Shenzhen Ruilian Technology Co., Ltd. (hereinafter referred to as "Ruilian Technology") submitted for registration on the GEM on December 18, 2023. In this IPO, Ruilian Technology plans to issue 30.001 million shares, not less than 25% of the total share capital after issuance, and raise a total of 1,122,575,500 yuan for three projects: R&D center upgrade project, headquarters operation center and information upgrade project, and supplementary working capital. Based on this calculation, the IPO issuance valuation of Ruilian Technology is about 4.5 billion yuan.
Comparable companies are selected to confuse essential differences
The main products of Ruilian Technology are home cameras, sets and accessories and other equipment, which are mainly used in home video surveillance. From 2021 to 2023, the company's operating income will be 1,367,211,400 yuan, 1,652,378,900 yuan and 2,080,169,200 yuan respectively, with a three-year compound growth rate of 23.35%; The net profit attributable to the parent company was 248.6637 million yuan, 284.1762 million yuan and 435.6275 million yuan respectively, with a three-year compound growth rate of 32.85%. The company mainly sells to overseas markets through Amazon, the company's official website mall and other network platforms, and the sales area is mainly the United States, Europe, etc. In the past three years, the company's overseas sales revenue accounted for 99.87%, 99.98% and 99.93% respectively.
According to the prospectus, from 2017 to the first half of 2021, the gross profit margins of Ruilian's surveillance camera products were 39%, 47%, 53%, 60%, 58%, 57%, and 59%, respectively, which has been at a high level.
The comparable companies selected by Ruilian Technology in the prospectus include Anker Innovations, Huabao New Energy, and Yingshi Innovation, and the average gross profit margin of these three companies from 2021 to 2023 is between 35% and 47%, which is mostly lower than the gross profit margin of Ruilian Technology.
Dolphin Finance noticed that the industries and main products of these three companies are significantly different from Ruilian Technology and are not comparable. For example, although Anker Innovations is engaged in cross-border e-commerce business, its products are mainly charging and wireless audio, and the revenue of charging and wireless audio products accounted for 71% in the first half of 2023. The smart innovation category, which includes products such as smart cleaning, smart home security and smart projection, accounted for only 27% of revenue in the first half of 2023. Smart home security accounts for a small percentage of revenue and does not reflect the company's financial picture.
Huabao New Energy is mainly engaged in lithium battery energy storage and photovoltaic products, and Yingshi Innovation is mainly engaged in panoramic cameras, action cameras and other intelligent imaging products, which are far from the security surveillance cameras of Ruilian Technology, do not belong to the same field, and are not comparable.
Ruilian Technology said in the prospectus that the basis for selecting these companies as comparable companies is that they all adopt a business model based on online sales of their own brands. However, from the perspective of regulatory requirements, Ruilian Technology and China Securities Construction Investment are trying to confuse the concept and blur the essence of comparable companies on this issue.
Dolphin Finance found that the "Q&A on the Review of Securities Issuance and Listing of Listed Companies on the Growth Enterprise Market of the Shenzhen Stock Exchange" clearly pointed out in question 22: "Comparable companies in the same industry refer to all companies under the same industry category code in the industry classification results of listed companies of the China Securities Regulatory Commission as of the end of the most recent period, except for ST companies." When making actual comparisons, listed companies shall not arbitrarily add or delete comparable companies, and if the similar listed companies in the industry classification results are not comparable, they shall be analyzed and explained separately after the comparison results".
From a practical point of view, when the CSRC inquires about comparable companies of IPO companies, it requires replies according to the two dimensions of the same industry and the main product category. The comparable companies selected by Ruilian Technology, Anker Innovation, Huabao New Energy, and Yingshi Innovation do not belong to the field of security monitoring, and the main products are completely different.
In fact, the best comparable companies for Ruilian Technology should be Swann and Allianz Ruishi.
Allianz Ruishi (SZ: 301042) mainly produces security video surveillance, and 94% of the company's sales revenue comes from overseas. In 2022 and 2023, the gross profit margin of Allianz Ruishi's products will be 30% and 35% respectively, which is much lower than that of Ruilian Technology. In 2012 and 2017, Allianz Ruishi hit the IPO twice, and it is a senior manufacturer in the field of security monitoring. Not only that, Xie Ranhui, a good friend of the actual controller of Ruilian Technology and one of the company's initial shareholders, worked as a R&D manager in Allianz Ruishi Technology Co., Ltd. from 2007 to 2010. Ruilian Technologies is certainly no stranger to Allianz Ruishi, so why not list it as a comparable company?
