nearestvideopoker| Huang Jianping's capital operation suffered setbacks? Marco Polo's listing is suspected of stepping on the wrong pace, IPO plays, connects, moves, and shines financial skills
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Product: research Institute of Sina Finance listed Company
Author: Fuyun
Core point of view: Huang Jianping first took the shares of Sitong, a listed company with shell characteristics, and then listed Marco Polo independent IPO. What is the story behind this operation? It is worth mentioning that Huang Jianping encountered a new wave of registration after buying a shell, and then Marco Polo opened the motherboard listing suspected of stepping on the red line of the new IPO rules. Did Huang Jianping's capital operation step on the wrong rhythm? In addition, Huang Jianping in the Marco Polo IPO operation process, play around related Tengnao style dazzling financial skills.
Recently, Huang Jianping plans to send Marco Polo, whose main business is ceramic products, to A-share motherboard listing, which has triggered a heated discussion in the market. It is reported that Marco Polo is the "brother" company of Sitong shares of A-share company, and the actual controller of Sitong shares is also Huang Jianping.
On the one hand, Marco Polo pays a dividend of 8% before going public.NearestvideopokerThe book capital of .2.3 billion is nearly 4 billion yuan, but IPO has raised 3.1 billion yuan, so the necessity of raising funds has been questioned.NearestvideopokerOn the other hand, Huang Jianping also controls the shares of Sitong, a listed company whose main business is also dabbling in ceramic products, which not only raises questions about the competition among the industry, but also causes a huge contrast between its performance and that of Marco Polo, triggering investors to question the authenticity of Marco Polo's financial statements.
It is worth mentioning that consideration on Marco Polo IPO will be suspended on May 16th. What is the story behind Marco Polo's listing questioned by investors? Will Marco Polo be suspended for consideration on IPO whether the injustice is wrong or not?
Shell buying encounters a big wave of registration system
As to whether Marco Polo competes with Sitong shares in the same industry and whether there is mobility in related performance, this may start from the background of Huang Jianping's acquisition of Sitong shares.
According to the annual report of Sitong shares, its main business company is a new household ceramics supplier integrating R & D, design, production and sales. The products cover a full range of household ceramics, such as household ceramics, sanitary ceramics, art ceramics, architectural decoration and so on.
Huang Jianping won the control of Sitong shares through agreement transfer, fixed increase and tender offer from 2019 to 2021.
According to public data, in April 2019, Huang Jianping and his co-actors Xie Yuezeng and Deng Jianhua spent about 459 million yuan to transfer 50.355 million shares of Cai Zhencheng, the former actual controller of Sitong shares, and his co-actors at a transfer price of 9.12 yuan per share, accounting for 18.88% of the total share capital. In June 2020, Guangdong Weide Industrial Investment Co., Ltd. (referred to as "Weide Industry") controlled by Huang Jianping acquired 35.2 million shares of Sitong shares at a subscription price of 6.25 yuan per share at a cost of 220 million yuan. In August 2021, Weide Industrial, controlled by Huang Jianping, publicly offered to acquire 9.26% of Sitong shares at a cost of 196 million yuan in the secondary market.
It should be pointed out that the performance of Sitong shares is weak and has the characteristics of shell companies, and the specific performance is as follows:
At this point, Huang Jianping became the actual controller of Sitong shares. It is worth mentioning that when Huang Jianping began to become a major shareholder of Sitong shares, it triggered market discussion about Marco Polo's backdoor listing.
Sitong shares and Marco Polo belong to the ceramic industry, Sitong is mainly in household ceramics, while Marco Polo is mainly in construction. From the perspective of industrial chain, there is complementary space for the integration of the two companies. In fact, whether Marco Polo and Sitong shares compete with each other or complement each other can also be further verified by Marco Polo's explanation in the prospectus.
For the issue of competition in the same industry, the prospectus gives the following explanation: Sitong shares are mainly engaged in the design, production and sales of daily ceramics, and the main products include tableware, tea sets, coffee sets, etc. Marco Polo's main business is the research and development, production and sales of building ceramics, and the main products are building tiles. The main business of Marco Polo and Sitong shares is different, there are differences in the main functions of the two products, there is no substitution, competitiveness, there is no conflict of interest.
Suppose Huang Jianping wants to list Marco Polo backdoor in 2019, is it the right time? In the context of the registration system, backdoor cases in recent years have shrunk sharply in the A-share market.
According to wind, there were 24 backdoor listings in 2019. Among them, unexpectedly home, Zhonggong education (rights protection), Osaikang, Jing'ao science and technology, ST Aixu, Xiexin Nengke, Yunnan tourism, Yunnan Neng Investment 8 companies have been completed. Only four listed companies disclosed backdoor transactions for the first time in 2022, down from nine in 2021.
In November 2018, the opening ceremony of the first China International Import Expo officially announced the establishment of Science and Technology Innovation Board and a pilot registration system in the Shanghai Stock Exchange, indicating that the registration system reform has entered the implementation stage. Science and Technology Innovation Board was officially launched in July 2019, and the reform of the registration system began in Science and Technology Innovation Board. As for why backdoor listing shrank in the context of the registration system, industry insiders said that the registration system reform not only accelerates the pace of enterprise IPO audit, thus greatly shortening the queuing time of enterprise IPO, but also increases the inclusiveness of IPO companies, relaxes or even lowers the threshold of enterprise IPO, the threshold of IPO listing is lower than that of backdoor listing, or makes the market more inclined to choose the path of IPO listing.
