Economic observer Huang Yifan Wang Fang Metal packaging and coatings company for food and beverages Jiangsu Yangrui New Materials Co., Ltd. (hereinafter referred to as "Yangrui New Materials") is planning The second time that the A-share's stock exchange closed.
The information released by the website of the China Securities Regulatory Commission on July 26, 2018 shows that Yangrui New Materials filed the GEM IPO prospectus on July 13 and does not intend to invest more than 12 million shares in the GEM. to give. The share capital does not exceed 48 million shares and the sponsor institution is CICC. Before November 30, 2017, Yangrui Shincai also submitted a prospectus for the prospectus.
However, the first major customer, Origen, caused a net profit of 40% in 2017 as a result of the Red Bull dispute and the performance of Yangrui New Materials were tested. In addition, the new material relationship of Yangrui is driven.According to the prospectus, there are more than ten related transactions of Yangrui New Materials in a regular or sporadic relationship. The reporter called Yangrui New Materials, but no reply was received from the time of the press.
Who is the division of "big family"?
According to the revelation, Yangrui New Materials intends to raise 500 million yuan through this IPO, all of which are used for "70,000 tons of functional coating projects per year". The main content of the construction includes workshops, production help houses, buildings for public works, warehouses, tank areas, extensive buildings and outbuildings.
The prospectus shows that Yangrui Shinki was formerly known as Yangrui Limited, which was founded on July 5, 2006. On December 27, 2016 the company was changed. The main activity of the company is the development, production and sale of coatings for metal packaging for food and beverages. The main products include a three-part tin coating, two-piece tin coating and easy-drawing coating, and are ultimately applied to Red Bull, Yangyuan, Lulu, Want Want, Wahaha, Yinlu, Jiaduobao, Wang Laoji, Snow Beer, Pepsi and others. well-known drinks, beer, metal packaging. The actual controller of Yangrui New Materials is Chen Yong, with a share ratio of 60.10%.
In terms of turnover and sales, the company's development showed an upward trend. According to the prospectus, the company's turnover in 2015-2017 was 215 million, 242 million and 265 million respectively. Net profit for the same period was 574.406 million yuan, 66.316 million yuan and 73.354 million yuan.
A person from the PE investment department in Shanghai told the reporter that the GEM has a net profit of 60 million yuan as a dividing line and that the attendance rate has increased significantly.
However, the prospectus shows that the operating cash flow of Yangrui New Materials from 2015 to 2017 amounted to 28,3891 million yuan, 54,046 million yuan and 35.18 million yuan respectively. The operating cash flow increased in 2017 with the total turnover and net profit. The trends are not synchronized. At the same time, the company's accounts receivable and receivables rose sharply compared to the previous growth and the debtor turnover fell from 3.38 in 2016 to 2.91.
In the field of sales models, Yangrui New Materials is mainly based on direct sales and supplemented with distribution. From 2015 to 2017, Yangrui New Materials' sales to distributors represented 19.46%, 14.19% and 1.57% of the company's main business income respectively. Among them, dealers Chenji Chemical and Suzhou Zhenmao took more than half of the distribution share. In 2015 and 2016, the sale of powder coating products to Origen through Chenji Chemical and Suzhou Zhenmao accounted for 69.87% and 78.86% respectively of the total volume of distribution, and other dealers accounted for a relatively low share.
Yangrui New Materials said that due to the high concentration of the downstream metal packaging industry for food and beverages, the direct sales model is the usual practice of the China's coating industry for the metal and beverage industry, helping companies to do business more efficiently. do with customers.
The fate of Chenji Chemical, Suzhou Zhenmao and Yangrui New Materials began in 2009. According to the prospectus, Yangrui New Materials successfully developed and launched powder coatings in 2009, in the same year the actual controller of Chenji Chemical was changed to Luo Gang. Since Luo Luo has accumulated long-term sales channels and opportunities in the metal packaging industry, Yangrui New Materials has been selling powder coatings to the first largest customer, Origen. The distribution price was confirmed by Yanrui Xincai and Chenji Chemical.
Why did Yangrui New Materials Chenchen Chemical and Suzhou Zhenmao not skip and sell powder coatings directly to Origen to make more profits? Yangrui New Materials stated in the prospectus that because of the influence of Luo Gang in the metal packaging industry and its own willingness to develop, the publisher does not have the strength to recruit the company of Luo Gang, and since 2009 the agent of Luo Gang has started. Sales of its products have made significant progress, which is why Yangrui Xincai believes that the actions of Chenji Chemical and Suzhou Zhenmao are reasonable. In addition, the prospectus shows that the gross profit margins of Yangrui New Materials in 2015, 2016 and 2017 are respectively 44.88%, 46.55% and 48.64%, and the gross profit margins under the distribution model are 52.98%, respectively, 60.00. % and 41.26%. The distribution gross margin is higher than the gross margin direct sales or is one of the reasons.