The other is Swann, which Infineon acquired. Ruilian Technologies is more familiar with Swann. Swann is an Australian brand of home security products, which was later acquired by Infineon, a domestic listed company. In 2019, Swann was the largest customer of Reolink, and the two sides stopped cooperating only after the development of Reolink, the independent brand of Reolink. In addition, Suna, Swann's former product manager, joined Reliant Technologies in 2015 and currently serves as the company's director and deputy general manager. Fangling Zhong, vice president of product development at Swann, became an advisor to the company in 2020 and contributed to its expansion into overseas markets. Zhong Fangling indirectly holds shares of the company through the employee stock ownership platform of Ruilian Technology.
As a former major customer and now a direct competitor, Swann is a more direct counterpart to Reliant Technologies.
In 2022 and 2023, the revenue of Infineon's Swann smart home security products will be 554 million yuan and 546 million yuan respectively, with gross profit margins of about 20% and 24% respectively. Even in 2021, the gross profit margin of Infineon's overseas security products business is only 35%. As an earlier starter, Swann's gross profit margin is 25%-35% percentage points lower than that of Ruilian Technology, which is obviously not normal.
Amazon's official website sales are contradictory to the prospectus
According to the prospectus, Ruilian Technology has its own brand "Reolink", with online platforms as the main sales channels, and the main sales areas include the United States and Europe. From the perspective of sales channels, Ruilian Technology mainly sells through online channels such as Amazon, eBay, AliExpress, and official website, of which the sales achieved through the Amazon platform accounted for 63.80%, 66.05% and 64.85% of the total product sales revenue of the year, respectively, accounting for a relatively high proportion.
From 2021 to 2023, the sales volume of Ruilian technology cameras will be 1.69 million, 1.87 million and 2.24 million respectively, and the sales of camera packages will be 140,000, 110,000 and 120,000 respectively.
It is worth noting that Amazon's home surveillance camera brands Ring and Blink rank first in market share (2021 data) and are one of the direct competitors of Ruilian Technology.
Dolphin Finance landed on Amazon's official website in the United States and found that the average price of Amazon's best-selling surveillance camera products was between 20 and 50 US dollars, of which two products in the ring series sold more than 10,000 last month, with 199,300 and 11,500 user reviews, and the other two Blink products also sold more than 10,000 last month, with 286,600 and 142,500 user reviews.
The screenshot is from Amazon's official website.
The best products sold by Ruilian Technology on Amazon's official website in the United States were only 1000+ last month, and some of the other products sold more than 500 per month, and some only had more than 100. In terms of the number of user reviews, there are only two best-selling products with the largest number of reviews, 16,900 and 10,000 respectively, and the rest of the reviews are mostly below one or two thousand.
The screenshot is from Amazon's official website.
Judging from the product sales volume of Amazon and Relian, the monthly sales volume and the number of user reviews of Relian's products are contradictory to the performance disclosed in the prospectus. Based on the annual sales volume of a single product of 20,000 (more than 1,500 per month), Ruilian Technology needs 100 best-selling products to achieve an annual sales volume of 2 million; If the annual sales volume of a single product is 40,000, there are also 50 popular products. However, judging from the Amazon US station, which accounts for the largest proportion of sales, there are no more than 10 popular products of Ruilian Technology, which is difficult to support its annual sales. In fact, in the inquiry letter, the Shenzhen Stock Exchange also asked Ruilian Technology to answer whether its online platform sales have "brushed orders" and improved reputation.
The platform for non-employee shareholding has not been penetrated and verified
Among the shareholders of Ruilian Technology, Zhongren Salary, Shenzhen Panshi, Shenzhen Ruikong, Shenzhen Ruiqi and Shenzhen Ruizhong are all employee shareholding platforms, of which the first four shareholding platforms are funded by the company's employees, while Shenzhen Ruizhong is funded by the company's employees Tang Lei and non-company employees Zhong Fangling and Ding Gang, and enjoy the same equity incentives as the first four shareholding platforms. Why can Zhong Fangling and Ding Gang participate in the company's employee stock ownership platform? According to the regulations of the Shenzhen Stock Exchange, in principle, the employees of the company should participate in the shareholding platform, so the above phenomenon is unusual.
According to the prospectus, Tang Lei, Zhong Fangling and Ding Gang hold 3.33%, 56.67% and 40% respectively in the shareholding ratio of Shenzhen Ruizhong. Shenzhen Ruizhong holds 1% of the shares of Ruilian Technology before listing, and the value of this part of the shares is about 45 million yuan based on the IPO valuation of 4.5 billion yuan, and the value of Zhong Fangling and Ding Gang's shares is 26 million yuan and 18 million yuan respectively. With such a huge share incentive, why would two non-employees be given?
According to the prospectus, Zhong Fangling worked at Swan from 2005 to 2018, and served as the vice president of product development at Swann Communication Ltd, a Hong Kong subsidiary of Swann. In 2014, Swann was acquired by Infineon. Since 2020, Ruilian Technology has hired Zhong Fangling to provide consulting services and has contributed to the company's development of overseas markets.