In the above context, Marco Polo is not listed backdoor as market rumors, but finally chose the road of independent IPO listing. On September 13, 2021, according to the official website of the Guangdong Securities Regulatory Bureau, Marco Polo has registered for the counseling record at the Guangdong Securities Regulatory Bureau on September 12, 2021. On May 19, 2022, Marco Polo submitted the pre-examination materials for the listing of IPO.
IPO listed and stepped on the red line of the new rules?
According to the prospectus, Marco Polo is one of the largest manufacturers and sellers of building ceramics in China, mainly with two own brands: "Marco Polo tiles" and "aesthetic Ludd ceramics". The performance is closely related to the prosperity of the real estate industry.
However, Marco Polo performance shows a continuous downward trend. Both earnings and revenue declined, and the compound growth rate was negative. During the reporting period, the company's operating income was 9.365 billion yuan, 8.661 billion yuan and 8.925 billion yuan respectively, with year-on-year changes of-7.52% and 3.05%, and net profits of 1.653 billion yuan, 1.514 billion yuan and 1.353 billion yuan respectively, with year-on-year changes of-8.41% and-10.65%.
It is worth noting that after IPO rebalancing, the regulation issued a series of new regulations related to IPO, in which profitability was re-emphasized.
On the evening of May 15th, the CSRC issued and implemented the guidelines on the Application of Regulatory rules-issuance Class No. 10 (hereinafter referred to as "guidelines"), which put forward many new requirements for the proposed IPO enterprises (issuers). Among them, the regulatory requirements for profitability are strengthened again. That is, if the return net profit of the enterprise after deducting non-recurring profits and losses in the first three years of listing is more than 50% lower than that of the year before listing, the major shareholders need to extend the lock-in period of their shares, which is promised by the proposed IPO enterprise on its own. In addition, unprofitable enterprises need to disclose the expected profitability and so on. It is clear that Marco Polo's performance does not match the new rules.
At the same time, there are large receivables on the company's assets, which may further aggravate the company's performance risk in the future. According to the prospectus, by the end of 2023, Marco Polo's book value of accounts receivable was 1.599 billion yuan, accounting for 20.45% of current assets at the end of the period, mainly from engineering clients such as real estate. Among them, Rongchuang Real Estate, Greenland Real Estate, Times Real Estate, Sunshine City Real Estate, Outstanding Real Estate, Shimao Real Estate, Blu-ray Real Estate, Agile Real Estate, Jinke Real Estate, Huaxia Happiness, country Garden and other well-known real estate enterprises are all customers of Marco Polo. It should be pointed out that during the reporting period, some of the company's real estate customers have credit default or overdue situation, which has affected the company's cash flow and operating performance to a certain extent.
It is worth noting that in order to beautify the listed target, the company seems to have adopted the financial technology of related mobility, that is, the receivables that may form bad debts are transferred out of the body. The specific operations are as follows:
For the real estate companies that default on their debts among the Marco Polo clients of the issuer, the issuer has reached a real estate debt repayment plan with the relevant real estate companies for the sake of asset preservation, and at the same time, in order to pay off the debts formed by the history of the related parties, therefore, the relevant real estate companies are required to repay the property directly to the issuer's related party. The specific plan is: the issuer and the related party Dongguan Weimei Decoration material Co., Ltd. (referred to as "Beautiful Decoration", the company controlled by the actual controller) sign an agreement to transfer the creditor's rights of the relevant real estate companies to the aesthetic decoration, take the original value of the creditor's rights as the transfer price of the creditor's rights. Weimei Decoration and other related parties sign real estate sales contracts with relevant real estate companies according to the market price, and use this part of the creditor's rights as consideration for the purchase of the relevant real estate to pay to the relevant real estate companies. In 2021, Marco Polo transferred the claims corresponding to 668 million yuan of accounts receivable, other receivables and notes receivable held by the real estate company to the beauty decoration and its related parties.
It is worth mentioning that the Shanghai Municipal Committee raised concerns about the adequacy of Marco Polo's receivables and related bad debts.
In addition, Marco Polo's surprise dividend on the eve of the listing also seems to be on the edge of the new rule red line. It is reported that during the reporting period, Marco Polo paid a total cash dividend of 823 million yuan. Among them, in March 2022, after the examination and approval of the company's second interim shareholders' meeting in 2022, Marco Polo distributed profits of 500 million yuan to all shareholders. Two months later, Marco Polo submitted the motherboard IPO application.
It should be pointed out that on April 12, the Shanghai and Shenzhen exchanges said that they would further study and strengthen the supervision of surprise "warehouse-clearing" dividends of proposed listed companies before listing, and guide prospective listed companies to promise not to pay cash dividends during the examination period after declaration. Among them, the preliminary consideration in terms of indicators is that if the cumulative dividend in the three years in the reporting period accounts for more than 80% of the net profit in the same period, or if the cumulative dividend in the three years in the reporting period exceeds 50% of the net profit in the same period and the cumulative dividend amount exceeds 300 million yuan, and if the total proportion of replenishment and loan repayment in the raised funds is higher than 20%, it will not be allowed to issue and list on the stock market.