Recently, the information disclosed by the Shenzhen Stock Exchange shows that Ningbo Fuerda Intelligent Technology Co., Ltd. (hereinafter referred to as "Fuerda") withdrew its listing application documents, and the sponsor Haitong Securities withdrew its sponsorship. As a result, the Shenzhen Stock Exchange has decided to terminate its review of its initial public offering and listing on the GEM.
According to Bedo Finance, Fuerda submitted a prospectus in June 2022 to be listed on the Growth Enterprise Market (GEM) and will pass the meeting on April 19, 2023. In this sprint listing, Fuerda originally planned to raise 1.191 billion yuan. However, the company had not submitted for registration prior to the cancellation of the order.
Tianyancha App information shows that Fuerda was established in July 1995 and is located in Cixi City, Ningbo City, Zhejiang Province, formerly known as Cixi Fuerda Industrial Co., Ltd. At present, the registered capital of the company is 175 million yuan, the legal representative is Weng Weifeng, and the shareholders include Sanhua Holdings, Gong Bin, Zhang Shaobo, etc.
Dismantling found that Fulda still had many flaws.
1. Multiple large dividends
According to the prospectus, Fuerda is a comprehensive auto parts manufacturing service provider integrating design, research and development and manufacturing. Fuerda said in the prospectus that the company mainly provides automotive intelligent optoelectronic systems and automotive cockpit functional parts and other products for vehicle manufacturers.
According to reports, Fuerda's business is concentrated in the auto parts front-loading market, using direct sales to sell products directly to vehicle manufacturers or indirect supply through other first-tier suppliers according to the requirements of vehicle manufacturers, the main customers include FAW Toyota, GAC Toyota, FAW-Volkswagen, SAIC Volkswagen, FAW Group, SAIC Group, GAC Passenger Vehicle, etc.
In 2020, 2021 and 2022, Fuerda's revenue will be about 2.240 billion yuan, 2.436 billion yuan and 3.048 billion yuan respectively, the net profit will be about 144 million yuan, 189 million yuan and 201 million yuan respectively, and the net profit after deducting non-profits will be about 142 million yuan, 178 million yuan and 196 million yuan respectively.
It is worth mentioning that Fuerda has paid dividends many times. According to the prospectus, Fulda's cash dividends in 2020, 2021 and 2022 will be about 181 million yuan, 105 million yuan and 105 million yuan respectively, totaling 391 million yuan. Among them, the amount of dividends in 2020 far exceeded the scale of net profit in the same year.
For such behavior, the "National Nine Articles" issued not long ago pointed out that the continuous supervision of listed companies will be strictly enforced. Among them, it is emphasized that information disclosure and corporate governance supervision should be strengthened, the system of shareholding reduction rules should be comprehensively improved, and the supervision of cash dividends of listed companies should be strengthened, so as to promote listed companies to enhance their investment value.
At the same time, the "Opinions on Strictly Controlling the Access to Issuance and Listing and Improving the Quality of Listed Companies from the Source (Trial)" issued by the China Securities Regulatory Commission on March 15 this year also made it clear that it is strictly concerned about whether the enterprises to be listed have pre-listing surprise "clearance" dividends, etc., strictly prevent and strictly investigate, and implement negative list management.
Second, it has been injected into the system of listed companies
Previously, Fuerda had entered a listed company through asset injection. In October 2014, Jingwei Co., Ltd. (SZ: 002662) acquired 100% of the equity of the issuer (i.e., Fuerda) by issuing shares and paying cash, so that the assets of the issuer and its holding company entered Jingwei Co., Ltd., an A-share listed company.
In August 2018, based on the consideration of solving the capital demand, Jingwei Co., Ltd. transferred all the shares of Fuerda, Fuyulong and Futailong to Sanhua Holdings, and Fuerda withdrew from Jingwei Co., Ltd. Among them, Sanhua Holdings is the controlling shareholder and actual controller of Sanhua Intelligent Holdings, a listed company.
After negotiation, Jingwei Co., Ltd. transferred 100% equity of Fuerda, 100% equity of Fuyulong and 54.4% equity of Futailong at a price of 1.538 billion yuan, 500 million yuan and 90 million yuan respectively. Among them, Fuyulong and Futailong are subsidiaries of the issuer, with an appraisal value of about 582 million yuan and 93.8336 million yuan respectively as of December 31, 2017, and Fuerda of about 2.130 billion yuan.