It is worth noting that from 2014 to 2015, Baichuan Technology, the predecessor of Ruilian Technology, provided ODM services for Swann; According to the Allianz Ruishi prospectus, from 2017 to 2018, due to the relatively small scale of Baichuan Technology and the insufficient R&D investment to meet Swann's growing demand for product function customization, Baichuan Technology withdrew from Swann's supplier list. Combined with the above-mentioned anomaly of Zhong Fangling's shareholding in the employee stock ownership platform, it has to be suspected that Zhong Fangling has made a "special contribution" to Ruilian Technology. The exchange also had questions about this, and asked the company to answer whether Zhong Fangling had engaged in technical and customer resource support during her tenure at Swann, and whether there were other benefit arrangements. Although Ruilian Technology firmly denied it in the reply letter, it did not give a convincing enough explanation. Zhong Fangling, as the former vice president of a competitor, chose not to join the company, only served as a consultant for the company, and participated in the form of an employee stock ownership platform, which faced potentially significant legal risks.
In addition, Ding Gang, who participated in the employee stock ownership platform, is not an employee of the company. Dolphin Finance noticed that this Ding Gang is very mysterious, and the materials disclosed by Ruilian Technology do not disclose Ding Gang's detailed personal information at all. This is very abnormal, according to the IPO shareholder penetration verification requirements, non-company employees participating in the employee stock ownership platform need to be subject to identity verification, exclude whether they are restricted from shareholding, and disclose the source of capital contribution.
According to the enterprise investigation, Ding Gang has served as the legal representative of a total of 5 enterprises, and the time has been since June 2017. Among them, Vitette (Shanghai) Electronic Technology Co., Ltd., Weilu (Shanghai) Network Technology Co., Ltd. and Shanghai Quansi Electronic Technology Co., Ltd. are enterprises controlled by Song Linlin, the same actual controller, and the main business of these three companies is around the action camera brand Waylens.
According to Waylens' official website, the company is headquartered in Boston, USA, based in Shanghai, with team members from MIT and Harvard, and received Series A financing from IDG in January 2015. Song Linlin once told his entrepreneurial history in an interview in 2019, he graduated from Shanghai Jiao Tong University, and successively went to companies such as LSI and Ambarella to engage in system development, which lasted for a total of about 9 years. In 2012, Song Linlin founded Shanghai Quansi Electronic Technology Co., Ltd., which is mainly engaged in the research and development of action cameras and vehicle camera systems, with more than 30 people at the largest. In 2016, Shanghai Quansi Electronics, which specializes in product research and development, merged with Waylens, which specializes in sales in the U.S. market.
The screenshot comes from Song Linlin's interview with the media.
However, according to the founding team of Waylens, in addition to the founder Song Linlin, the company's CEO is Haowei Zhang, a former executive of Ambarella in the United States; The CMO is Mike Schmidt; The CTO is Dawei Shen, and there is no introduction from Ding Gang.
Industrial and commercial change records show that on June 12, 2019, Ding Gang took over the position of legal representative of Vedite (Shanghai) Electronic Technology Co., Ltd. from Song Linlin. On June 18, 2019, Ding Gang replaced Song Linlin as the legal representative of Shanghai Quansi Electronic Technology Co., Ltd.; IN OCTOBER 2019, DING GANG TOOK OVER THE POSITION OF LEGAL REPRESENTATIVE OF WEILU (SHANGHAI) NETWORK TECHNOLOGY CO., LTD. FROM HAOWEI ZHANG.
In addition, Song Linlin was involved in 7 judicial proceedings, and because of his refusal to implement many court judgments, Song Linlin was ordered by the court to restrict high consumption four times.
Judging from Song Linlin's self-reported entrepreneurial history and the above-mentioned industrial and commercial change information, Ding Gang's act of serving as the legal representative and person in charge of the above-mentioned company is suspected to be "held on behalf of Song Linlin". So, what needs to be asked is, is Ding Gang's indirect holding of Ruilian Technology's shares through the employee stock ownership platform his own investment behavior? Or is it for Song Linlin? What is the specific background of its investment in Reliant Technology and the source of funding? The sponsor, accountant and lawyer should conduct a detailed and penetrating verification of Ding Gang's identity, rather than making vague and passing it off.
