Wen/Rui Finance Sun Subo
With the tightening of listing supervision, there has been a "withdrawal tide" of A-shares since this year.
On April 8, another member of the cancellation force was added. After Shenzhen Aikang Biotechnology Co., Ltd. (hereinafter referred to as "Aikang Biotechnology") voluntarily withdrew its listing application documents, the listing review was terminated by the Shanghai Stock Exchange.
In September 2022, Aikang Biology submitted the prospectus for the first time. A month later, it received an inquiry letter from the Shanghai Stock Exchange, but until the cancellation, the market did not wait to reply.
It can be seen from the prospectus submitted by Aikang Biology that in the process of external equity financing, it signed a bet agreement with investors.
With the withdrawal of the listing application of Aikang Bio, the terminated gambling terms will come back to life again, and Zhang Chuanguo, the actual controller of Aikang Bio, will face the buyback of 1.2 million shares.
01. Termination of IPO under the pressure of gambling
Or trigger repurchase terms of the controller
1. The actual controller changed from German department of Peking University to selling medical equipment after graduation, and did not disclose the reason for seeking a niece to hold the equity
At the age of 18, Zhang Chuanguo, the founder of Aikang Biology, stood at the first fork in his life - facing the filling in of college entrance examination volunteers. At that time, he was particularly interested in science courses such as mathematics, physics and chemistry when he was young, but he chose German language major of Peking University at random and was admitted successfully.
During his stay at Peking University, in addition to learning the German language of his major, Zhang Chuanguo often listened to the courses of physics and electronics and other related majors, and occasionally made research on radios and circuit boards in his spare time.
After graduation, Zhang Chuanguo returned to his hometown Wuhan and worked as a teacher in Wuhan Water Transport Engineering College (now Yujiatou Campus of Wuhan University of Technology) for 14 years.
In September 1998, the new semester began. Instead of standing on the platform as usual, Zhang Chuanguo began to show his strength in the medical equipment industry.
After five years of working in Beijing Sailer Medical Equipment Co., Ltd. (hereinafter referred to as "Sailer Medical"), Zhang Chuanguo, Ding Qi, Qiang Yongping and Peng Gang jointly invested 1 million yuan to establish the predecessor of Aikang Biology, "Shenzhen Aikang Electronics Co., Ltd." (hereinafter referred to as "Aikang Co., Ltd."). Among them, Zhang Chuanguo subscribed 500000 yuan, holding 50% of the shares.
It is puzzling that the next year after the establishment of the company, Zhang Chuanguo handed over all the shares he held to his niece Zhu Yanli. In the prospectus, Aikang Biology did not explain why Zhang Chuanguo asked his niece to hold the equity.
This agency holding relationship lasted for three years before it was terminated. On December 24, 2007, Zhu Yanli transferred 25% of her shares in Aikang Co., Ltd. to Zhang Chuanguo, and the remaining 25% of her shares were transferred to Ding Qi according to the wishes of Zhang Chuanguo and Ding Qi.
It should be pointed out that CACLP in vitro diagnosis information network had a dialogue with Zhang Chuanguo. It was mentioned in the communication between the two sides that Sailer Medical is actually a company founded by Zhang Chuanguo. However, according to Tianyan, the shareholders of the company are Ding Qing and Huang Jingchuan, and they were revoked in December 2007.
According to the interview content of CACLP, the business of Sailer Medical is the agent of imported equipment. At that time, as a middleman, Zhang Chuanguo and his team encountered many problems. "For the problems reflected by customers, foreign suppliers can only reply for half a year or one year, while real improvement will take more time, and customer problems cannot be solved in time.". After being repeatedly "choked", Zhang Chuanguo began to embark on a new entrepreneurial path and independently developed a fully automated blood group analysis system.
Until September 2022, before the submission of the report, Zhang Chuanguo directly held 52.80% of the shares, and indirectly held 2.28% through Bonaparte Investment, holding 55.08% of the shares of Aikang Biotech in total. He is the actual controller of Aikang Biotech.