In June 2017, before the completion of industrial and commercial registration of Chenji Chemical, Yangrui New Materials shareholders, directors, senior executives Fang Xueming and Yang Rui & # 39; s deputy controller Chen Yong's inmother Xue Xiuxiang, Chen Jixiang 50% equity in the chemical industry.
However, the feedback from the first application of Yangrui New Materials, announced by the China Securities Regulatory Commission, showed that the sponsors believed that the mornings were actually controlled and controlled by Luo Gang in the reporting period, and Fang Xueming and Xue Xiuxiang were only the shares of Luo Gang. Dai Zhiren and Chen Ji Chemical Industry and Commerce registered (nominal) shareholders, and believe that Chen Ji Chemical from the point of view of substance above form does not belong to the affiliated parties of the issuer. The CSRC also asked Yangrui to explain whether the sponsor institution is correct.
In addition, the rise of Suzhou Zhenmao also attracted the attention of the Securities Regulatory Bureau. According to the information, Suzhou Zhenmao was established on December 25, 2015 and is controlled by Luo Gang. In 2016, Chenji Chemical started to terminate its operations with Yangrui New Materials, while Suzhou Zhenmao became Yangrui New Materials' third-largest customer in 2016.
The CSRC therefore requested that Yangrui Co., Ltd. explains why the customers of Suzhou Zhenmao and Chenji Chemical, who were controlled by the same actual controller, were not disclosed during the reporting period and the number of employees of Suzhou Zhenmao and Chenji Chemical. At the same time, it must explain the reason and the rationality of the third largest customer of the issuer in 2016 after the establishment of Suzhou Zhenmao. Chenji Chemical began to end its activities with the issuer in 2016.
According to the publication of the prospectus, Yangrui New Materials stopped cooperating with Chenji Chemical and Suzhou Zhenmao in 2017 and sold directly to Origen, and the sales model was changed from distribution to direct sales.
Related related relationship
Founded in October 2011 in Shandong Boruit, the main business is the development, production and sales of metal easy-open lid, is the downstream customer of Yangrui New Materials.
At the same time, Shandong Boruit is also a 100% company of Yangrui New Materials Real Controler Chen Yong. From 2013 to 2017, Yangrui Limited sells coatings and other products directly or indirectly to Shandong Borui.
During the reporting period, the number of transactions between related parties between the two parties, RMB 9.213.400, RMB 7.073.300 and RMB 778.100 respectively in 2015-2017, represented respectively 4.29% and 2.92% of the current operating result of Yangrui New Materials. 0.29%.
In addition, on 28 March 2014, Yangrui Limited repaid the remaining arrears of RMB 1,396,300 to its subsidiaries of the Jiamei group. Shandong Boruit repaid the loan and paid interest on 14 November 2017. The loan period is 44 months.
In addition, Yangrui Limited and Shengxing Group signed the "purchase contract" in April 2014 and the holding or wholly owned subsidiary of Shengxing Group was promoted to Kunming, Shengxing Beijing and Shengxing Shandong under the purchase contract. From 2015 to 2017 I bought coating products from Yangrui New Materials. The related transaction amount was 10.4092 million, 17.314 million and 12.727 million yuan, representing 4.88%, 7.16% and 4.67% of the current operating result. At the same time, Shengxing Group has been the three largest customers of Yangrui New Materials since 2015 for three consecutive years, and in 2017 the company's revenue to Shengxing Group RMB amounted to 23,520,500, representing 8.88% of its sales.
Among them was the holder of Yang Lixin & # 39; s 18.20% shares, Zheng Lizhen's husband Chen Bin, the general manager of Shengxing Kunming, and Zheng Lizhen's brother-in-law Lin Jianwei was the manager of Shengxing Beijing and Shengxing Shandong.
On February 13, 2018, Changzhou Boruit, controlled by the company's current controller, Chen Yong, completed the acquisition of Fujian Dingsheng Hardware Co., Ltd. and its subsidiaries, and completed the registration of industrial and commercial changes, and became a new related party. . In 2017, the company sold a total of 2,357,300 yuan to Fujian Dingsheng and its 100% daughter Zhuhai Dingli.
In addition, Shandong Boruit borrowed 55 million yuan from Origen indirect natural person holders Zhou Yunjie, Wei Qiong and Zhao Yuhui from 27 April to 28 February 2016 through the issuer Yangzhou Borui of the issuer. The shareholders of Long Investment owed money, Zhou Yunjie, Wei Qiong and Zhao Yuhui transferred the above funds to Yangzhou Borui on 5 May 2016. Yangzhou Borui transferred 55 million yuan to Shandong from 5 to 6 May 2016. BRIGHT. In addition, Shengxing Shandong transferred 5 million yuan to the issuer on 3 February 2015. The publisher transferred 5 million yuan to the Shengxing Shandong account on February 4, 2015. None of the two trading companies mentioned above received administration costs. Supervision also requires the company to explain the details of the issuer, the actual controller of the issuer, the related party of the issuer and the client of the issuer, as well as the details and reasons for the collection and payment, and whether the actual controller of the issuer The main shareholders of the aforementioned customers have interest rate agreements.
