瑞财经 王敏 7月30日，湖南聚仁新材料股份公司（以下简称"聚仁新材"）发布关于公开发行股票并在北交所上市申请文件的审核问询函，保荐机构为中信建 投。 招股书显示，公司是国内专业从事己内酯系列产品研发、生产与销售的服务型制造企业。作为先进化工材料领域的创新驱动型厂商，公司长期深耕己内酯系 列产品的技术突破与产业化应用。 北交所请聚仁新材结合公司直接股东及间接股东层面的历次股权变动情况，入股协议、决议文件、支付凭证、完税凭证、资金流水核查情况等，说明相关股 权代持的形成背景和原因、演变、解除过程，是否存在尚未解除、未披露的股权代持事项，股权是否清晰，是否存在股权纠纷或潜在争议。 同时，说明实际股东与代为出资人的关系，第三方代为实缴资金的来源，代为出资的原因及合理性，相关还款情况，是否均为实际股东自有资金投入，是否 影响公司股权清晰；说明通过汇票出资等历史出资瑕疵的具体情况，相关出资是否真实，程序是否合规。 结合公司业务发展、经营情况等，说明陶丹等创始股东在2017年退出的原因及合理性，各方是否存在其他利益往来或安排，陶丹等创始股东目前对外投资情 况，是否从事与聚仁新材业务相关经营活动，与聚仁新材是否存在交易往来 ...

Core Viewpoint - Okada Intelligent (Jiangsu) Co., Ltd. is accelerating its IPO process amid challenges, including a concentrated ownership structure and declining product prices, with a planned fundraising of 985 million yuan [1][2]. Company Overview - Okada Intelligent specializes in core components for CNC machine tools, with major products including tool magazines, spindles, and rotary tables, primarily used in metal cutting CNC machine tools [2]. - The company was established in 2013 and has experienced a long period of shareholding proxy arrangements, only introducing an external shareholder in June 2023 [1][7]. Financial Performance - From 2022 to 2024, Okada Intelligent reported revenues of 767 million yuan, 773 million yuan, and 932 million yuan, with net profits of 119 million yuan, 132 million yuan, and 169 million yuan respectively [2][3]. - The company’s net profit showed a trend of decline followed by recovery, with a notable drop in the average selling price of its main products [2][3]. Market Position - Okada Intelligent holds a market share of approximately 2.78% to 4.38% in the domestic CNC machine tool component industry, ranking just behind the listed company Haoshi Electromechanical [2]. - It is the largest manufacturer of tool magazines in China [2]. Product Pricing and Production Capacity - The average selling price of tool magazines decreased by nearly 8% from 15,900 yuan to 14,600 yuan between 2022 and 2024 [2][3]. - The production capacity for tool magazines increased from 37,200 units to 53,300 units during the same period, with utilization rates fluctuating [3]. R&D Investment - Okada Intelligent's R&D expenditures from 2022 to 2024 were 38.01 million yuan, 36.40 million yuan, and 44.64 million yuan, with R&D expense ratios below industry averages [4][5]. - The company has significantly fewer patents compared to its competitor Haoshi Electromechanical, indicating a gap in technological capabilities [6]. Ownership Structure - The ownership of Okada Intelligent is highly concentrated, with the founders controlling 91.74% of the shares as of now, and they are expected to retain 68.81% post-IPO [7][8]. - The introduction of an external investor, Industrial Mother Machine Industry Fund, involved a performance-based agreement that could trigger buyback options if IPO milestones are not met [8][9].

Group 1 - The core focus of the article is the delayed IPO of Xiamen Hengkang New Materials Technology Co., Ltd. due to complex issues related to its business model, accounting practices, and potential legal risks stemming from its ownership structure [3][4][10] - The company has faced challenges in profitability despite revenue growth, with a significant decline in gross margins for self-produced products, raising doubts about its core research and development capabilities [3][5][7] - The company's revenue recognition method for its "imported business" has been questioned, as it shifted to a net method that may misrepresent its financial health and reliance on self-developed products [4][6] Group 2 - The historical ownership structure of Hengkang New Materials is complicated by shareholding proxies and connections to individuals involved in illegal activities, which raises compliance concerns [8][9] - The second-largest shareholder, Lv Junqin, has a history of involvement in illegal gambling, leading to serious implications for the company's governance and investor confidence [9][10] - There are suspicions of insider trading related to abnormal trading activities by associated parties around significant announcements, further damaging the company's reputation in the capital market [10]

