"Public Opinion" Vortex Of Hesai Technology'S IPO Withdrawal Materials: Does Shareholder'S Investment Penetrate The Warning Of Making Rich Stars?

Some of the star "unicorns" that are sought after by the market have successively terminated the IPO process, causing concern.

Hesai technology is a typical example.

Last week, Hesai technology, which is expected to become the "first share of lidar", withdrew its IPO application, just two months after it submitted a prospectus to the sci tech Innovation Board of Shanghai Stock Exchange.

In January this year, Hesai technology submitted a prospectus to the science and technology innovation board, planning to raise 2 billion yuan, and the sponsor was Huatai United. On January 7, the IPO application of Hesai technology was accepted by the science and technology innovation board, and the first round of inquiry began on February 3.

However, only one month later, Hesai technology withdrew the materials without reply.

The 21st century economic reporter contacted the company many times, but as of the time of press release, the company had no response to the termination of IPO.

In the current period of "technology unicorn" terminating IPO successively, Hesai technology, as a star enterprise which is still in its infancy and has been "well-known" at home and abroad, has been subject to a lot of doubts, such as "substandard quality", "patent dispute" and "immature market".

Recently, the 21st century economic reporter learned exclusively from investment bankers that Hesai technology has stopped IPO, or involved in the verification of US dollar fund shareholders and overseas business.

What enlightenment can the market get from the case of Hesai technology?

Last week, Hesai technology, which is expected to become the "first share of lidar", withdrew its IPO application

Stop IPO or shareholder penetration verification

As a leading domestic lidar enterprise, Hesai technology has been given high expectations by the industry market.

This high-tech enterprise originated in Silicon Valley of the United States, has had a halo since its inception: the founder team is full of technical background. Li Yifan, chairman, general manager and CEO, holds a bachelor's degree from Tsinghua University and a doctor's degree from the University of Illinois, majoring in the field of Intelligent Robotics; Sun Kai, the chief scientist, graduated from the mechanical and electronic Department of Stanford University; and Xiang Shaoqing, the chief technical officer, has a double master's degree in electronic engineering and mechanical engineering of Stanford University, specializing in the field of intelligent electromechanical integration.

Industry track and talent halo make Hesai technology favored by many investors.

According to incomplete statistics of the reporter, since its establishment, Hesai technology has completed a total of more than 230 million US dollars in financing, with investors including Baidu, Lightspeed China, Qiming venture capital, Detong capital, Bosch group, Zhenge fund and other well-known funds at home and abroad.

Sun Kai, Li Yifan and Xiang Shaoqing are the actual controllers of the company. They controlled 37.16% of the company's shares before this issue, and 71.45% of the company's voting rights were jointly controlled through the arrangement of special voting rights.

According to the prospectus, Lightspeed opportunity is the largest external institutional investor second only to the founder team, and currently holds 7.98% of the equity of Hesai technology.

According to the data, the Lightspeed opportunity is a US dollar fund established by the light speed fund on July 3, 2019, with a fund-raising scale of US $1.5 billion. However, there is no data on its specific investors.

In addition to the Lightspeed opportunity, Lightspeed China directly holds 9.52% of the shares of Hesai technology through Lightspeed HS, light select and Guangyi investment.

But the prospectus lists the latter three as persons acting in concert and does not include the Lightspeed opportunity.

According to the prospectus, the actual controllers of Lightspeed HS and light select are mi Qun and Han Yan (both of which are founding partners of Lightspeed China), and the investment decision-making committee of Guangyi investment is composed of MI Qun and Han Yan; MI Qun and Han Yan are executive partners of Guangyi investment, and senior managers of Shanghai Guangyi investment management partnership (limited partnership).

In addition, there are 8 foreign shareholders in Hesai technology, including Goldstar investment (3.02%), qm116 (2.57%), Moonstone (1.72%) and MC2 (Hong Kong) Limited (0.96%), but the shareholding ratio is not more than 5%. Among them, DINGHE investment, Feiyu investment and MC2 (Hong Kong) Limited once increased the capital of Hesai technology in September 2020, which is less than one year up to now.

The 21st century economic reporter learned from investment bankers that the investors behind the US dollar fund, as well as the verification of whether there is interest transfer behavior, or the fuse for Hesai technology to withdraw its IPO application.

On February 5, 2021, the China Securities Regulatory Commission (CSRC) issued the guidelines on the application of regulatory rules on information disclosure of shareholders of enterprises applying for initial listing, and the Shanghai and Shenzhen stock exchanges also successively issued supporting audit requirements for the science and technology innovation board and the growth enterprise market.

Article 5 of the guidelines stipulates that "if the equity structure of an issuer's shareholder is a company or a limited partnership with two or more levels and has no actual business operation, if the transaction price of the shareholder's equity acquisition is obviously abnormal, the intermediary institution shall penetrate through and check the shareholder to the ultimate holder, indicating whether there are the situations in Items 1 and 2 of the guidelines.".

A feast for star enterprises

Earlier, many enterprises applying for IPO on the science and technology innovation board were required to conduct penetration verification.

