Zhongfu Shenying listed on the first day up 25% over 900 million linked transaction frequency research and development rate is low
2022-05-30 0 By
China Economic Network Beijing, April 6 — Today, Zhongfu Shenying Carbon fiber Co., LTD. (hereinafter referred to as “Zhongfu Shenying”, 688295.SH) was listed on the Shanghai Stock Exchange’s Kechuang Board, closing at 36.55 yuan, up 24.62%, the turnover rate of 72.48%, the amplitude of 15.85%, the turnover of 1.758 billion yuan,Its total market value is 32.895 billion yuan.Zhongfu Shenying is a national high-tech enterprise specializing in the r&d, production and sales of carbon fiber. The main products sold abroad are carbon fiber, including SYT45, SYT45S, SYT49S, SYT55S, SYT65 and SYM40, among which,SYT45S, SYT49 and SYT49S belong to T700 level carbon fiber, SYT55S belongs to T800 level carbon fiber, and SYT65 belongs to T1000 level carbon fiber. The company’s products cover high strength, high strength medium model, high strength high model and other categories.It is widely used in aerospace, wind turbine blades, sports and leisure, pressure vessels, carbon/carbon composite materials, transportation construction and other fields.The controlling shareholder of Zhongfu Shenying is China Building Materials Joint Investment Co., LTD., and the actual controller is China Building Materials Group Co., LTD.Before this issue, China Building Materials Joint Investment Co., Ltd. holds 37.30% of the equity of Zhongfu Shenying;China Building Materials Group Co., LTD., through China Building Materials Joint Investment Co., LTD., And China Composite Materials Group Co., LTD., together control the 64.42% equity of Zhongfu Shenying.After this issue, China Building Materials Joint Investment Co., Ltd. holds 33.16% of the equity of Zhongfu Shenying;China Building Materials Group Co., LTD., through China Building Materials Joint Investment Co., LTD., China Composite Materials Group Co., LTD., together control 57.27% of the equity of Zhongfu Shenying.Zhongfu Shenying in December 15, 2021, the first meeting, the 96th review meeting of the Science and Technology Innovation Board of the Shanghai Stock Exchange in 2021, on-site questions: 1.Please ask the issuer representative :(1) explain the reason why the issuer’s r&d expense ratio and gross profit rate of main products are significantly lower than the average level of the industry;(2) Further explain the advancedness of the issuer’s current products and technologies in combination with the specific application of the issuer’s award-winning technologies, product performance, product application fields, purchase amount of equipment per thousand tons of production capacity, unit price of specific products, etc.Please sponsor representative to explain whether the prospectus selected comparable companies in the same industry is accurate, whether the relevant products are comparable, whether the information disclosure is misleading.2. Please representatives of issuers :(1) combined with the actual operating conditions, related equity pledge and guarantee, issuer’s reporting period reverse loan, personal card payment and other irregularities, explain whether China building materials group actually controls the issuer, whether the relevant issues meet the relevant requirements of state assets management;(2) Explain the independence of the issuer, the necessity and fairness of related transactions, and whether it is dependent on yingyou Group, the second largest shareholder, based on the composition of the winning technologies in 2017 and the patent ownership, specific operation and management, related transactions in procurement and sales, and the existence of common customers and suppliers;(3) Explain the lockup period of yingyou Group and its controller for this issue.Sponsor representative please express a clear opinion.Zhongfu Shenying is listed on the Science and Technology Innovation Board of The Shanghai Stock Exchange, issuing 100 million shares, all of which are new shares without transfer of old shares. The issuing price is 29.33 yuan per share. The sponsor institution is Guotai Junan Securities Co., LTD., and the sponsor representatives are Ran Zhouzhou and Qiu Peng.Zhongfu Shenying co-lead underwriters for Guotai Junan Securities Co., LTD., China International Capital Co., LTD.Zhongfu Shenying this issue raised a total of 2.933 billion yuan, the net raised funds for 2.777 billion yuan.Zhongfu Shenying actually raised net capital compared with the original intended to raise 932 million yuan.According to the prospectus registration disclosed by Zhongfu Shenying on March 3, 2022, the company intends to raise 1.845 billion yuan for xining high-performance carbon fiber and supporting raw silk project with annual output of 10,000 tons, aerospace high-performance carbon fiber and raw silk test line project, carbon fiber aerospace application RESEARCH and development and manufacturing project, and supplementary working capital.The issue cost of Zhongfu Shenying is 156 million yuan, among which, Guotai Junan Securities Co., Ltd. obtained the sponsor fee of 660,400 yuan, Guotai Junan Securities Co., Ltd. and China International Capital Co., Ltd. obtained the underwriting fee of 138 million yuan.The initial strategic placement of Zhongfu Shenying for this issue is 3,000.00 million shares, accounting for 30.00% of the initial issue number.The final strategic placing number of this issue is 27,282,484 shares, accounting for 27.28% of the total number of this issue. The difference between the initial strategic placing number and the final strategic placing number of shares is 2,717,516 shares which are refunded to the offline issue.Guotai Junan Zhengyu Investment Co., LTD., the related subsidiary of guotai Junan, the sponsor institution, was allotted 3,000.000 shares with 87.990 million yuan, and the sale period was 24 months from the date of the initial public offering and listing of Zhongfu Shenying.From January to June of 2018 to 2021, the operating revenue of Zhongfu Shenying is 308 million yuan, 415 million yuan, 532 million yuan and 381 million yuan