Shenzhen Business Daily Reading Client Reporter Li Gengguang
On June 28, the Beijing Stock Exchange accepted 7 new companies to IPO, among which Beijing Kunlun Unicom Technology Development Co., Ltd. (hereinafter referred to as "Kunlun Unicom") has an annual revenue of more than 2.1 billion yuan.
In fact, this is not the first time that Kunlun Unicom has hit the capital market. Kunlun Unicom's application for an IPO on the main board of the Shanghai Stock Exchange was accepted on June 29, 2023, a year ago, and then voluntarily withdrew its IPO on March 1, 2024. After only more than 3 months, on June 28, 2024, Kunlun Unicom's IPO on the Beijing Stock Exchange was accepted again. This means that Kunlun Unicom has completed two IPO filings within one year.
Kunlun Unicom plans to issue no more than 24 million shares to the public, and intends to raise 458 million yuan. The reporter noticed that compared with the last application for 538 million yuan of IPO financing on the main board of the Shanghai Stock Exchange, the fundraising "cut" 80 million yuan was the total amount of the last supplementary liquidity project.
It is worth noting that when the Shanghai Stock Exchange reviewed the IPO of Kunlun Unicom's main board, the rationality of the company's fundraising and investment projects and cash dividends were questioned. This time, Kunlun Unicom joined hands with the original intermediary to switch to the IPO of the Beijing Stock Exchange, but still faced problems such as the performance began to decline significantly, and some major suppliers and major customers overlapped.
▎Revenue exceeded 2 billion yuan for two consecutive years, and the performance in the first quarter of this year fell sharply
Founded in August 1998, Kunlun Unicom is a professional IT infrastructure solution provider, including digital office solutions, cloud computing solutions and information security solutions. The company is Microsoft's first batch of enterprise-level service partners in Chinese mainland, and its customers include BMW, Volkswagen, NIO, Tesla, ByteDance, JD.com, Baidu, Alibaba, Lei Shing Hong and other well-known enterprises at home and abroad.
In recent years, Kunlun Unicom's revenue and net profit have both increased. According to the prospectus, from 2021 to 2023 (reporting period), the company's operating income will be 1.651 billion yuan, 2.067 billion yuan, and 2.134 billion yuan respectively, a year-on-year increase of 25.22% and 3.26%; The net profit was 78.2583 million yuan, 89.8694 million yuan and 102 million yuan respectively, a year-on-year increase of 14.84% and 13.81%.
△ Screenshot of Kunlun Unicom's proposed IPO prospectus on the Beijing Stock Exchange
However, this year's performance began to decline sharply. From January to March 2024, the company achieved operating income of 344 million yuan, a decrease of 22.07% from the same period of the previous year, which the company said was mainly due to the change in revenue caused by the budget adjustment of some customers. From January to March 2024, the company achieved a net profit of 12.3713 million yuan, a decrease of 47.81% from the same period last year.
Kunlun Unicom's gross profit margin also showed a downward trend as a whole. During the reporting period, the company's comprehensive gross profit margin was 15.32%, 13.36% and 14.06% respectively, and the gross profit margin in 2022 decreased by 1.96 percentage points compared with 2021. The company said that with the intensification of industry competition in the future, the acceleration of technological change and other factors, if the company can not adapt to market changes, can not meet the needs of the market and customers, in the short term can not transmit the price fluctuations of upstream manufacturers to downstream customers, resulting in the risk of further decline in the company's gross profit margin.
▎Clearance-style dividends of nearly 100 million yuan, and executives have been questioned for stock speculation and financial management
According to the prospectus, Hu Hengyuan directly holds 24.2568 million shares of the company, accounting for 33.69% of the company's total share capital, and Hu Hengyuan is the executive partner of the company's shareholder Kunlun Partnership (holding 10.7784 million shares of the company, with a shareholding ratio of 14.97%), Hu Hengyuan controls a total of 48.66% of the company's shares and is the company's controlling shareholder and actual controller.
According to the previous Shanghai Stock Exchange application materials, Kunlun Unicom will pay cash dividends of up to 99.936 million yuan to 7 executives in 2020, of which the company's top two shareholders, Hu Hengyuan, the actual controller, and Jin Jian, secretary of the board of directors and chief financial officer, have the highest dividends, receiving 36.2894 million yuan and 21.6088 million yuan respectively.
△ Screenshot of Kunlun Unicom's previous IPO prospectus on the Shanghai Stock Exchange
It is worth mentioning that in 2020, Kunlun Unicom's net profit attributable to the parent company was only 74.7309 million yuan, and the dividend amount that year was as high as nearly 100 million yuan. The prospectus submitted by Kunlun Unicom to the Beijing Stock Exchange did not disclose the above-mentioned dividend information because it provided financial report data for the last three years (2021-2023).
