emptive subscription rights, etc.

As mentioned in the VAM Agreement, if the issuer fails to successfully list before December 31, 2026, the aforesaid special rights shall be automatically restored from the date of occurrence of such circumstances, but the effect of the agreement or arrangement involving the major shareholder to prompt or designate the issuer to perform the repurchase obligation or liability business or liability of the investor shall not be restored.

According to the above-mentioned special rights arrangement, if the actual controllers He Xiaoyu and Chen Jieyuan repurchase all the shares held by external shareholders of the issuer, the number of shares held by the actual controllers He Xiaoyu and Chen Jieyuan will increase to 78.23 million shares, and the equity ratio will increase to 92.54%.

▎ It plans to raise 200 million yuan to supplement liquidity, and dividends of 62.725 million yuan in 4 years

Tute shares disclosed that after the company's third extraordinary general meeting of shareholders in 2023, the company publicly issued 28.18 million yuan of ordinary shares, planning to raise 690 million yuan, of which 202 million yuan was used to supplement liquidity.

IPO Radar|Involving VAM Agreements! Tut shares updated the prospectus, Sophia is both a shareholder and a major customer

In terms of liabilities, the asset-liability ratio of Tute shares is increasing year by year. At the end of the reporting period, the company's asset-liability ratio was 43.63%, 31.17% and 43.35% respectively. Among them, as of the end of 2023, the total liabilities of Tut shares reached 328 million yuan.

IPO Radar|Involving VAM Agreements! Tut shares updated the prospectus, Sophia is both a shareholder and a major customer

Tute said that the asset-liability ratio increased at the end of 2023, mainly due to the increase in long-term borrowings and accounts payable due to the needs of the company's intelligent manufacturing base construction project.

In terms of dividends, combined with the previously disclosed prospectus, in 2020, 2022 and 2023, the cash dividends of Tute shares will be 32.725 million yuan, 10 million yuan and 20 million yuan respectively, with a cumulative total of 62.725 million yuan.

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