respectively.Net profit was -24.4799 million yuan, 26.1511 million yuan, 85.2318 million yuan, 121 million yuan;The net profit attributable to the owner of the parent company was -24.4799 million yuan, 26.1511 million yuan, 85.2318 million yuan, 121 million yuan;Net profit attributable to the owner of the parent company after deducting non-recurring gains and losses was -49.4532 million yuan, 3.4113 million yuan, 68.5380 million yuan, 103 million yuan respectively;Net cash flow from operating activities was -28.4621 million yuan, 59.9916 million yuan, 233 million yuan and 112 million yuan respectively.In 2021, The operating revenue of Zhongfu Shenying was 1.173 billion yuan, with a year-on-year growth of 120.44%;Net profit was 279 million yuan, up 227.02% year on year;Net profit attributable to shareholders of the parent company was 279 million yuan, up 227.02% year on year;Net profit attributable to shareholders of the parent company after deducting non-recurring gains and losses was 258 million yuan, up 275.87% year on year;Net cash flow from operating activities was RMB294 million, an increase of 25.95% year-on-year.Zhongfu Shenying expects its operating revenue in the first quarter of 2022 to be 400 million to 450 million yuan, up 186.37% to 222.16% from the same period last year;Net profit attributable to shareholders of the parent company was rmb8000.00 million to RMB9000.00 million, an increase of 106.93% to 132.8% over the same period of last year;Net profit attributable to shareholders of the parent company after deducting non-recurring gains and losses was 75,000.00 to 85,000.00 yuan, up 106.16% to 133.64% year-on-year.The above financial data for the first quarter of 2022 are the preliminary calculation results of the Company, which have not been audited or reviewed by accountants and do not constitute the earnings forecast or performance commitment of the Company.According to the interface, Zhongfu Shenying has an unusual relationship with China Building Materials Group, the actual controller, and Yingyou Group, the shareholder.Or in order to expand the scale of Zhongfu Shenying, China Building Materials Group is willing to provide it with loan guarantee of no more than 2.2 billion yuan. In addition, Yingyou Group forms counter-guarantee to China Building Materials Group by pledging all the equity of Zhongfu Shenying (30%) it holds.During the reporting period (2018 to 2020), Yingyou Group and China Building Materials Group were also the top five customers of Zhongfu Shenying with frequent related party transactions.Zhongfu Shenying was jointly funded and established by Aoshen Group and Yingyou Group. In April 2018, Aoshen Group transferred all its shares in Zhongfu Shenying to Lian Gong Investment.Until the issuance of the prospectus, China National Building Materials Group is the actual controller of Zhongfu Shenying through its wholly-owned subsidiary China United Investment (China Building Materials Joint Investment Co., LTD.) and China Composite Materials Total Control Co., LTD., with 64.42% of the equity.Among them, China Composite Materials holds 27.12% of the shares of China Fu Shenying, while China United Investment Holds 37.30% of the shares of China Fu Shenying.Specifically, in June 2018, China Building Materials Group provided guarantee for The loan contract of 492 million yuan for Zhongfu Shenying, and in December 2020, China Building Materials Group again signed the Share Pledge Contract with Yingyou Group.As of the issuance of the prospectus, the amount of the principal creditor’s right guaranteed by China Building Materials Group is 577 million yuan.At the same time, Zhongfu Shenying made counter-guarantee to China Building Materials Group with a net book value of 11,900 yuan production equipment, 14 houses and buildings and 4 pieces of land.The amount of mortgaged real estate accounts for 26.42% of the total number of buildings owned by Zhongfu Shenying, and the amount of mortgaged land accounts for 66.67% of the total number of the right to use state-owned land owned by Zhongfu Shenying.In addition, the eagle group also on the fu Shenying “leverage” capital increase.In April 2020, eagle tour group and Shanghai pudong development bank nanjing branch signed the usufruct transfer of equity and the buyback contract, contract eagle tour group apply to the Shanghai pudong development bank nanjing branch issued financial planning, eagle tour group assignment was double seals 18.17% stakes of remuneration to the Shanghai pudong development bank nanjing branch, corresponding to the registered capital of 184 million yuan,Shanghai Pudong Development Bank Nanjing Branch acquires the usufruct of this part of the equity of Yingyou Group and pays the transfer price of 80 million yuan, all of which is used to increase the capital of Zhongfu Shenying.Moreover, Yingyou Group and China Building Materials Group are the top five customers of Zhongfu Shenying, which constitute related party transactions with Zhongfu Shenying.In 2018, China Building Materials Group contributed 6.14% of the revenue of Zhongfu Shenying, ranking the second largest customer;In 2019, China Building Materials Group again contributed 8.16% of the revenue of Zhongfu Shenying, making it the second largest customer of Zhongfu Shenying. In this year, Yingyou Group also contributed 4.90% of the revenue, making it the third largest customer of Zhongfu Shenying.In 2020, The sales revenue of Yingyou Group accounted for 6.29% of the total revenue of Zhongfu Shenying, making it the second largest customer of Zhongfu Shenying.At the same time, Yingyou Group is the second largest supplier of Zhongfu Shenying in 2020.In 2020, Zhongfu Shenying purchased 284 million yuan of machinery and equipment from Jiangsu Yingyou. As mentioned above, this part of equipment of Zhongfu Shenying is planned to be used for the layout of xining 10,000-ton carbon fiber project.As a result, the amount of goods purchased and services received by Zhongfu Shenying in regular related transactions in 2020 increased from 13.5434 million yuan in the previous year to 287 million yuan.