The above doubts did not come out of thin air, and there have been a large number of equity holding behaviors in the history of Ruilian Technology, and many of the explanations for the holding behavior are difficult to justify. For example, Liu Xing of Huawei HiSilicon Semiconductor is held by Wang Aijun and Liu Xiaoyu; Wang Aijun is held by Liu Xiaoyu; Wang Aijun and Li Qiuxia successively held for Xie Ranhui; Wang Xue is held by Wang Rui, and Che Daqin is held by Suna. In the reply letter, Ruilian Technology explained that it was basically inconvenient for the relevant personnel to directly hold shares, but it could not provide a reasonable explanation for what was inconvenient, which would inevitably lead to questions about the eligibility of its shareholder status. At least from the current point of view, Ruilian Technology has too many doubts about the letter disclosure of a large number of escrow behaviors, and intermediaries, including China Securities Construction Investment, are obviously not performing their duties effectively in this process.
The working capital is sufficient, but it needs to raise 200 million yuan to replenish the flow
Ruilian Technology has a fundraising project in this IPO, which is to use 200 million yuan to supplement liquidity. As we all know, the reason for raising funds to replenish the flow is that the company's operation occupies a large amount of funds, and its own hematopoietic ability is weak, so it has to replenish the working capital from external financing. So is there a working capital gap for Reliant Technology?
First of all, through the calculation, it can be found that there is no working capital gap in Ruilian Technology. On January 30, 2024, the State Administration of Financial Supervision and Administration promulgated the Measures for the Administration of Working Capital Loans, which will come into force on July 1, 2024. The method gives the most standardized estimation method of working capital occupation, and the formula is: working capital = sales revenue of the previous year× (1 - sales profit margin of the previous year) × (1 + estimated annual growth rate of sales revenue) / number of working capital turnover. Because the average annual compound growth rate of Ruilian shares from 2021 to 2023 is 23.35%, assuming that the company's expected annual growth rate of sales revenue is 23.35%, it can be calculated that the company's working capital in 2024 will be about 810 million yuan. Then, according to the working capital gap calculation formula: working capital gap = total working capital - (net assets + long-term borrowings - fixed assets - intangible assets - construction in progress - long-term investment) - (working capital loans + working capital provided by other channels), assuming that the relevant financial data in 2024 is not much different from that in 2023, it can be finally calculated that the working capital gap of Ruilian Technology is about -313 million yuan, that is, the company's working capital surplus is 313 million yuan, and there is no working capital gap.
Secondly, Ruilian Technology has strong hematopoietic ability and does not need financing to replenish the flow at all. In the three years from 2021 to 2023, the annual net operating cash flow of Ruilian Technology will be 148 million yuan, 222 million yuan and 415 million yuan respectively. In addition, the company paid dividends of 105.5 million yuan and 117 million yuan in 2020 and 2021 respectively, totaling 223 million yuan.
According to the prospectus, several major shareholders of Ruilian Technology, Wang Aijun, Liu Xiaoyu, Zhou Rui, and Song Yunlong received dividends of 32 million to 42 million yuan respectively, and the main purpose of the dividends was to purchase real estate, wealth management products, deposits, etc. For example, Wang Aijun used 2 million yuan to repay the mortgage; 26.8 million yuan for the purchase of wealth management, stocks and fund investment; Liu Xiaoyu used 16.96 million yuan to buy a house and 500,000 yuan to repay the mortgage; 19.3 million yuan to purchase wealth management, funds, insurance, etc.; Song Yunlong used 15 million yuan to buy a house and land.
The company's major shareholders should bear the main responsibility for the adequacy of working funds, and when the company's own funds are sufficient, it is obviously contrary to the regulatory spirit of the mainland capital market to distribute the profits to the shareholders for the purchase of luxury houses, insurance, investment stocks, and funds, and then turn around and then raise funds from the capital market to replenish the flow.
Finally, Ruilian Technology has at least 521 million yuan of fixed deposits, no long-term borrowings, and short-term borrowings of only 500,000 yuan, which is enough to show that the company's working capital is very sufficient. According to the cash flow statement, the cash paid by the company for investment in 2023 is 786 million yuan, and the cash received from recovering investment is only 269 million yuan, so what is the difference of about 517 million yuan? According to the accounting standards, time deposits are not used as cash when they are expected to be held at maturity, but they are included in bank deposits and interest income is calculated, and then according to the composition of monetary funds, it can be concluded that the 517 million yuan should be time deposits. The company's cash flows from investment payments and recoveries in 2021 and 2022 are equal, so the 517 million yuan of fixed deposits are newly added in 2023. Ruilian Technology dares to deposit these funds for a fixed period of time, which also shows that the management expects that the company's working capital is relatively abundant.
Through the analysis of the above multiple perspectives, it can be seen that there is not only no gap in the working capital of Ruilian Technology, but it is quite abundant. In this situation, the IPO to raise 200 million yuan to supplement liquidity, which is obviously excessive financing, and this is one of the behaviors strictly prohibited by the new "National Nine Articles".
Source: Dolphin Finance