A typical example is Jinshan office. The listing Audit Committee of the science and technology innovation board once asked Jinshan office to make supplementary explanations on whether some overseas shareholders belong to partnership enterprises, companies and other shareholding entities established solely for the purpose of holding companies, and whether they belong to the shareholding platform that needs to penetrate through the verification and calculate the number of shareholders.

Jinshan office holds that the relevant foreign investor's shareholders "are not funds established to avoid the stipulation that the number of shareholders shall not exceed 200 in domestic laws and regulations. After the written statement issued by the above-mentioned overseas investors' shareholders, the overseas investors and their direct shareholders / partners of the company do not have special agreements such as entrusted shareholding, trust shareholding, gambling agreement, etc Therefore, there is no need for penetration calculation for the three foreign shareholders of the company.

Shareholders are required to penetrate the back, which is closely related to the feast of star enterprises.

"A series of situations, such as early stock taking and surprise stock taking, occur frequently." According to an investment banker in Beijing, it is no surprise to strengthen shareholder penetration.

On the other side of Hesai's IPO failure, a feast of wealth making that has been dormant for many years has been opened.

According to the 21st century economic report, before listing, Hesai's equity changed frequently. Among the two equity transfers with a difference of only three months, the company's valuation soared by more than 60%.

On January 9, 2018, Hesai Co., Ltd., the predecessor of Hesai technology, conducted the second equity transfer and the sixth capital increase. Four institutional and individual shareholders transferred their 0.17% equity of Hesai limited to Zhenge fund at a price of US $250000 or equivalent RMB.

Based on this calculation, the value of the round is about 147 million US dollars.

But three months later, that is, April 2018, five institutions including Zhenge fund increased the capital of Hesai Co., Ltd., with a total of US $14.4489 million or equivalent RMB to subscribe for 2.5812 million yuan of registered capital (about 6.02% of shares).

Based on this calculation, the estimated capital increase of Hesai technology in this round is about 241 million US dollars.

This means that in just three months, the value of Hesai technology has increased by 63.95%. And Zhenge fund was lucky to have completed most of its stake before the valuation soared.

In addition, the three founders of Hesai technology have completed a wave of cash out in 2020 through the transfer of equity to Feiyu investment, which has invested less than one year.

According to the prospectus, in February 2020, Shanghai Yazhan and other three companies respectively transferred 10.84% - 11.19% of the equity of Hesai Co., Ltd. to the three founders, and the transfer consideration was less than 274700 yuan.

Less than half a year after the transaction, Sun Kai, Li Yifan, and Xiang Shaoqing, the three founders of Hesai technology, respectively transferred 0.5% equity to Feiyu investment, with a total cash of 103.5 million yuan (each of them obtained the transfer price of 34.5 million yuan).

Technical route leads to disputes

Another controversial issue of husai technology lies in its immature market and unclear technical route.

Since its establishment, Hesai technology has been focusing on lidar and laser gas sensors. Its main product is lidar, which can be used in automatic driving, robot, UAV and other scenes.

Lidar is generally divided into mechanical, semi-solid and solid. Mechanical lidar is mostly used for unmanned driving, and its volume is large and its price is high, so it is not suitable for mass production vehicles. Some people in the industry believe that the semi-solid laser radar with rotating mirror and MEMS is mainly used in advanced auxiliary driving vehicles. With the gradual maturity of solid-state lidar technology in the medium and long term, it is possible to replace the semi-solid state.

At present, the main products of Hesai technology are mechanical rotary lidar and semi-solid lidar, and its customers are mainly from the field of automatic driving. Such as Baidu, Bosch and other industrial giants are investors of Hesai.

Since the official launch of the 40 line lidar product pandar40 in April 2017, it has embarked on a commercial journey.

In April 2018 and January 2019, Hesai technology successively launched pandar40p and 64 line lidar products pandar64 with performance upgrading.

At present, pandar40p and pandar64 are widely recognized by head driverless companies around the world. By 2020, the company has customers in 23 countries around the world. More than half of the top 15 companies in California DMV's driving test mileage list in 2019 have selected the company's products as the main lidar for the driverless fleet.

But in recent years, due to the laser radar as a new precision sensor, the product iteration speed is fast, and there is no established industry standard and mature and stable process. From the initial single point lidar to mechanical, semi-solid, solid-state, FMCW and other technical structures, it needs to rely on a large number of high-level technical personnel and adequate financial support.

From January to September in 2017, 2018, 2019 and 2020, the operating revenue of Hesai technology was 19.474 million yuan, 132.8701 million yuan, 348.4741 million yuan and 253.20 52 million yuan respectively, and the net profit was - 24.2723 million yuan, 16.1123 million yuan, - 14.7335 million yuan and - 93.7975 million yuan, respectively. As of the end of September 2020, the accumulated unrecoverable loss of Hesai technology on the merger level was - 38.7385 million yuan.

In fact, in recent years, both Internet giants and vehicle companies have been laying out the field of unmanned driving and invested heavily in lidar. In addition to the A8 and S-class flagship models of Audi and Mercedes Benz, many car companies have announced that they will mass produce models equipped with laser radar.