In the first round of inquiry, the Shenzhen Stock Exchange asked Fuerda to explain the reasons for its transfer from the listed company system in 2018, the relevant procedures and legal compliance performed at the time of transfer. Whether the relevant personnel, assets, and business relationships can be clearly distinguished from other personnel, assets, and businesses of Jingwei Co., Ltd. and whether they are completely transferred out, and whether there are defects in the issuer's independence and asset integrity.
Fuerda explained that Jingwei Co., Ltd. issued "16 Jingwei 01" bonds of 1.5 billion yuan on July 8, 2016. Due to the application for resale of Jingwei shares bond investors, Jingwei shares had a capital demand of nearly 1.5 billion yuan in July 2018. In order to solve the demand for funds, Jingwei shares provide pledge guarantee for external financing with 100% equity of Fuerda.
On June 26, 2018, Jingwei Co., Ltd. signed an agreement with Sanhua Holdings to pledge 100% of the equity of Fuerda held by it to Sanhua Holdings to obtain a loan of 1.538 billion yuan as bridge funds to repay the principal and interest of the "16 Jingwei 01" bond resale.
Because the use period of the bridge funds is only 25 days, it is difficult for Jingwei shares to raise funds to repay through bank loans, issuance of notes, etc. during this time period; At the same time, according to its own development strategy, Sanhua Holdings plans to increase investment in the field of auto parts, and the two sides have reached a consensus to sell all the shares of Fuerda and other companies to Sanhua Holdings.
It is also reported that in 2014, Jingwei Co., Ltd. acquired the shares of three companies in the Fuerda system for 1.128 billion yuan, and the equity transfer price was 2.128 billion yuan when it was transferred out in 2018. From 2014 to 2018, the three companies of the Fuerda system paid a total of 157 million yuan in dividends to Jingwei shares.
3. The second largest shareholder has large debts
Before this listing, Sanhua Holdings was the controlling shareholder of Fuerda, with a shareholding ratio of 51.3880%. According to the prospectus, Zhang Daocai, Zhang Yabo, Zhang Shaobo and his son directly and indirectly control a total of 71.63% of the equity of Sanhua Holdings, and Sanhua Holdings holds a total of 51.3880% of the issuer's equity.
At the same time, Zhang Shaobo directly holds 5.6971% of Fuerda's equity. Therefore, Zhang Daocai, Zhang Yabo, Zhang Shaobo, father and son, together control 57.0851% of the equity of Fuerda and are the actual controllers of the company. Among them, Zhang Shaobo is the director of Fuerda, Weng Weifeng, director of Sanhua Holdings, is the chairman of Fuerda, and Jiang Lei is the director and general manager.
In particular, Gong Bin (30.1320%), the second largest shareholder and former general manager of Fuerda, still has large debts. According to reports, in December 2019, Sanhua Holdings transferred its 35% stake in Fuerda to Gong Bin for a price of about 583 million yuan. At the same time, Sanhua Holdings provided Gong Bin with a loan of 583 million yuan to pay for the equity transfer.
Regarding the borrowing, the two parties agreed that if Fuerda's asset securitization is unsuccessful before December 31, 2023, and Gong Bin fails to repay all the principal and interest of the loan in full and in a timely manner before December 31, 2023, the two parties agree to repurchase by Sanhua Holdings according to a certain calculation formula.
If the P/E ratio of asset securitization is lower than the P/E ratio corresponding to the audited annual average non-net profit of Fuerda for the three financial years from 2021 to 2023, and Gong Bin does not choose asset securitization, Sanhua Holdings will acquire Gong Bin's equity in accordance with the principle of the lower of the P/E ratio implemented by Fuerda's asset securitization and the P/E ratio agreed by both parties, but the minimum acquisition P/E ratio shall not be less than 8 times.
As of the date of signing of the prospectus, the relevant borrowings have not been repaid. According to the agreement between the parties, Gong Bin should repay the debts of Sanhua Holdings by the end of 2027. Gong Bin issued a statement that if Gong Bin fails to raise sufficient funds to repay Sanhua Holdings' borrowings by the end of 2027 through other means, he will sell no more than 6.5% of the shares held by the issuer through block transactions and other means to repay the corresponding loans.
It is worth mentioning that Gong Bin was fined 500,000 yuan by the Beijing Securities Regulatory Bureau in December 2021 for failing to disclose and reduce Jingwei shares within the transfer restriction period. In November of the same year, Gong Bin ceased to serve as the director and general manager of the company, and Jiang Lei, the former deputy general manager, served as the director and general manager, and Gong Bin was reappointed as the director of the issuer's operation center.