陕西瑞科三战IPO：股权清晰问题待解，曾触发对赌协议，生产经营用地合规性遭问询

Core Viewpoint - Shaanxi Ruike New Materials Co., Ltd. is undergoing a second round of inquiry from the Beijing Stock Exchange regarding its IPO, which aims to issue up to 39 million shares and raise 308 million yuan for projects related to precious metal catalysts and resource recycling [1][2]. Group 1: Company Background and IPO Details - Shaanxi Ruike was established in August 2003 and primarily engages in the research, production, and sales of precious metal catalysts [3]. - The company successfully listed on the New Third Board in January 2014 and upgraded to the innovation layer in June 2022, later attempting to list on the ChiNext before redirecting its efforts to the Beijing Stock Exchange [1][3]. - The IPO plans include issuing no more than 39 million shares to raise 308 million yuan for a new production base and resource recycling projects [1]. Group 2: Shareholding and Control Issues - The actual controllers of Shaanxi Ruike are Cai, Cai, and Liao, holding 27.69%, 19.54%, and 8.05% of shares respectively, totaling 55.28% [3]. - The company has signed a "unified action agreement" among the major shareholders, which is intended to ensure control over the company [4]. - The Beijing Stock Exchange has inquired about the compliance of this unified action relationship with regulations regarding actual controllers and lock-up periods [4]. Group 3: Financial and Compliance Inquiries - Shaanxi Ruike has faced inquiries regarding the clarity of its shareholding structure and the authenticity of its financial agreements, including whether any special investment clauses have been triggered [5]. - The company reported that it had previously triggered a buyback clause due to delays in its IPO but has since resolved these issues and terminated related agreements [5]. - The company has also been questioned about the compliance of its production sites, with one property not having a property certificate due to conflicts with land use planning [6]. Group 4: Debt and Financial Health - The company has a maximum credit limit of 807 million yuan, with a remaining credit balance of 542 million yuan, and has confirmed that its bank loans are in normal status without any overdue debts [9]. - The actual controllers' personal assets are stated to cover a significant portion of the company's debt, ensuring their ability to meet financial obligations [10]. Group 5: Profitability and Market Position - From 2022 to 2024, Shaanxi Ruike's gross profit margins were reported at 11.35%, 11.96%, and 13.01%, respectively, while comparable companies showed declining margins [11]. - The company attributes its margin growth to increased sales and processing volumes, with a focus on high-margin processing business [11][15]. - The company has been asked to further justify the methodology and accuracy of its gross margin calculations in light of the performance of comparable firms [15].