However, in the view of many market participants, there are still many challenges facing the mass production and landing of lidar.

Previously, Hu Xiaobo, the founder and chairman of Radin intelligent, another domestic lidar manufacturer, once said in an interview with the media that "2021 can only be regarded as the test year for mass production of lidar front assembly, and the real first year of mass production has to wait.".

At present, lidar is still in the development stage of technical iteration. There are different routes for lidar in five aspects: ranging principle, laser emission, laser receiving, beam manipulation and information processing.

Among them, in the ranging principle, there are frequency modulated continuous wave and time flight method; in laser emission, there are two mainstream wave bands: 905nm and 1550nm; in the mainstream scheme of laser reception, there are APD, SPAD or SIPM schemes; in the beam manipulation, it is divided into mechanical, mixed solid and solid three categories, which can be further subdivided into a variety of specific technical routes.

In the view of market participants, the technologies in these fields can be combined into dozens of different technology routes. The biggest problem is that no one technology route has become a complete consensus and can be widely applied in automobiles.

At present, the products of Hesai technology and velodyne are mainly mechanical lidar, while overseas enterprises luminar, innoviz At present, livox and Radisson intelligence mainly adopt the rotating mirror mixed solid-state scheme; the products of Suteng juchuang which have obtained mass production orders adopt MEMS Micro galvanometer scheme; ibeo and ouster mainly adopt flash scheme; and quanergy has been focusing on developing OPA solid-state lidar technology.

Hesai technology also pointed out that if the technical route of the demand for lidar in the downstream industry market is significantly different from that selected by the company, it will have a certain adverse impact on the downstream market demand of the company's products; At the same time, if the company fails to timely and effectively develop and launch new products suitable for the future mainstream technology route, the company's competitive advantage and profitability will be adversely affected.

In addition, due to more export sales of Hesai technology products, the verification of its overseas business income may also be the focus of the regulatory authorities.

During the reporting period, the export revenue of Hesai technology was 10.5623 million yuan, 105 million yuan, 222 million yuan and 153 million yuan respectively, accounting for 55.17%, 78.92%, 63.89% and 60.53% of the main business income of that year, respectively. The export business of this kind was mainly settled in us dollars and Euro dollars.

Argument on unicorn's successive IPO termination

As a star "unicorn" who has been given high expectations, Hesai technology "turn back" has caused many disputes in the market.

Some market people even question the company's financial fraud and substandard performance.

The reporter of 21st century economic report has repeatedly called the external contact number and financial contact information of Hesai technology, but the operator did not respond to the reasons for the withdrawal of materials.

Under the current general trend environment, Hesai technology is not a case in point. The negative public opinion caused by Hesai technology has something to do with the current environment in which star technology companies withdraw their IPO applications.

According to incomplete statistics by the reporter, as of March 18, the number of enterprises that have terminated their IPO applications this year has reached 73, including 27 enterprises on the science and technology innovation board, 41 on the gem, and some Unicorn enterprises such as yunzhisheng and ruixinwei, which are hot in the primary market.

Of the 20 enterprises that were selected for on-site inspection in January this year, 16 of them have withdrawn.

This phenomenon also makes many market people worry about the quality of IPO companies to be declared and under examination.

"The original intention of the registration system is to allow companies that meet the requirements for issuing and listing to enter the capital market more effectively. It has never been said that the regulatory authorities will not approve the registration system, and will release them to the market at will. If there are too many companies to declare, it means that there will be fish fishing in troubled waters. It is reasonable for the regulatory authorities to curb those who fish in troubled waters through on-site inspection and on-site supervision. " Wang Jiyue, a senior investment banker, pointed out.

However, Wang Jiyue further added: "maybe some companies have serious problems, and even have the suspicion of financial fraud, but most of the withdrawn companies do not have financial fraud. What's more, it is more likely that the standardization in some aspects has not yet met the requirements for issuing and listing, and there are still some companies that rush to apply for the draft of intermediary agencies, and the intermediary mechanism is not perfect It is not that the issuer is not able to withstand investigation. "

It is worth mentioning that, in addition to "rush to declare", the development cycle of some high-tech enterprises is also easy to lead to some innovation "unicorns" unable to meet the requirements of domestic IPO listing.

"The application scenarios of many AI enterprises can not be implemented, which is not suitable for declaring domestic capital market. It will be difficult for the enterprises on the pseudo science and technology innovation board to obtain the approval from the regulatory authorities if they are unable to obtain income and land Zhu Weiyi, chairman of power capital, told reporters of the 21st century economic report.

The reporter of the 21st century economic report learned that before that, there were already technology enterprises in the market. They were ready to spend money to buy running water and income after financing, so as to meet the standard of listing on the science and technology innovation board.

However, some people in the market believe that the current measures such as strengthening on-site inspection and on-site supervision, strengthening inquiry and slowing down the issuance of approval documents are only temporary measures to curb "fish fishing in troubled waters", but not the root cause.

"We need to address the symptoms rather than the root causes. When the audit is relaxed again, these enterprises will still come back." Zhu is the main road.