IPO对赌协议
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冈田智能IPO:三主营产品单价下降 研发费用率低于同行
Zhong Jin Zai Xian· 2025-11-07 14:07
Core Viewpoint - Okada Intelligent (Jiangsu) Co., Ltd. has suspended its IPO process on September 30 after inquiries on July 13, primarily due to declining product prices and lower gross margins compared to peers [1][2]. Group 1: Business Overview - Okada Intelligent specializes in the research, production, and sales of core components for CNC machine tools, including tool magazines, spindles, and rotary tables, mainly used in metal cutting CNC machine tools [1]. - The company plans to raise 1.2 billion yuan through its IPO, while its actual controllers recently received cash dividends totaling 1.1 billion yuan [1][4]. Group 2: Financial Performance - The average gross margins for Okada Intelligent's main products during the reporting period were 30.12%, 30.09%, and 32.16%, which are significantly lower than the average gross margins of comparable companies, which were 38.25%, 36.46%, and 35.7% [2][3]. - The average selling prices of Okada Intelligent's core products have been declining, with tool magazines priced at 15,900 yuan, 15,800 yuan, and 14,600 yuan per unit, spindles at 9,100 yuan, 9,200 yuan, and 8,100 yuan per unit, and rotary tables at 11,400 yuan, 11,700 yuan, and 9,900 yuan per unit during the reporting period [3]. Group 3: R&D and Human Resources - Okada Intelligent's R&D expenses were 38.01 million yuan, 36.40 million yuan, and 44.64 million yuan from 2022 to 2024, representing 4.96%, 4.71%, and 4.79% of revenue, which is lower than the average R&D expense ratio of comparable companies [2]. - The company had 109 R&D personnel, accounting for 12.02% of the total workforce, with only one R&D staff member having less than a bachelor's degree [2]. Group 4: Management and Compensation - The total compensation for the five senior executives exceeded 10 million yuan, with individual salaries including 1.56 million yuan for the chairman and general manager, and 1.60 million yuan for the board member [5]. - The total salary expenses for Okada Intelligent were 11.35 million yuan, 11.81 million yuan, and 14.44 million yuan during the reporting period, representing 8.62%, 7.89%, and 7.49% of total profits [5]. Group 5: Investment Agreements - Okada Intelligent signed a performance agreement with external investors, stipulating that failure to submit qualified listing materials by December 31, 2024, or complete the listing by December 31, 2026, would trigger a buyback option for the investors [6][7]. - The company has undergone several ownership changes and currently, the actual controllers hold 91.74% of the shares, which will reduce to 68.81% post-IPO [6][7].
陕西瑞科转战北交所IPO:申报前12个月内新增8名股东 保荐机构间接入股并参与对赌协议
Mei Ri Jing Ji Xin Wen· 2025-07-21 11:56
Core Viewpoint - Shaanxi Ruike New Materials Co., Ltd. is pursuing an IPO on the Beijing Stock Exchange, but its revenue has been declining during the reporting period from 2022 to 2024 [1][3]. Financial Performance - The total revenue for Shaanxi Ruike from 2022 to 2024 is projected to decline from 1.184 billion yuan in 2022 to 1.052 billion yuan in 2024, with net profits decreasing from 111.49 million yuan to 69.03 million yuan [2][3]. - The company's gross profit margin has shown slight improvement, increasing from 11.12% in 2022 to 12.31% in 2024 [2]. Customer Dependency - The company's major client, WuXi AppTec, has seen a significant decrease in its revenue contribution, dropping from 192 million yuan in 2022 to 40 million yuan in 2024, with its share of total revenue falling from 16.23% to 3.77% [4][7]. - Shaanxi Ruike's business model includes sales of precious metal catalysts and processing services, with the processing revenue accounting for approximately 10% of total income during the reporting period [3]. Shareholder Changes - Eight new shareholders, including four institutional investors, acquired shares in Shaanxi Ruike within 12 months prior to the IPO application, primarily through share transfers [1][8]. - The underwriter for the IPO, Guosen Securities, indirectly holds 0.73% of the company's shares through two institutional shareholders, raising questions about compliance with regulations [8][11]. Agreements and Contracts - Previous agreements involving the company's actual controllers included clauses related to share repurchase in the event of IPO failure, which have been inherited by some of the new shareholders [9][10].