The "clearance" dividend before the IPO declaration has always been a key supervision situation of the exchange, and it has also attracted great attention from the outside world.
Previously, in view of Kunlun Unicom's large dividends of nearly 100 million yuan on the one hand, and 80 million yuan to supplement liquidity on the other hand, the Shanghai Stock Exchange required Kunlun Unicom to explain the whereabouts and final uses of the company's actual controllers, directors, supervisors and senior executives in cash dividends, whether there is a final flow to the company's customers, suppliers or closely related parties, and whether there is an extracorporeal capital circulation.
Kunlun Unicom disclosed in its reply to the inquiry letter that Hu Hengyuan and Jin Jian both took out more than 10 million funds for financial management and stock speculation after receiving high cash dividends. Most of the other five executives also used the dividends for stock speculation, personal consumption, family transactions, or house purchase and loan repayment.
△ Screenshot of Kunlun Unicom's reply to the inquiry letter of the Shanghai Stock Exchange
At that time, Kunlun Unicom replied to the Shanghai Stock Exchange that the company's actual controllers, directors, supervisors and senior executives did not directly or indirectly flow to the company's customers, suppliers or closely related parties for the specific use of the above-mentioned dividends, and there was no extracorporeal capital circulation.
In fact, in 2020, Kunlun Unicom's capital is not abundant. According to the prospectus, as of December 31, 2020, the company's monetary funds were only 147 million yuan. Moreover, the company's asset-liability ratio is much higher than the industry average. From 2020 to 2022, the company's asset-liability ratios were 66.60%, 64.62%, and 66.95%, respectively, and the average of comparable companies in the same industry was 49.90%, 50.60%, and 49.04%, respectively.
▎ Received high rebates from Microsoft, and some major suppliers overlapped with major customers
During the reporting period, Kunlun Unicom served more than 4,500 customers, covering manufacturing, Internet, finance and other industries, including BMW, Volkswagen, NIO, Tesla, ByteDance, JD.com, Baidu, Alibaba, Lei Shing Hong and other well-known domestic and foreign enterprises.
The prospectus disclosed that during the reporting period, some of the company's major suppliers overlapped with major customers. Among the above-mentioned enterprises, Microsoft, Shenzhou Digital, and Alibaba Cloud are both customers and suppliers. Among them, the most closely related to Kunlun Unicom is Microsoft.
In addition, as an important supplier of Kunlun Unicom, Microsoft also provides a large number of rebates to Kunlun Unicom. From 2021 to 2023, the company will receive rebates of 23.6102 million yuan, 32.1971 million yuan and 34.6199 million yuan from major suppliers, of which the rebates from Microsoft will be 8.5309 million yuan, 15.4668 million yuan and 18.807 million yuan respectively. During the reporting period, the company's rebates from the five major suppliers accounted for about 80% of the total rebates in each period.
△ Screenshot of Kunlun Unicom's proposed IPO prospectus on the Beijing Stock Exchange
Kunlun Unicom said that the company's suppliers or original manufacturers regularly reconcile accounts with the company according to their internal rebate system, and give the company a certain percentage of rebates according to the purchase volume.
In this regard, the SSE audit inquiry letter has required the company to explain the amount of rebates for various types of purchases in each period of the reporting period and the proportion of the purchase amount, according to the procurement category and supplier to explain the main procurement rebate policies during the reporting period, whether the rebate policy and rebate ratio are in line with industry practice, and whether the relevant purchase and sale accounting treatment is in line with the provisions of the accounting standards for business enterprises.
In response to inquiries from the Shanghai Stock Exchange, Kunlun Unicom's sponsor and reporting accountant said that the relevant rebate policy is relatively common in the industry, and the original manufacturer will generally formulate a unified rebate policy for the downstream according to its own sales strategy. However, comparable companies in the same industry did not disclose the specific rebate amount and rebate percentage, so it cannot be compared with comparable companies in the same industry.
In addition, Kunlun Unicom also has the risk of supplier concentration. During the reporting period, the company's top five suppliers purchased 713 million yuan, 850 million yuan and 831 million yuan respectively, accounting for 51.32%, 48.60% and 46.82% of the total procurement in the current period, of which the proportion of direct procurement from the largest supplier Microsoft to the total procurement was 12.66%, 14.57% and 14.82% respectively, and the procurement concentration was relatively high.
Kunlun Unicom said that if there are adverse changes in the operating conditions of major suppliers in the future, or the cooperative relationship with the company is tense, resulting in its inability to supply on time, quality and quantity, it may cause a shortage of the company's procurement resources, which will have an adverse impact on the company's operation.