The First Case Of Core Technology Held By The Actual Controller Of Science And Technology Innovation Board: Exclusive Response: There Is No Capital Injection Plan For External Shareholders

Recently, a science and Technology Innovation Board will attract market attention.

On August 25, according to the announcement of Shanghai Stock Exchange, Shanghai Xindao Electronic Technology Co., Ltd. (hereinafter referred to as "Xindao technology") has successfully passed the examination and approval of the municipal Party Committee on the science and technology innovation board, and another power semiconductor enterprise will be listed on the science and technology innovation board.

In the absence of core, the successful listing of core technology in the future will help the semiconductor industry from the capital market. The company is special in that all its shares are 100% controlled by the actual controller Ou Xinhua, which has become the only one since the opening of the science and technology innovation board.

From the on-the-spot inquiry of the audit meeting of the municipal Party committee, we focus on two major issues: one is the sustainability of the growth of core technology performance and the other is the advancement of technology; There is also a fair issue about equity transfer, and there is no need for further implementation by the issuer.

"On the whole, the IEC is quite satisfied with the quality of the company. The smooth passing of the meeting with 100% holding of the actual controller also reflects the inclusiveness of the scientific and technological innovation board for different enterprises." Some investment banks said.

On the evening of August 26, Xindao technology exclusively replied to the 21st century economic report that "at present, the company has no plan to inject capital from external shareholders. If there are other relevant developments after listing, the company will make an announcement according to relevant regulations." The company also responded to other market concerns.

Dong Dengxin, director of the Institute of Finance and securities of Wuhan University of science and technology, said in an interview that "highly centralized ownership structure has advantages and disadvantages. On the one hand, it is conducive to the effectiveness and authority of the company's operation and management. On the other hand, the ownership structure may be difficult to form power checks and balances or internal risk isolation, and internal supervision may be opaque or internal risk control is not in place. If the actual controller can take a long-term view of the enterprise and be responsible for the enterprise, of course, he can do well. For hard technology companies, this kind of ownership structure may have its special effect. "

In the absence of core, the successful listing of core technology in the future will help the semiconductor industry from the capital market. Xinhua News Agency

The actual controller holds 100% of the shares

Core technology submitted its listing application on April 9. After two rounds of inquiry, the 4-month science and technology innovation board rush examination will come to an end.

The current equity structure of the company is very simple. At present, the total share capital of the company is 45 million shares, and there are only three shareholders: the controlling shareholder Shanghai Shendao Enterprise Management Co., Ltd. holds 51%, Ou Xinhua holds 40%, and Shanghai cuihui Enterprise Management Service Center (limited partnership) holds 9%.

Shanghai Xindao is a wholly owned company of Ou Xinhua, and the executive partner of Shanghai cuihui is Ou Xinhua, who holds 27.75% of the partnership. Therefore, Ou Xinhua, the actual controller, controls 100% of the company's shares.

Core technology plans to issue no more than 15 million RMB common shares, accounting for no less than 25% of the total share capital after the issuance, and the proposed fund-raising amount is 444 million yuan. After the completion of the issuance, the proportion of shares directly and indirectly controlled by ouxinhua will drop to 75%, and it will still be in the absolute holding position.

One of the issues that the listing committee is concerned about is: it is required to explain whether Kong fanwei transferred 60% of his shares in Xindao Co., Ltd. to ouxinhua in 2016, whether the transfer price is fair and whether there are other interest arrangements.

According to the prospectus, the company's predecessor, Xindao Co., Ltd., was established on November 26, 2009 with the capital of natural persons Kong fanwei and LV Jiaxiang, with Kong fanwei holding 65% and LV Jiaxiang holding 35%. Kong fanwei is a financial investor who did not participate in the operation and management of the company during the period of holding the company's equity; LV Jiaxiang is Ou Xinhua's father-in-law, and his limited shares in Xindao are held on behalf of Ou Xinhua.

Why does Ou Xinhua hold on behalf of his father-in-law? Explanation of the prospectus: the main reason is that Ou Xinhua started his business for the first time at that time. He was worried that the failure of starting a business would affect the future career development. In order to dispel the family's concerns about the uncertainty of the first venture, Lu Jiaxiang, ouxinhua's father-in-law, decided to register as a shareholder of the company after comprehensive consideration.

