Huaxia Tianxin'S IPO Restart: Can The Defects Of The Second Guidance Letter Cover Of The Sponsor Institution Be "Cleaned Up"?

In October last year, Huaxia Tianxin, which took the initiative to cancel the IPO application of the science and technology innovation board, continued to launch a shock to the capital market after a long time.

Recently, the 21st century economic reporter noticed that Huaxia Tianxin, which had already terminated the IPO application of the science and technology innovation board in October 2019, has re filed with the Qingdao securities regulatory bureau, and the tutoring institution has changed from Zhongtai securities to Minsheng securities.

According to the data of qixinbao, in March 2020, Huaxia Tianxin has just experienced a round of capital increase, with the registered capital increasing from 156 million yuan to 173.8482 million yuan. According to the official website of Huaxia Tianxin, it completed a round of 200 million yuan pre IPO Financing before applying for the second guidance. The investment objects include Dongfang Fuhai, Qingdao Guoxin group, Minsheng direct investment, CRRC fund, etc.

This round of financing may be one of the important driving forces for China Tianxin to quickly restart its IPO. However, after a detailed study of the application materials and reply letter details of its initial IPO, huaxiaxin technology innovation board may still face many obstacles.

First of all, as to whether it is in line with the positioning of the science and technology innovation board, the Shanghai Stock Exchange once pointed out in the inquiry letter that many financial indicators of the company are close to the frequency conversion production equipment, and the comparable companies selected are well-known frequency conversion equipment manufacturers in the industry. Therefore, Huaxia Tianxin is required to further explain the rationality of being identified as a new generation of information technology industry based on its financial performance.

As another enterprise closely linked with China Tianxin, zhongjiate, also went to the science and technology innovation board, the long buried past events of Huaxia Tianxin were revealed one by one. According to the stock offer letter of China Canada special, there are complicated interest relations between the Deng Kefei family and the founder of China Canada top management team and Li Rubo, the actual controller of China Tianxin. The business of the two also has a high degree of overlap and competition.

The 21st century economic reporter compared the Prospectuses of China Tianxin and China GATT, and found that the contents of the two sides' letters were not consistent. These questions need to be answered in the second IPO rush of huaxiaxin.

Manufacturer of frequency converter equipment wrapped with science and technology shell?

In the prospectus, Huaxia Tianxin claims to be "one of the leaders of the Internet of things technology in the energy industry". Its main business includes intelligent mine operating system platform, intelligent transmission equipment, intelligent control terminal, intelligent sensor, mining special robot and other products of perception executive layer, as well as intelligent security, intelligent production and other application services of intelligent application app layer.

But specifically, the company's main products are the application of frequency conversion technology in mining and other fields. The specific products include mine intelligent explosion-proof frequency converter and mine intelligent explosion-proof frequency conversion integrated machine. From January to June of 2018 and 2019, the company's intelligent transmission equipment (i.e. inverter equipment) achieved revenue of 260 million yuan and 140 million yuan respectively, accounting for 54.85% and 50.91% of the company's total revenue.

In 2018, Huaxia Tianxin put forward the development idea of software defined transmission, and launched products and services such as "smart mine operating system platform" and "time and space map". However, according to public data, Huaxia Tianxin intelligent mine operating system platform only contributed 5.4597 million yuan in 2018, and the revenue in 2017 and the first half of 2019 was 0.

"They (Huaxia Tianxin) are mainly engaged in the application of frequency conversion technology in mining and other fields, and are also well-known enterprises in China. They said that they began to engage in the application of industrial Internet of things technology in mines in 2016 (mainly including the construction of communication and integrated automation system, monitoring system, personnel positioning system and other hardware systems), but it seems that they have not found their" one map "intelligence in intelligent coal mines Management and control platform, such as geological survey, ventilation, power supply, mining and other related content research and practical application of the results. " A person engaged in coal industry related fields in China was interviewed.

In fact, this question also appeared in the inquiry letter of Shanghai Stock Exchange. Shanghai Stock Exchange asked Huaxia Tianxin to explain how the core technical personnel could develop the smart mine operating system platform and other related core technologies in a short time under the above circumstances, and explain the issuer's core technology or related basic technology source, etc., and a series of core technologies about its "smart mine and other business core technologies" "Source".