According to the publication of the prospectus, there are more than ten related transactions of Yangrui New Materials in a regular or sporadic manner. The independent directors of the company have expressed in the prospectus that the related transactions between the company and related parties have followed equality and voluntariness. The principle is that the conditions set by the agreement are fair and reasonable and that there is no damage to the interests of the company and other shareholders, and that this does not adversely affect the financial status, the business performance and the independence of the company. production and operation.
Yangrui New Materials currently has a good operating condition and the operating profit and net profit in 2015-2017 are rising year on year.
On the other hand, from 2015 to 2017, Yangrui Shinco's sales in the top five of customers represented 67.09%, 70.59% and 79.62% of revenue respectively, and customers were relatively concentrated . Although the main customers are well-known domestic metal processing beverage processing companies, the business relationship is stable, but as stated in the prospectus, if the main customers of the company are lost or large customers involved in litigation, litigation etc., resulting in large company changes, to produce the company Sales have a certain impact.
Origen takes as an example, Origen was the biggest customer of Yangrui New Materials during the reporting period. Between 2015 and 2017, the turnover of Yangrui New Materials in Origeni was 23.50%, 28.81% and 45.30% respectively of the operating result. In 2017 Yangrui New Materials received a turnover of 119 million euros from Origen. yuan.
In this connection, Chen Baosheng, Vice President of the China Venture Capital Committee, said that the relatively high concentration of downstream customers is actually a typical feature of large companies in this sector, on the one hand because of the high market concentration of terminal foodstuffs. and beverage industry, which is ranked in the sector. The top companies have a large market share, on the other hand, because the downstream industry has a strict access process for coating suppliers. After a stable cooperation, customers usually concentrate on purchasing from a few suppliers. However, Chen Baosheng also said that Yangrui New Materials still has a great risk of relying too much on a single customer.
Origen mainly produces metal cans, ground coverings and metal packaging with a simple cap, since its foundation in 1997 it is the largest supplier of Red Bull cans. However, the recent price development of Origen is not satisfactory. With effect from 15 August 2018, the price of the share was 5.42 yuan, a decrease of 0.91%. Compared with the resumption price of 6.83 yuan on 12 September 2017, this price has decreased by 20.64%.
On 26 June, Origen announced its follow-up assessment report. With effect from the reporting date, Shanghai Ruilong, the controlling shareholder of Origen, has used 77.74% of its participations in the company for a right of pledge. If the share price of Origen continues to fall, the ratio will be lower or increase further, which in turn affects the stability of the company's shareholding structure.
In addition, due to uncertainties such as adjustment of the demand structure of the fast-moving consumer goods industry, rising raw material prices, and the core customers of the company are in the state of cooperative disputes, according to Origen's annual report, the operating result in 2017 was 7342 billion yuan , a year-on-year decrease of 3.37%. The profit amounted to 597 million yuan, an annual decrease of 44.57%, and the total assets amounted to 14.338 billion yuan, an annual decrease of 3.95%.
In the first quarter of 2018, the first quarter improved slightly. Revenue rose by 3.81% year-on-year. Non-net profit fell by 80.73% year-on-year, but total assets were still in depreciation. , namely 14.158 billion yuan, a year-on-year decrease of 1.32%.
According to Origen's announcement on July 11, 2017, it received a court order that Thailand Tensi Medical & Health Co., Ltd. filed a civil lawsuit against Origen and its subsidiaries, with Origen and Red Bull Vitamin Beverage Co., Ltd. ("China Red Bull") cooperation. Because Origen is currently selling more than 60% of its total sales to China Red Bull, Red Bull in China has a significant impact on the company of Origen.
Although the case is pending, the future judgment affects the upstream company and is still uncertain.
Moreover, the relationship between Yangrui New Materials and Origen is not really the first largest customer. In September 2016, Yangrui Xincai, a person with actual control, Chen Yong, transferred his 4.9% stake in Yangrui Limited to Honghui New Materials. At present, Honghui New Materials has a 4.9% share in Yangrui New Materials and Honghui Xincai is a second-rate subsidiary wholly-owned by Origen. Whether this also concerns the transfer of interests is also a suspicious point mentioned by the CSRC.
The reporter named Yangrui New Materials on the above-mentioned relevant situation, but he did not reply from the press.