Researcher ｜Xiaoli edit ｜Cao Jiejun
Relying on the three links of Ha-San, Fuerjia is now difficult to unbind.
On September 8, Fuerjia will be held at the first launch of GEM . At this time, it has been a whole year since Fuerjia first submitted its prospectus on the Shenzhen Stock Exchange.
More than three months after submitting the form, Fuerjia was forced to suspend the IPO review because of the expiration of financial information. It was not until July this year that after Fuerjia updated the prospectus data as required, he launched a sprint to the IPO again and responded to the second round of inquiries from the Shenzhen Stock Exchange.
1. Fuerjia IPO raised 1.897 billion
Harbin Fuerjia Technology Co., Ltd. (hereinafter referred to as "Fuerjia"), its main business is the research, development, production and sales of professional skin care products. . It is planned to be listed on the GEM of Shenzhen Stock Exchange , the sponsor CITIC Securities , the listing review status is "inquired". The audit agency is Dahua Accounting Firm .
Shenzhen Stock Exchange once asked whether it meets the positioning of the GEM. Fuerjia replied that it meets the positioning of the GEM and the relevant situation of the positioning of the GEM and the three innovations and four new innovations.
However, after investigation and research, Ruilan Finance believes that the company's R&D investment is insufficient, patent technical support is less, and its R&D capabilities are relatively weak.
Since its establishment, before acquiring Beixing Pharmaceutical [1], Harbin Sanlian [2] has been responsible for exclusive production of products, and Fuerjia is responsible for exclusive sales, promotion and brand operation and maintenance of products.
This IPO, Fuerjia, is expected to raise 1.897 billion yuan, and will invest 655 million yuan and 885 million yuan respectively for production bases and brand marketing and 300 million yuan for supplementary working capital; 57 million yuan is used for research and development and quality testing, respectively. Center construction, that is, R&D investment only accounts for 3%.
2, comparison from Ruilan research (Chuanger Biology, Giant Biology)
Since Fuerjia's main products are medical device patch dressings, Select Giant Biosciences, which also occupy the main market in the industry [3], Chuanger Biosciences 【4】As a comparable object.
1. The R&D expense ratio is lower than that of peers
In 2021, Fuerjia's operating income was 1.65 billion yuan and a net profit of 806 million yuan; the comparable company Juzi Bio's operating income was 1.552 billion yuan and a net profit of 8. 2.8 billion yuan; Chuanger Bio's operating income is 2.40 RMB 100 million, net profit of RMB 34 million.
Compared with peers, Fuerjia has the highest profit, but the R&D expense rate is at a low level: the R&D expense rate in 2021 is only 0.32%; the R&D expense rate of Chuanger Bio was 9.25% during the same period; the R&D expense rate of Juzi Bio was 1.6 %.
In addition, as of the end of 2021, there were only 6 R&D personnel of Fuerjia, accounting for 1.36% of the total number of employees, of which 2 are senior management personnel. The interbank company Juzi Bio had 84 R&D personnel during the same period, accounting for 12.56%; Chuanger Bio had 78 R&D personnel, accounting for 22.03%.
2. Patent technology is weaker than peers
According to Tonghuashun iFinD data, currently Fuerjia and its subsidiaries hold 14 trademarks and 2 invention patents.
Compared with peer companies, Chuanger Bio has 70 trademarks, 37 invention patents, 2 invention authorized patents, 21 copyrights for works, and 18 qualification certificates.
Juzi Bio has 160 trademarks, 30 invention patents, 2 invention authorized patents, 1 copyright of work, and 4 qualification certificates.
Data source: Tonghuashun iFinD
In November 2021, Beixing Pharmaceutical, a wholly-owned subsidiary of Fuerjia, was once again infringed on patent rights by Borenda Biochemical Technology (Shanghai) Co., Ltd. for infringing on the "Fuerjia Salicylic Acid Fruit Rejuvenation Mask" product. [5] Prosecution, claiming that Beixing Pharmaceutical will stop manufacturing, promise to sell and sell products involved, compensate for economic losses of 1 million yuan, spend 200,000 yuan to stop infringement, and bear the litigation costs of the case.