2. The actual controller is faced with 1.2 million share repurchases after cancellation
When submitting the listing application to the Science and Technology Innovation Board, the listing criteria selected by Aikang Biotech are: "the estimated market value is not less than 1 billion yuan, the net profit in the last two years is positive and the accumulated net profit is not less than 50 million yuan, or the estimated market value is not less than 1 billion yuan, the net profit in the last year is positive and the operating income is not less than 100 million yuan".
Or in order to achieve the market value specified in the listing standards, Aikang Biotech introduced two external shareholders in January 2021. At that time, Shenzhen Zhongshandan Venture Capital Co., Ltd. (hereinafter referred to as "Zhongshandan Venture Capital") and Shenzhen Huadang Industrial Partnership (Limited Partnership) (hereinafter referred to as "Huadang Industrial") respectively subscribed an additional registered capital of 2135000 yuan to Aikang Co., Ltd. with 12 million yuan. After the capital increase, Aikang Co., Ltd. has a registered capital of 21.3542 million yuan, with an estimated value of about 1.2 billion yuan.
According to Rui Finance's Pre IPO, SMD Venture Capital is a wholly-owned subsidiary of Shenzhen Guarantee Group Co., Ltd., and the actual controller is the State owned Assets Supervision and Administration Commission of Shenzhen Municipal People's Government. Another investor, Huadang Industry, is 50% owned by natural persons Yao Xinbo and Yao Weiming respectively.
According to the relevant management measures for state-owned shares, as the state-owned shareholder of Aikang Bio, if Aikang Bio issues shares and goes public, its securities account registered in China Securities Depository and Clearing Co., Ltd. should be marked with "SS" logo. However, as of the signing date of the IPO Bookmark of Aikang Biology, the approval document of the relevant competent department on the establishment of state-owned shares has not been obtained.
It should be pointed out that one month before the small and medium-sized venture capital and Huadang Industry increased their capital to Aikang Biology, the five employee stock ownership platforms of Aikang Biology increased their capital to Aikang Co., Ltd. by 1.016 million yuan, 3.440 million yuan, 2.288 million yuan, 1.896 million yuan and 96000 yuan respectively at a price of 22.48 yuan per share, and the corresponding registered capital was 45200 yuan, 153038 million yuan, 101788 million yuan 843.49 million yuan and 427.08 million yuan. The difference between the capital increase price of the employee stock holding platform and the capital increase price of 56.20 yuan/share of Small and Medium sized Venture Capital and Huadang Industry was recognized as share based payment by Aikang Biology, with an amount of 12.9619 million yuan.
In addition, according to the Preliminary IPO of Rui Finance, while investing in Aikang Biotech, Small and Medium sized Venture Capital and Huadang Industry also signed a wager agreement with Zhang Chuanguo, the actual controller of Aikang Biotech, and Qiang Yongping, the director and general manager of the company, which included equity buyback clauses.
At that time, Zhang Chuanguo and Qiang Yongping promised that if Aikang Biotech failed to submit the domestic A-share IPO application materials before December 31, 2022 and was accepted by the review agency or failed to complete the listing before December 31, 2023, then Xiaodan Venture Capital and Huadang Industry would have the right to request Zhang Chuanguo One or both parties of Qiang Yongping repurchased all the equity of Aikang Biology held by him.
Although all the terms of "Share Repurchase" have been automatically suspended when Aikang Biologics applied for IPO, according to the previous agreement of the parties, if Aikang Biologics failed to complete the IPO and listing within the IPO commitment period, all the terms of "Share Repurchase" will be suspended, withdrawn, invalidated It will automatically resume its effectiveness when rejected or from the date of expiration of the aforementioned period.
