China Fund News reporter Nan Shen
On the evening of July 23, the official website of the Shenzhen Stock Exchange disclosed that Hainuoer Environmental Protection Industry Co., Ltd. (hereinafter referred to as Hainuoer) and its sponsor Shenwan Hongyuan withdrew the application for issuance and listing, and according to relevant regulations, the Shenzhen Stock Exchange decided to terminate its review of the issuance and listing on the GEM.
It is worth noting that Hainault's listing application was accepted on December 17, 2020 and approved by the Listing Committee meeting on November 5, 2021, but it has not been submitted to the CSRC for registration, and after 32 months, the listing journey has come to an abrupt end.
Hainuoer is a service provider positioned in the treatment of domestic waste in small and medium-sized cities, and operates under the franchise model of BOT, TOT AND BOO. According to the company's updated response to inquiries on September 28, 2023, the company's post-period operating income almost stagnated in the first half of 2023, while both net profit and non-net profit declined.
According to the application documents, Hainuoer identified the actual controller as Luo Yili, whose daughter Luo directly held 22.26% of the company's shares, and served as the company's director and vice president, but was not identified as the joint actual controller, which was inquired by the Shenzhen Stock Exchange.
The performance in the first half of 2023 declined
According to the Hainuoer prospectus, the company is positioned as a small and medium-sized municipal solid waste treatment service provider, and is one of the earliest pioneers to enter the municipal solid waste treatment industry in China, taking the lead in adopting the BOT, TOT, BOO franchise model, tailor-made comprehensive solutions for municipal solid waste treatment suitable for its own characteristics for small and medium-sized cities in China, and providing integrated and professional investment, construction and operation services for municipal solid waste treatment.
According to the application documents and the reply to the inquiry, the gross profit margin of Hainuoer's incineration power generation business is higher than the average of comparable companies, partly because the company's incineration power generation projects are located in Sichuan and Guangxi, and most of the incineration power generation projects of comparable companies are located in the southeast coastal region or Changsha, the core city in central China, so the company has certain cost advantages in terms of personnel, materials, project operation and maintenance, and the gross profit margin is higher than the average of comparable companies.
During the review and inquiry, the Shenzhen Stock Exchange required the company to further quantify the impact of cost advantage on the issuer's gross profit margin and whether the cost advantage was sufficient to explain whether the issuer's gross profit margin was higher than that of comparable companies based on the specific proportion of personnel, materials, operation and maintenance and other factors in the cost and the difference between comparable companies in the same industry. The Shenzhen Stock Exchange also requires the company to disclose the latest performance and the expected performance for the next reporting period.
After data analysis, Hainuoer said that compared with comparable companies, the company's materials, labor, and operation and maintenance costs required for unit garbage treatment are at the intermediate level, but the total operating costs of the project are relatively low compared to comparable companies, and have certain cost advantages, mainly because the company has formed a more mature management experience after more than 20 years of development, with higher project operation efficiency, better operating cost control, and relatively low unit waste cost.
In terms of post-period performance, the company's latest updated financial data is for the first half of 2023, and the results show that its operating income is 327.4 million yuan, compared with 327.3 million yuan in the same period of the previous year, and its net profit is 127 million yuan, a slight decrease from 135 million yuan in the same period of the previous year, and the company's net profit after deducting non-recurring gains and losses also declined.
The daughter of the actual controller holds 22.26% of the shares, and is not recognized as a joint actual controller
According to the application documents, Hainuoer identified Luo Yili as the actual controller, and his daughter Luo directly held 22.26% of the company's equity and served as the company's director and vice president. The Shenzhen Stock Exchange requires the company to explain the reasons and reasonableness of failing to identify Luo Yili and his children as joint actual controllers in accordance with the requirements of Question 9 of the Q&A on the Review of Initial Public Offerings and Listings of GEM Stocks.
Hainuoer said that Luo, as the company's director and vice president, participates in the company's operation and management, but more to assist the president in handling and implementing daily specific affairs, and the company's important business decisions are mainly made by Luo Yili, and Luo's role in important business decisions is limited.
In addition, Hainault said that since the previous IPO and the listing of the New Third Board, Luo Yili has been the company's single shareholder with a controlling voting ratio of more than 50%, and Luo's has always been the company's second largest shareholder. The company's identification and disclosure of the actual controller have not changed. Hainuoer believes that its determination of the actual controller meets the requirements of Question 9 of the Q&A on the Review of the Initial Public Offering and Listing of GEM Stocks.
Hainault rarely added shareholders after the declaration, and was also questioned by the Shenzhen Stock Exchange. Hainault explained that at 18:30 on the evening of December 17, 2020, the company received a notice of acceptance of the IPO application materials of the Shenzhen Stock Exchange, and before the market opened on December 18, 2020, the company applied to the national stock transfer system for emergency suspension through the sponsoring brokerage, but due to the long approval process for emergency suspension by the sponsoring brokerage, the company's shares failed to be suspended before the market opened at 9:30 a.m., but was suspended from noon on December 18, 2020.
After comparing the shareholder register on December 17, 2020 and December 18, 2020, during the morning trading hours of December 18, 2020, Hainuoer added 2 new shareholders, Sun Maozhen and Yang Guihong, holding 3,000 shares and 1,800 shares of the company respectively, with a total of 4,800 shares and a shareholding ratio of 0.0043%.
However, Hainuoer believes that the new shareholders after the company's declaration do not involve the change of the company's actual controller's shareholding, do not affect the company's control relationship, and do not change the shareholding of the company's major shareholders, and are all generated through the new third board collective bidding trading system, the equity changes are clear, there are no disputes or potential disputes, and meet the issuance conditions stipulated in Article 12 of the "Initial Offering Registration Measures".
Editor: Joey
Review: Muyu