Although its IPO is still worth mentioning the advantages of its own listed companies in the Internet of things, it is worth mentioning that Tencent is still a leading manufacturer in the Internet of things. It includes invetion, Huichuan technology and blue ocean Huateng, as well as Hekang Xinneng (300048. SZ) and CITIC Heavy Industry Kaicheng Intelligent Equipment Co., Ltd. (a subsidiary of CITIC Heavy Industry), whose main business includes mining frequency converters.

As of 2018, Tencent has not been the first to launch its similar products in the market

In addition, according to the prospectus, during the reporting period of the past three years (2016-2018), the proportion of R & D investment in the operating revenue of Huaxia Tianxin was 6.44%, 5.66% and 6.44%, which was far lower than the average level of peers.

"Fighting" with China Canada special share offer book

Another big doubtful point of the IPO of Huaxia Tianxin lies in its complicated connection with China Canada.

In the public disclosure information of China Tianxin, it is very secretive about China Canada. Although it is listed as a related party, it is only based on the information that the controlling shareholder Li Rubo is a director of China Canada. However, in the open letter information of China GATT, the two are of deep origin.

According to the public data, zhongjiate is also an enterprise producing inverter related equipment. The core products of the company are asynchronous frequency conversion and speed regulation integrated machine and permanent magnet synchronous frequency conversion and speed regulation integrated machine, which can organically integrate the frequency converter and motor, and can replace the split transmission mode of "frequency converter + motor", and obtain a market leading position in the field of high-end transmission equipment in the coal and oil and gas mining industry.

Its downstream manufacturers are highly consistent with that of Huaxia Tianxin, covering famous enterprise suppliers such as state energy group, China Coal Group, Shandong energy group, Yankuang Group, jerui Co., Ltd., Xugong Group and China railway construction heavy industry Co., Ltd.

What is more worth mentioning is that the important shareholders and technical personnel of both sides are also highly overlapped.

According to the public information, Deng Kefei, the actual controller of CGC, served as the executive deputy general manager of Qingdao Tianxun Electric Co., Ltd. (renamed as joy global (Qingdao) Electric Co., Ltd., hereinafter referred to as "Joy Global") from May 2002 to July 2010; from April 2008 to may 2011 and from June 2012 to August 2013, From January 2013 to August 2013, he served as the executive director of Qingdao Tianxin Electric Co., Ltd.

During his important post in China Tianxin (November 2011 to January 2016), Deng Kefei was already the director and general manager of China GATT limited.

The public information also disclosed that Li Rubo's family, the actual controller of China Tianxin, controlled 40% of the shares of zhongjiate.

In November 2011, TX Investment Corp Beijing Baijing Venture Capital Co., Ltd. (renamed as "Beijing Huaxia Tianxin Baijing Venture Capital Co., Ltd.", hereinafter referred to as "Baijing venture capital") contributed to set up the predecessor of zhongjiate, in which Baijing venture capital was Li Rubo holding company with a capital contribution of US $4 million, and it was not until 2016 that it withdrew from the ranks of zhongjiate Limited shareholders.

However, as for Li Rubo's limited shareholding in zhongjiate, Huaxia Tianxin's prospectus did not mention that Li Rubo was a director only.

"If the controlling shareholder holds shares in a company similar to the business of the enterprise, and it is within the reporting period, it must be disclosed, which may involve the problem of horizontal competition. However, if the problem of horizontal competition can be properly solved and completely divided, and the information disclosure can be reasonably explained, the IPO will not be greatly affected." A medium-sized securities firm in South China, an investment bank, said in an interview.

In addition to the complicated shareholding situation, Li Rubo family members have made advances for Deng Kefei's spouse Zhao Yunxia for many times. As of January 2016, Zhao Yunxia owed Li Rubo's family as much as 50.127 million yuan. During the same period, Deng Kefei and Li Rubo accumulated arrears of 13.8 million yuan due to advance payment during the period of business cooperation.

In 2016, due to differences in business philosophy, Deng Kefei and Li Rubo decided to terminate the cooperative relationship. Deng Kefei withdrew from the shareholding and operation of Huaxia Tianxin, and Li Rubo withdrew from the limited shareholding and operation of China Canada special. From January 28, 2016 to February 3, 2016, six erasure agreements were signed, together with a memorandum to solve some problems existing in the two families.