I didn't expect that Ou Xinhua succeeded in his first venture.

In October 2011, LV Jiaxiang transferred all his 35% equity of Xindao Co., Ltd. to ouxinhua for the reduction of shares held on behalf of others. In 2016, Kong fanwei transferred 60% of the equity of Xindao Co., Ltd. to Ou Xinhua, and no longer held any equity of the company. On December 26, 2019, the company will be changed into a joint-stock company.

The regulation is also concerned about how to protect the rights of small and medium-sized investors in the case that ouxinhua controls all shares independently and plans to have one vote veto power on major issues after IPO?

In response to this problem, Xindao technology responded to the 21st century economic report reporter: "during the reporting period, the company operated in strict accordance with the company law and the articles of association, and has established a relatively perfect corporate governance structure, which can ensure the independence of the company's financial affairs and the effective implementation of the internal control system. After listing, it will also be subject to the supervision and management of regulatory authorities and public shareholders, Fully consider the interests and reasonable demands of small and medium-sized investors, and protect the legitimate rights and interests of small and medium-sized shareholders from being damaged. "

Disputed large cash dividends

21st century economic reporter noticed that during the reporting period, the company had made large cash dividends, and due to this special equity relationship, most of the money went to the pocket of the actual controller, Ou Xinhua.

From 2018 to 2020, the net profits of core technology deducting non attributable parent were 51.5804 million yuan, 45.3903 million yuan and 71.6035 million yuan, respectively, with a total of 168.5742 million yuan. In the same three years, core technology carried out a large amount of dividends, with the amount of 99.2 million yuan (including 1968 million yuan of dividends paid in 2019), 30 million yuan and 18 million yuan, totaling 147.2 million yuan.

According to its disclosure, Ou Xinhua, the actual controller, received a dividend of 69.5495 million yuan after tax, and Shendao business management received a dividend of 52.072 million yuan after tax, and the remaining three (yuan Qiong, Chen Min, Fu Zhigang) received a total of 5.9351 million yuan of dividends; And Shendao business management by Ou Xinhua 100% holding. In other words, ouxinhua has received more than 120 million yuan of dividends in three years.

In response, the company has not paid dividends except for two profit distributions in 2015 and 2016 with a total dividend of 62 million yuan. Kong fanwei held 65% of the company's equity at that time, so the actual controller of the company obtained less dividend income, And the core management team has not shared the company's operating income in many years of operation.

In December 2016, after cuihui enterprise management set up and transferred the shares of Xindao Co., Ltd., the core management of the company, such as Yuan Qiong, Chen Min, Fu Zhigang, etc., indirectly held the equity of the company through cuihui business management; In December 2018, 21 employees, including Liu zongjin and Qiu Xingfu, worked as the second batch of incentive objects and signed partnership agreement with the original partners of cuihui business management, indirectly holding the company's equity. As the company did not pay dividends in 2017, in view of the company's abundant book capital in 2018, in order to encourage the management and business backbone, as well as the company's shareholders' demand for house purchase, the accumulated undistributed profits were distributed twice on the premise of maintaining the funds required by the company's daily operation.

In 2019 and 2020, with the continuous development of the company, in order to motivate employees and share the company's operating income with the incentive objects, the issuer maintained a stable profit distribution policy and distributed cash dividends to all shareholders on the premise of ensuring the capital demand for operation.

In other words, the dividend is mainly to let shareholders and management share more money, the main purpose is to buy a house. But after meeting the demand of the management, in order to purchase the office building, the company has to go public for financing.

There are four fund-raising projects of core technology, including the development and upgrading of high-performance discrete power devices (138.61 million yuan), the development and industrialization of high-performance digital analog hybrid power management chips (124.65 million yuan), the silicon-based gallium nitride high electron mobility power device development project (79.62 million yuan), and the R & D center construction project (100.88 million yuan), There is no own capital investment.

In the development and upgrading project of high-performance discrete power devices, the construction investment fund (office space investment, office space purchase cost, office space decoration cost) is 52.58 million yuan, accounting for 38%, which is planned to be implemented by purchasing 600 square meters of office space.

