星瞰IPO | 冈田智能审核中止，上市为规避“对赌”？

Core Viewpoint - The IPO application of Okada Intelligent (Jiangsu) Co., Ltd. has been suspended due to the expiration of financial documents, raising concerns about the urgency of the situation related to a "gambling" agreement [1][11]. Company Overview - Okada Intelligent submitted its IPO application in June 2023, aiming to raise 985 million yuan on the Shenzhen Stock Exchange. The company is based in Danyang, Jiangsu, and specializes in the R&D, production, and sales of core components for CNC machine tools, being the largest manufacturer of tool magazines in China [3][4]. - The company holds the top market share in China for its disk and chain tool magazines, as certified by the China Machine Tool & Tool Industry Association [3]. Financial Performance - The company has shown stable performance with revenue and net profit growth from 2022 to 2024, with revenues of 767 million yuan, 773 million yuan, and 932 million yuan, and net profits of 119 million yuan, 132 million yuan, and 169 million yuan respectively [4]. - However, accounts receivable have also increased, with balances of 252 million yuan, 254 million yuan, and 290 million yuan over the same period, consistently exceeding 30% of revenue, indicating potential cash flow pressures [4]. Pricing Pressure - Significant price declines for core products are expected in 2024, with prices for tool magazines, spindles, and rotary tables dropping by 7.25%, 11.27%, and 15.72% year-on-year respectively. The reasons for these declines were not explained in the prospectus, but market analysts suggest it reflects increased competition and maturing domestic technology in the CNC machine tool sector [5]. Shareholding Structure - The company's shareholding is highly concentrated, with the actual controllers, Chen Liang and Cai Lijuan, being a married couple. There have been multiple instances of shareholding transfers and proxy holdings involving their family members [7][9]. - As of the prospectus signing date, Chen and Cai directly hold 16.51% of the shares and indirectly control 75.23%, totaling 91.74% control over the company [9]. Dividend Concerns - In 2022, the company distributed a substantial dividend of 120 million yuan, which was nearly equal to its net profit of 119 million yuan for that year. This raised questions about the rationale behind the dividend distribution and the motives for the upcoming IPO [9]. Gambling Agreement - The only external shareholder, the Industrial Mother Machine Industry Fund, signed a gambling agreement with Okada Intelligent, which stipulates that if the company fails to go public by December 31, 2028, it will trigger a buyback option. This agreement has led to speculation that the company is under pressure to complete its IPO to avoid triggering the agreement [11].