After obtaining the investment from Small and Medium sized Venture Capital and Huadang Industry, Aikang Co., Ltd. was restructured as a joint stock company in December 2021, and the company name was also changed to "Shenzhen Aikang Biotechnology Co., Ltd.". In September of the next year, Aikang Biology submitted its listing application on the science and technology innovation board. At that time, Small and Medium sized Venture Capital and Huadang Industry held 600000 shares respectively.
Until the submission of the form, the shareholders of Aikang Biology include Zhang Chuanguo, the chairman of the board of directors, Qiang Yongping, the director and general manager, Ding Qi, the sales consultant, the employee stock holding platform Bonaparte Investment, small and medium-sized venture capital, Huadang Industry, the employee stock holding platform Youruinas Investment, Jiuxiang Investment, the employee stock holding platform Aijie Investment, the employee stock holding platform Oushennas Investment, Changsheng Investment Master Investment, an employee shareholding platform, holds 52.8%, 19.2%, 13.4%, 9.8%, 1%, 1%, 0.72%, 0.63%, 0.48%, 0.4%, 0.37% and 0.21% of shares respectively.
Among them, Jiuxiang Investment and Changsheng Investment invested in April 2021. At that time, Ding Qi, the sales consultant, transferred 0.625% equity of Aikang Co., Ltd. to Jiuxiang Investment at the price of 12.5 million yuan, and 0.375% equity of Aikang Co., Ltd. to Changsheng Investment at the price of 7.5 million yuan, realizing a total of 20 million yuan.
One month after submitting the form, Aikang Biology received the listing inquiry letter from the Shanghai Stock Exchange. According to Article 44 of the Review Rules of Shanghai Stock Exchange for the Issuance and Listing of Shares, "the total time for the issuer, its sponsor and securities service institution to reply to the examination and inquiry of the Exchange shall not exceed three months". However, three months later, the Shanghai Stock Exchange and the market did not wait for the reply of Aikang Biological. Until the cancellation on April 9 this year, Aikang Biology ignored this inquiry letter for a year and a half.
With the IPO of Aikang Bio failed, Zhang Chuanguo and Qiang Yongping were also faced with the obligation to buy back 1.2 million shares. In the prospectus, Aikang Biology did not disclose the price of the repurchased shares. But we can be sure that it will not be less than the respective share price of 12 million yuan of small and medium-sized venture capital and Huadang Industry.
Aikang Biotech once said in the prospectus that Zhang Chuanguo and Qiang Yongping have sufficient economic strength and conditions to fulfill the equity repurchase obligations agreed in the Supplementary Agreement for Capital Increase and Share Expansion.
02. The increase of large dividends in the next year slowed down the decline of net profit
Negative operating cash flow before statement submission
The main medical equipment sold by Aikang Biology is full-automatic enzyme-linked immunosorbent assay (ELISA) and full-automatic blood type analyzer. It realizes business income and profits by independently developing, producing and selling in vitro diagnostic instruments, reagents and consumables, and providing in vitro diagnostic instruments or modules for customers through CDMO services.
According to Frost Sullivan's data, the market share of Aikang Bio's full-automatic enzyme immunoassay apparatus in domestic medical institutions and other ports and blood stations is ranked second and second respectively, and the market share of full-automatic blood type analyzer in domestic medical institutions and other ports and blood stations is ranked sixth and first respectively.
From 2019 to 2021 and from January to March 2022, the revenue of Aikang Biology is 239 million yuan, 370 million yuan, 397 million yuan and 101 million yuan respectively; The net profits not attributable to the parent company were 29.3806 million yuan, 72.0484 million yuan, 52.9573 million yuan and 16.3205 million yuan respectively.
It can be seen that in 2020, the revenue of Aikang Biology increased by 54.73% year on year, while in 2021, it only increased by 7.3%. At the same time, in 2020, the net profit of Aikang Biology after deducting non income from the parent increased by 1.45 times on a year-on-year basis, but in 2021, it declined by 26.5% on a year-on-year basis.
