Source: Yicaixin
Author: Bai Yu
November 4, Meixinsheng Technology (Beijing) Co., Ltd. (hereinafter referred to as "Mexinsheng") Science and Technology Innovation Board IPO successfully passed the meeting. Public information shows that Meixinsheng's listing application materials were accepted on June 2, 2022. It took only 5 months from the time of submitting the form to the passing of the meeting. Meixinsheng's sponsorship was CITIC Construction Investment , and the auditing agency was Zhitongshou. This IPO is expected to issue no more than 20.01 million new shares, and it is planned to raise for 61.00 billion yuan.
Founded on March 11, 2008, Meixinsheng is an integrated circuit design company focusing on the research and development and sales of high-performance analog and digital-analog hybrid chips. Its main products are high-integration MCU digital control SoC power supply - wireless charging chip - and analog power supply - LED lighting driver chip.
's performance has increased sharply and turned losses into losses. Financial cross-checking relationship is questionable
2019-2021 (hereinafter referred to as the "reporting period"), Meixinsheng's assets experienced an impairment and a surge. The total assets of each period were RMB 173.0922 million, RMB 167.2492 million, and RMB 689.4969 million, respectively, and the net assets during the same period were RMB 131.8471 million, RMB 121.7459 million, and RMB 622.8046 million, respectively.
not only saw the surge in assets, but also the operating performance of Meixinsheng also increased rapidly in the last year of the reporting period.
prospectus shows that during the reporting period, Meixinsheng achieved operating income of RMB 150.3481 million, RMB 149.067 million and RMB 372.021 million, respectively. In 2020 and 2021, respectively, increased by -0.85% and 149.57% year-on-year, respectively, with significant fluctuations. During the same period, Meixinsheng's net profit was -19.1812 million yuan, -11.1701 million yuan and 32.6115 million yuan, respectively, and only made profits in the last year during the reporting period.
It is worth noting that the undistributed profit amount of Meixinsheng as of the end of 2020 was -83.2926 million yuan, and the undistributed profit amount as of the end of 2021 was 21.3444 million yuan. In 2021 alone, Meixinsheng made up for all previous cumulative losses.
However, the undistributed profit at the end of 2021 and the undistributed profit at the end of 2020 are very different. In 2021, the amount of undistributed profit increased was RMB 104.637 million, while the net profit in 2021 was only RMB 32.6115 million, and even the net profit after deducting non-recurring gains and losses was only RMB 59.5863 million. In 2021, Meixinsheng's total profit was RMB 36.4555 million. In that year, the company confirmed 33.2457 million yuan in share payment fees, and the total profit excluding the impact of share payments was RMB 69.7012 million.
The difference between the above three groups of profit data and the increase in undistributed profits in 2021 is RMB 72.0255 million, RMB 45.0507 million and RMB 34.9358 million, respectively.
. During the reporting period, the surplus reserve , which can make up for the loss of , on Meixinsheng's account, was only 2.3716 million yuan in 2021. How to turn losses into profits and losses in 2021 and whether there is an annual profit and loss adjustment, the prospectus has not disclosed in detail.
share payment caused losses, and the incentive of resigned employees was suspected.
prospectus shows that large unrecovered losses were mainly affected by share payment. Before the establishment of the joint-stock company in December 2021, Meixinsheng's financial statements generated a total of 95.1155 million yuan in share payments due to equity incentive matters such as equity incentive granting plans.
What is confusing is that Meixinsheng also has an equity incentive for employees to resign more than a year later. In the employee shareholding platform of
, Zhuhai Hengqin Boshengxin Investment Partnership (Limited Partnership) (hereinafter referred to as "Zhuhai Boshengxin") was established in January 2021. Among the five partners of Zhuhai Boshengxin, HAO JIANBIN, Zhao Lijie and Shao Zhuyan have resigned from Meixinsheng in February, June and July 2020.
(screenshot from prospectus)
However, the equity incentives of the prospectus to Zhuhai Boshengxin occurred in October 2021.