In the high performance digital analog hybrid power management chip development and industrialization project, the construction investment fund is 52.56 million yuan, accounting for 42.17%, which is planned to be implemented by purchasing 500 square meters of office space.

In the silicon-based gallium nitride high electron mobility power device development project, the construction investment is 26.52 million yuan, accounting for 33.31%. It is planned to purchase 300 square meters of office space.

In the R & D center construction project, the construction investment fund is 74.98 million yuan, accounting for 74.33%, which is planned to be implemented by purchasing 800 square meters of office space.

The above office address is Shanghai Zhangjiang High Tech Park, and the company is still looking for suitable office space. The total purchase cost of this part of the office building is about 200 million yuan, while the previous dividend was nearly 150 million yuan.

Products are concentrated in a single area

Core technology's main business is the R & D and sales of power semiconductors, currently using the fabless business model. From 2018 to 2020, the operating revenue will reach 294 million yuan, 280 million yuan and 368 million yuan, and the net profit attributable to the parent company will be 49.6723 million yuan, 48.0933 million yuan and 74.1638 million yuan respectively.

Compared with competitors, the scale of core technology operation is not large. Domestic power semiconductor enterprises that also use fabless mode to operate, such as weil shares, new clean energy and star semiconductor, all have more than 950 million yuan of relevant business income in 2020.

At the same time, core technology also faces the problems of single main products and concentrated fields.

Its main products are power devices and power IC. The main products of power devices are TVs, MOSFET and Schottky. The revenue of TVs products accounts for a relatively high proportion. In 2020, the revenue of TVs single realization accounts for 70.20% of the main business income of the issuer. TVs products are mainly ESD protection devices, ESD protection devices in 2020 revenue of 245 million yuan, accounting for 94.90% of TVs revenue.

In other words, core technology relies on ESD protection devices to achieve more than 66% of the company's revenue.

Looking at the application field, Xindao technology products are mainly used in consumer electronics, network communication, security, industry and other fields. Among them, the revenue of consumer electronics field accounts for more than 94% of the total revenue for three consecutive years. From 2018 to 2020, the revenue of consumer electronics was 281 million yuan, 265 million yuan and 353 million yuan, accounting for 95.49%, 94.88% and 95.71% of the total revenue.

This means that once the demand for consumer electronic products in the downstream of the industrial chain fluctuates, the company's performance may be greatly affected.

For example, the revenue of Xindao technology in 2019 decreased by nearly 20 million yuan compared with that in 2018. One of the main reasons is that the global smartphone shipment in 2019 is lower than that in 2018; The increase of revenue in 2020 is also mainly due to the increase of the main terminal customers such as Huaqin, Wentai, Chuanyin and Xiaomi communication mobile phone.

At the meeting of the municipal Party committee, the company was asked to explain the rationality and sustainability of the sales growth of the company's main core technology products against the background of global smartphone shipment declining year by year; The reasons and rationality of unit cost decrease and gross profit rate increase in 2020; The company's TVs products are advanced in technology and other issues.

In the prospectus, Xindao technology said that "the main competitors are foreign manufacturers such as Anson semiconductor and Anson, as well as domestic listed company Weil shares". Although Xindao technology has always claimed that its product research and development has been benchmarked against the world's largest manufacturers and domestic advanced enterprises in the same industry, foreign manufacturers Anson semiconductor and Ansen us have a large volume of body, and their revenue in 2020 will reach 9.953 billion yuan and 5.255 billion yuan respectively, which is not comparable with that in financial data.

In the field of TVs, Weill's shipping volume ranks first in China in the consumer market. At the same time, it is also engaged in the distribution of semiconductor products such as passive components, structural devices, discrete devices and IC, and its product categories and application fields are also richer than those of core technology.

In response to the 21st century economic report, the reporter of Xindao technology said, "there are many overlaps in the product direction between the company and Weil, but there are differences in product series and development direction. The company's products have always been based on power devices and power IC. In terms of power devices, TVs products are outstanding in anti surge performance; In terms of power IC, the company has been deeply engaged in the field of fast charging for many years, has a number of mature product series, and is constantly increasing research and development investment, and has a certain competitive advantage in the field of switch fast charging. "

The company also said that in the future, it will strengthen TVs and ESD products to actively explore overseas markets, and enhance the market share and brand influence of the products.