Core Viewpoint - The IPO application of Xiamen Hengkang New Materials Technology Co., Ltd. has been postponed, breaking the 100% approval rate for A-share IPOs in 2025, primarily due to concerns over the company's qualifications and complex shareholding structure [1] Group 1: Company Background and Controversies - Hengkang New Materials has a controversial background, with its actual controller frequently entrusting others to hold shares, leading to a complex relationship [1][2] - The second-largest shareholder, Lü Junqin, was sentenced for operating illegal gambling, raising questions about the company's governance and shareholder integrity [1][4] - The actual controller's spouse serves as a supervisor for Lü Junqin's capital platform, suggesting potential undisclosed financial interactions [5] Group 2: Financial Performance and Risks - The company relies heavily on introduced products for profit, with over 60% of gross profit coming from these products, while self-produced products have significantly lower margins [6][7] - Hengkang New Materials' revenue is highly concentrated, with 97% of income derived from the top five customers, limiting its bargaining power [8][7] - The termination of a key partnership with SKMP in 2025 has led to a significant decline in revenue and gross profit from introduced products, with a year-on-year drop of 57.4% and 59.09% respectively [7] Group 3: Capital Utilization and Financial Health - The company plans to raise 10.07 billion yuan for expansion projects despite low capacity utilization rates, raising concerns about whether it is merely seeking to raise funds [9][10] - Hengkang New Materials exhibits a rare phenomenon of high deposits compared to loans, with long-term deposit rates exceeding average borrowing rates, prompting inquiries into the rationale behind this financial structure [11] - The company has been questioned about its reliance on external technology and the specifics of its R&D projects, indicating potential weaknesses in its technological capabilities [12]

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has issued supplementary material requirements for eight companies regarding their overseas issuance and listing applications, focusing on compliance, ownership structure, and potential risks associated with their operations [1][2][3]. Group 1: Supplementary Material Requirements - For Shenyan Intelligent, the company is required to explain the circumstances surrounding its previous approval for listing on the National Equities Exchange and Quotations (NEEQ) and its plans for A-share listing [1][2]. - For Haofu Creative Group, the focus is on the compliance of its equity control structure, including the acquisition processes and the reasons behind share transfers among shareholders [2][3]. - For Jinxun Co., the company must clarify whether its projects are classified as "high energy consumption" or "high emissions" and provide relevant evidence [3]. Group 2: Specific Company Requirements - For Zhejing Automotive, the company is required to provide details on its compliance with foreign investment regulations and the rationale behind recent share price variations among new shareholders [4][5]. - For Junneng Technology, the company must clarify its compliance with foreign investment regulations and provide a detailed account of its recent shareholder changes and their implications [7][8]. - For Shengtong Special Medical, the company needs to explain its business operations related to health food sales and the compliance of its equity incentive plans [14][15]. Group 3: Legal Opinions and Compliance - Companies are required to obtain legal opinions confirming the compliance of their equity structures and any potential conflicts of interest arising from recent shareholder changes [5][9][11]. - The companies must also provide evidence of their operational activities and compliance with necessary licenses, particularly in sectors that may involve foreign investment restrictions [20][21][23].