In October 2021, Beijing Boshengxin Technology Development Center (Limited Partnership) (hereinafter referred to as "Beijing Boshengxin") transferred all the registered capital of Meixinsheng held by it to Zhuhai Boshengxin at a price of 0 yuan. The prospectus explained that the stock transfer this time was to establish a new shareholding platform to undertake the shares of the old shareholding platform, so the shareholding platform was converted into zero-consideration transfer.
public information shows that Beijing Boshengxin's partners are Cheng Kangkang (on-employee), HAO JIANBIN (department employee) and Zhong Ming (deputy general manager), respectively, holding 80.0220%, 13.0290% and 6.9490% of the partnership shares respectively.
Although Beijing Boshengxin and Zhuhai Boshengxin have two overlapping partners, HAO JIANBIN and Cheng Kangkang, the investment ratios of the two holding platforms are not the same. After the conversion, Cheng Kangkang's shareholding decreased and HAO JIANBIN's shareholding increased; while Zhong Ming does not hold a partnership shareholding in the new holding platform Zhuhai Boshengxin. The indirect investment amount of Meixinsheng is equivalent to giving away shares to Zhuhai Boshengxin. I don’t know whether it is reasonable for two employees’ stock ownership platforms to convert their shareholdings to zero consideration when converting their shareholdings.
At the same time, in October 2021, Zhuhai Boshengxin also obtained a registered capital of 135,700 yuan by increasing capital, with a corresponding price of 32.31 yuan. The price introduced to external financial investors and industrial investors during the same period was 92.11-92.14 yuan/registered capital.
prospectus shows that the share payment of in Meixinsheng is included in the corresponding cost expenses according to the employee position. Among Zhuhai Boshengxin's partnership share, the three former employees who have already left the company hold a total of 69.28%, and indirectly holds 2.27% of shares of . Several resigned employees have been unidentified in their positions. How did this part of the shares pay Meixinsheng make provisions? Whether the equity incentives for resigned employees are compliant may be given a reasonable explanation.
investment institutions are crowded with, and the paid-in capital data is doubtful
According to the prospectus, Meixinsheng's equity structure is relatively complex. As of the time of issuance, Meixinsheng had a total of 32 shareholders, of which 30 were institutional shareholders. Among the institutional shareholders, there were 4 overseas institutions, 16 private equity funds , 7 non-private investment institutions and 3 employee stock ownership platforms. The actual controller of Meixinsheng is Cheng Baohong (U.S.), who indirectly holds 21.20% of Meixinsheng's shares through overseas shareholding platforms, and has signed a consensus action agreement with the joint actors to control the voting rights of 31.51% of Meixinsheng's shares.
Prospectus disclosed that the actual payment of registered capital during the evolution of the equity capital is in conflict with Qixin.com . The prospectus for
shows that at the beginning of the reporting period (2019), among the shareholders of Meixin Sheng, the largest shareholder Leavision Incorporated (Zhuorui Co., Ltd., hereinafter referred to as "Zhuorui Co., Ltd."), the subscribed capital of and paid capital were 6.0814 million yuan and 5.8958 million yuan respectively, and 185,900 yuan was still not completed. The subscribed capital and paid capital of the second largest shareholder WI Harper Fund VII Hong Kong Limited ( US China Economic and Economic Group , hereinafter referred to as "China Economic and Economic Group") were RMB 3.6359 million and RMB 3.400 million respectively, and RMB 235,900 still has RMB 235,900 not completed actual payment.
, and Qixin.com's 2018 industrial and commercial annual report shows that all shareholders of Meixin Sheng have paid the subscribed capital on July 11, 2018. The actual payment amount of Zhuorui Co., Ltd. and China Economic and Economic Group is the same as the amount of subscribed by , which is inconsistent with the information disclosed in the prospectus.
(screenshot from Qixin.com)
But strangely, the 2019 industrial and commercial annual report of Qixin.com showed that Zhuorui Co., Ltd.'s subscribed capital contribution and paid capital contribution were RMB 6.154 million and RMB 5.9684 million respectively, and the paid capital contribution decreased by RMB 113,000 compared with the previous year's annual report.
(screenshot from Qixin.com) Why does
implement equity incentives and "fight" to resigned employees? Meixinsheng, who has passed the review, should give an explanation.
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