However, it is worth mentioning that when Shanghai stock exchange conducted on-site supervision on zhongjiate, it was found that the sponsor was unable to provide the amount of RMB 63.927 million owed by Deng Kefei to Li Rubo, RMB 29 million owed by Deng Kefei to Hua Xiaxia Xin, RMB 6.67 million owed by beluga venture capital to Deng Kefei and Li Rubo to Deng Kefei The bank record or written agreement of RMB 7.75884 in arrears, the tax payment certificate of dividend and interest of RMB 38.23 million obtained by Deng Kefei from Huaxia Tianxin, and the actual payment of RMB 16.58 million payable by Li Rubo to Deng Kefei after offsetting the creditor's rights and debts.

On December 2, 2020, China Canada special, which was originally scheduled to attend the meeting on December 3, withdrew its application for IPO. But at the same time, the IPO heart of Huaxia Tianxin is sprouting again.

"Now give guidance and apply for materials next year. Then the report period will be from 2018 to 2020. If the company has some problems left over by history or illegal behaviors before the reporting period, it can be avoided." "Generally speaking, if a company is punished for credit issues in the previous IPO filing process, it is not allowed to apply for IPO again or restructure for listing within three years, but only if the company is found guilty of illegal behaviors and punished."

Controlling shareholders make a lot of profits in international fraud cases

Apart from a series of actions of huaxiaxin, the controlling shareholder of the company, Li Rubo's family, is undoubtedly well versed in the "routine" of capital operation.

While caterpillar, the world's largest manufacturer of construction and mining equipment, has fallen into the whirlpool of public opinion, Li Rubo's team has become the biggest beneficiary through a series of capital operations of Zhengzhou Siwei.

Back in June 2012, the US headquarters of caterpillar launched a US $653 million acquisition and acquired Zhengzhou Siwei Electromechanical Equipment Manufacturing Co., Ltd. (hereinafter referred to as "Siwei electromechanical") to expand its mineral business in China.

But half a year later, caterpillar was pushed to the forefront of the storm because of the financial fraud of 4D. On the morning of January 19, 2013, Caterpillar's US headquarters issued an announcement that there had been improper accounting treatment for four years, resulting in a non cash goodwill loss of about 3.6 billion yuan in caterpillar in the fourth quarter.

The history of 4D can be traced back to 1995, when it was the fastest growing mining hydraulic support manufacturer in China with more than 4000 employees. Before the transfer of domestic enterprises to joint ventures in 2007, the company was not well-known. The turning point of its popularity lies in a capital plot by Wei Xinghua and Li Rubo.

In 2003, Siwei electromechanical was transformed into a domestic limited liability company on the basis of the original Yellow River manufacturing plant. However, in August of the following year, Li Rubo, who founded international coal machinery with Wei Xinghua, acquired 25.5% of the equity of Siwei electromechanical and became a director. In the following three years, Li Rubo acquired nearly half of the shares of 4D by acquiring the shares of other shareholders.

In March 2007, Wei Xinghua spent about 20 million yuan to purchase 25% of the shares of Siwei machinery and Electrical Co., Ltd., and then completed the industrial and commercial transformation, officially changing from a domestic enterprise to a joint venture. So far, Li Rubo and Wei Xinghua have effectively controlled the operation of 4D. In that year, the sales target of 4D was 1.2 billion yuan. In 2009, the net profit of 4D increased 6 times compared with the same period last year.

Since 2009, Wei Xinghua and Li Rubo began to plan the listing of their companies. In February 2010, Li Rubo's international coal machinery was listed on the Hong Kong stock exchange, raising about US $500 million. In July 2010, through a complex reverse acquisition, four dimensional electromechanical backdoor era coal machinery listed. However, before listing, Li sold his Siwei electromechanical shares to his son-in-law Thompson III for about $38.5 million, making a huge profit relative to his initial investment.

After completing the listing of their companies, Li Rubo and Wei Xinghua began to seek buyers, seeking to sell to the two companies. In July 2011, Joy Global, a US listed company, spent HK $11.05 billion to acquire 100% equity of international coal machinery. The initial investment of Li Rubo and Wei Xinghua obtained dozens of times of return. In June 2012, caterpillar made an offer to buy Shidai Coal Machinery Co., Ltd., and the latter's shareholders also received a 33% premium.

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