Core Viewpoint - The company Aiwei Electric is facing significant challenges in its IPO process, including unresolved equity arbitration, declining product prices, and a complex financial situation, despite showing impressive growth in revenue and net profit over recent years [1][3][5]. Group 1: Equity Structure and Legal Issues - The company has a complicated equity structure involving shareholding proxies, which has led to an ongoing arbitration case regarding the ownership of shares held by proxy since its establishment in 2017 [3][5]. - The unresolved arbitration and litigation present a major uncertainty for the company's IPO, contrasting sharply with the strict requirements for clear equity structures set by the Shenzhen Stock Exchange [5]. Group 2: Business Dependency and Pricing Concerns - Aiwei Electric relies almost entirely on a single product, the thermal management high-voltage controller, which accounts for 99.86% of its revenue [6]. - The sales price of this product has been declining, with a cumulative decrease of 18.3% from 2022 to 2024, which is compressing the company's profit margins [6][8]. - The company's production and sales rate dropped to 88.09% in 2024, leading to a significant increase in inventory, which reached a book value of 103.3 million yuan, a 69.37% increase from the previous year [6][8]. Group 3: Financial Operations and Cash Flow - The company has distributed a total of 58.88 million yuan in cash dividends prior to its IPO application, raising questions about its financial strategy, especially as it plans to raise 70 million yuan for working capital despite having a cash balance of 412 million yuan at the end of 2024 [9][11]. - The company's asset-liability ratio has significantly improved, dropping to 29.62% by the end of 2024, compared to 76.25% in 2022, indicating a healthier financial position [10][12]. Group 4: Research and Development Concerns - There has been a dramatic increase in R&D expenses and personnel, with R&D costs rising from 11.51 million yuan in 2022 to 47.06 million yuan in 2024, raising concerns about the sustainability and authenticity of these expenditures [13][14]. - The rapid expansion of the R&D team, which grew from 30 to 138 members in two years, has led to skepticism regarding the effectiveness and management of the R&D budget [16]. Group 5: Capital Structure and Investment Risks - The company plans to raise 930 million yuan in its IPO, which exceeds its total assets of 817 million yuan as of the end of 2024, leading to questions about the rationale behind such a large fundraising target [20][21]. - The involvement of external investors like Xiaomi and NIO prior to the IPO, along with special rights clauses that could affect control stability, adds another layer of complexity to the company's capital structure [17][19]. Group 6: Market Position and Competitive Landscape - The company’s largest customer, Suzhou Zhongcheng New Energy, contributed 1.93 billion yuan in sales, accounting for 43.72% of Aiwei Electric's revenue, highlighting the risks associated with customer concentration [23]. - The ongoing price war in the electric vehicle sector is impacting the supply chain, with the company facing increased inventory levels that could pose significant risks to its operations [23].

Core Viewpoint - Yifeng New Materials Co., Ltd. is facing scrutiny over its corporate governance and compliance with information disclosure due to recent low-priced share transfers and historical equity holding arrangements before its IPO [1][2]. Group 1: Share Transfer and Equity Holding - Prior to its IPO, Yifeng New Materials' shareholder Yikun Partnership transferred 246,000 shares to the actual controller Wan Chunling at a price of 10 RMB per share, raising questions about the reasonableness of the pricing compared to previous transfers [2][3]. - Historical analysis reveals that Yifeng New Materials has engaged in multiple equity holding arrangements, including a significant transfer of shares to 63 shareholders, with actual control remaining with hidden shareholders like Wan Chunling [3][4]. - The company previously denied any equity holding arrangements in response to inquiries from the Shanghai Stock Exchange, despite evidence of such practices [2][3]. Group 2: Financial Performance - Yifeng New Materials has experienced a decline in revenue over the past three years, with revenues of 710 million RMB, 630 million RMB, and 600 million RMB for 2022, 2023, and 2024 respectively, reflecting year-on-year decreases of 12.4% and 3.8% [7]. - The company’s net profit remained stable at 140 million RMB across the same period, indicating a slight growth despite revenue decline [7]. - The decline in revenue is attributed to the divestiture of its additive business, which has led to an increase in gross margin from 35.28% in 2022 to 38.33% in 2024 [7][8]. Group 3: Business Composition and Margins - The company’s product mix shows that high-margin sulfur-based materials still represent a low proportion of total revenue, while lower-margin organic sulfur chemical products account for nearly 60% of revenue [8][9]. - The gross margin for the highest-margin product, Poly Sulfide 504, is projected to increase to 63.2% by 2024, indicating a shift towards more profitable products [8]. - The company’s foreign sales have historically had higher gross margins compared to domestic sales, with foreign sales gross margin at 37.05% compared to 23.69% for domestic sales [9].