Rui Finance's Pre IPO found that in 2020, when the epidemic was raging nationwide, the demand for nucleic acid extractors increased significantly, and the sales of Aikang biological related products also increased rapidly, with the prices and gross margins of related products at a high level.
According to the prospectus, from 2019 to 2021, the revenue of instrument products of Aikang Biology accounted for more than 70% of the total revenue. Among the instrument products of Aikang Biology, the income share of enzyme immunoassay products is the highest, exceeding 45% in each period.
From 2019 to 2021, the revenue of Aikang biological enzyme immunoassay products will be 101 million yuan, 151 million yuan and 127 million yuan respectively, the sales volume will be 301, 454 and 375 sets respectively, and the average sales unit price will be 336400 yuan/set, 333500 yuan/set and 337500 yuan/set respectively. The reasons for the decline in sales volume, unit price and total revenue of ELISA products in 2021 have not been disclosed by Aikang Biology.
It should be pointed out that before the growth of revenue slowed down in 2021 and the net profit deducted from non parent companies declined, Aikang Biological had a dividend of 25 million yuan in 2020.
In addition, it is worth noting that at the end of the first quarter of 2022, the net cash flow generated from the operating activities of Aikang Biological fell short, amounting to -14.7177 million yuan. By the end of 2021, the net cash flow from the operating activities of Aikang Biology in the current year was 47.604 million yuan.
In this regard, Aikang Biological explained that the company's production and sales are seasonal. In the first quarter, key raw materials will be purchased in advance for the production of the whole year, and the sales in the first quarter are small. Therefore, the net cash flow from operating activities is usually small.
03. The total amount of third-party payment collection in three years is nearly 70 million
On lending, external collection and payment are alleged to have irregular internal control
In March 2022, Aikang Biology signed a coaching agreement with China Merchants Securities Co., Ltd. (hereinafter referred to as "China Merchants Securities"). Before Aikang Biology submitted its listing application to the Shanghai Stock Exchange, China Merchants Securities released the Listing Guidance Report.
In the report, China Merchants Securities pointed out that the implementation of internal control of Aikang Biology was not in place, such as entrusted lending, third-party payment collection, related party capital transactions and cash receipts and payments.
Rui Finance and Economics found in the Pre IPO that in 2019, Aikang Biology applied for a loan from China Merchants Bank to meet the demand for working capital, and was entrusted to pay the loan to Dongguan Junlin Hardware Products Co., Ltd., LAPIDUS and Shenzhen Aibang Technology Co., Ltd., and then transferred the loan back to the company, with a total amount of 8.18 million yuan.
In addition, in 2019 and 2020, Aikang Bio had collected 11.628 million yuan and 9.6931 million yuan from non related parties through personal accounts, which were mainly used to pay employees' salaries and bonuses, shareholders' dividends, expense reimbursement, income and expenditure of current accounts of employees/related parties/subsidiaries, cash deposits and withdrawals.
From 2019 to 2021 and from January to March 2022, the amount of third-party payment collected by Aikang Biology was 24.9123 million yuan, 41.448 million yuan, 3.3638 million yuan and 1.8198 million yuan, respectively. Aikang Biotech said that the third-party payment collection of the company includes the designated special departments for government procurement projects (mainly including Zunyi Municipal Treasury Payment Center, Xianning Finance Bureau zero balance account, Luoyang Finance Bureau, Shenzhen Bao'an District Finance Bureau, etc.), related companies designated by the customer's group, overseas related parties Due to the convenience of payment and other reasons, the customer designated a third party to pay.
Appendix: List of IPO Intermediaries of Aikang Biology
Sponsor and lead underwriter: China Merchants Securities Co., Ltd
Lawyer of the Issuer: Shanghai Jintiancheng Law Firm
Audit institution: Tianjian Certified Public Accountants (special general partnership)
Appraisal agency: Beijing North Asia Assets Appraisal Office (special general partnership)