Core Viewpoint - Xiamen Youxun Chip Co., Ltd. is preparing for an IPO on the Sci-Tech Innovation Board, facing challenges related to control stability and historical equity issues [3][11]. Group 1: Company Background and Control Issues - The founder of Youxun, Ke Binglan, has a diverse background, including roles as a communication soldier, university lecturer, lawyer, and state-owned enterprise executive before founding the company in 2003 [2][5]. - The company has experienced a long period without a clear controlling shareholder until late 2022 when Ke Binglan and his son, Ke Tenglong, became the actual controllers, although their combined voting rights remain low [3][8]. - The company's voting rights are fragmented, with no single shareholder holding more than 30%, leading to potential risks in control stability post-IPO [9][11]. Group 2: Historical Equity and Governance Issues - Youxun has faced historical equity issues, including unregistered equity transfers and shareholding arrangements that could attract scrutiny from regulators [4][14]. - The initial shareholding structure was complicated, with the largest shareholder, Ping Xu, holding 60% of the shares at the company's inception, which created governance challenges [12][13]. - The transfer of shares has been slow, with significant delays in registering changes, leading to a lack of clarity in ownership [16][18]. Group 3: Financial Performance and Market Strategy - Youxun's revenue fluctuated from 339 million yuan in 2022 to 411 million yuan in 2024, with net profits of 81.4 million yuan, 72.1 million yuan, and 77.9 million yuan during the same period [30]. - The company adopted a "price-for-volume" strategy to reverse declining sales, resulting in a drop in product prices while increasing sales volume [35][36]. - The average procurement price of wafers increased by 40.19% from 6,815.7 yuan per piece to 9,555.07 yuan per piece, impacting profit margins [36]. Group 4: Supply Chain and Inventory Management - Youxun operates under a Fabless model, relying heavily on external suppliers, with over 86% of procurement coming from the top five suppliers [38]. - The company has a high inventory level, with a book value of 175 million yuan at the end of 2024, and a low inventory write-down ratio compared to peers [42][43]. - The company maintains a strong cash position, with a liquidity ratio of 6.23 and a debt ratio of 11.3%, indicating good financial health [46]. Group 5: Dividend Policy - Youxun has implemented cash dividends totaling 58 million yuan over the past two years, reflecting its strong cash flow and commitment to returning value to shareholders [47].

Core Viewpoint - Luxshare Precision (002475.SZ) is planning to issue H-shares and list on the Hong Kong Stock Exchange, aiming for an "A+H" dual listing to enhance its global strategy and financing capabilities while improving governance transparency [1][3]. Group 1: Company Strategy and Financial Performance - The company aims to deepen its global strategy and enhance its overseas financing capabilities through the H-share issuance [1]. - Luxshare's revenue has shown steady growth from 153.946 billion yuan in 2021 to an estimated 268.795 billion yuan in 2024, while net profit increased from 7.071 billion yuan to 13.366 billion yuan over the same period [5]. - Despite revenue growth, the company's gross margin has been declining, dropping from 22.88% in 2015 to 10.41% in 2024, a decrease of 54% over ten years [5]. Group 2: Customer Dependency and Risks - Luxshare's reliance on Apple is significant, with over 70% of its annual sales attributed to the tech giant, which poses risks due to Apple's stringent supplier selection and diversification strategies [6][10]. - The gross margin for Luxshare's consumer electronics business has decreased from 23.00% in 2015 to 13.65% in 2024, reflecting the pressure from its partnership with Apple [7]. - The company faces potential threats to its performance sustainability due to Apple's strong bargaining power and supplier elimination mechanisms [8]. Group 3: Governance and Related Party Transactions - Concerns have arisen regarding Luxshare's governance, particularly related to related party transactions and the transfer of loss-making assets from its affiliated company, Xinhau Optoelectronics [11][14]. - The transfer of assets has raised questions about the rationale behind these transactions and whether they harm the interests of minority shareholders [14]. - The company's actual controller has been involved in a significant shareholding "holding" controversy, which has exposed governance vulnerabilities [20][23].

炒股就看金麒麟分析师研报，权威，专业，及时，全面，助您挖掘潜力主题机会！ 出品：新浪财经上市公司研究院 作者：IPO再融资组/郑权 近日，宁波隆源股份有限公司（以下简称 "隆源股份"）北交所上市申请获受理，国金证券保荐。 隆源股份历史上曾是外资企业，但公司设立时的外资身份是靠他人"代持"完成的，具体是公司实控人林国栋靠朋友 的外资身份代其持有公司股份。这意味着，公司成立时是业内所称的"假外资"，是否合规待考。并且，公司实控人 林国栋曾及时办理境外投资外汇补登记，属于违法违规存在被外汇管理部门处罚的风险。 隆源股份虽已清理历史代持，但高度集中的股权结构仍可能导致决策制衡缺失，实控人家族林国栋和唐美云直接和 间接控制公司98.5337%的股份，公司核心决策层及核心高管人员都是家族人员或近亲属。 公司设立时靠代持取得"外资"身份 实控人涉嫌返程投资违规 2006年7月，隆源股份的前身宁波隆源精密机械有限公司设立（隆源有限），注册资本360万元，公司实控人林国栋 认缴270万元，胡永明认缴90万元（占比25%）。 值得一提的是，胡永明具有中国台湾省外商投资身份，因此隆源股份在成立时就获得了外资身份。 但申报材料显示， ...