3. Market share declined
Calculated by sales, among the main brands in the medical dressing market in 2019, Fuerjia accounted for about 37% of the market share, ranking first, Chuangfukang [6], Kefumei [ 7] Ranked second and third respectively, with sales accounting for about 8%;
In 2020, Fuerjia's market share fell to 25.9%; in 2021, as market competition becomes more and more intense, the competitive landscape of medical dressings is relatively scattered :
Image source: Juzi Bio's prospectus
From Juzi Bio's prospectus data, E Zhiji, a company with a core component hyaluronic acid , ranked first in the entire medical dressing market in 2021, with retail sales 2.6 billion Yuan, with a market share of 10.1%, down 15 percentage points from the previous year;
Giant Bio has come from behind, with a retail sales of 2.3 billion yuan, with a market share of 9.0%; G.C., a company with a core component of animal-derived collagen. Bio, with a retail sales of 700 million yuan and a market share of 2.6%.
33. Market view on Fuerjia
- When acquiring Beixing Pharmaceutical, the book value of its net assets was only 3.485 million yuan, but the transaction price was as high as 570 million yuan. , the value-added rate is 16,255.83%. The Shenzhen Stock Exchange issued an inquiry letter, asking Fuerjia to make decisions on the transaction reasons, necessity, pricing basis and fairness of the related business restructuring, and highlighted the rationality of acquiring Beixing Pharmaceutical at a higher premium. Fuerjia replied that the consideration for acquiring Beixing Pharmaceutical was negotiated based on the asset appraisal results. The premium part is the difference between the income method evaluation value and the book value . Transaction pricing is reasonable and fair. [8]
- " People's Daily Digital Communication " believes that Fuerjia implemented capital increase and share exchange on the eve of listing, which added chips to the successful listing, but the carefully set " betting " protocol behind it seems to be "the emperor's new clothes". ”, bringing more variables to its long-term and stable development in the future. [9]
- "Value Home" believes that Fuerjia acquires Beixing Pharmaceutical but still lacks independence, and is a shadow company and sales platform of Harbin Sanlian; in addition, the rationality of Fuerjia's IPO fundraising investment will cause serious consequences duplicate construction and waste. 【10】
4. Views from Ruilan
2018-2020, the total inventory purchases of Fuerjia from Harbin Sanlian were RMB 86.9883 million and RMB 32,948, respectively. 71 million yuan and 360.203 million yuan, accounting for 99.69 yuan of total procurement in each period respectively %, 95.30%, 96.93%, showing that Fuerjia has a high dependence on Harbin Sanlian in supply.
In 2021, Fuerjia and Beixing Pharmaceutical reorganized, and completed the integration of production and sales.
However, in order to acquire Beixing Pharmaceutical, Fuerjia and Harbin Sanlian signed an betting agreement. Harbin Sanlian, as an investor, holds 5% of the shares and enjoys the board of directors' profit distribution arrangements, priority subscription rights, priority refusal rights, joint sale rights, and anti-directories. Several special rights, including dilution, repurchase rights, performance commitments and compensation, sales rights, and more preferential terms.
Among the current board members, in addition to independent directors, one of the three directors is nominated for Harbin Sanlian.
In addition, due to the 162-fold premium acquisition, Fuerjia generated goodwill of 566 million yuan on the books. This means that Fuerjia also needs to face the risk of goodwill impairment. Once goodwill impairment is impaired, Fuerjia's profits will be greatly damaged.
If Fuerja cannot successfully IPO, the betting agreement cannot be terminated. Even if it is successfully listed, it is difficult to get rid of the "shadow" of Ha Sanlian.
Annotations and references:
【1】Beixing Pharmaceutical: It was originally a wholly-owned subsidiary of Harbin Sanlian specializing in the production and sales of second-class medical devices and cosmetics
【2】Har Sanlian: a listed company on the Shenzhen Stock Exchange.Code: 002900.SZ
[3] Chuanger Bio: active collagen biomedical materials developer, including collagen medical products and skin care products
[4] Giant Bio: Shaanxi Giant Biotechnology Co., Ltd.
[5] Bo Ren Da: An innovative enterprise that develops a new type of slow-release intelligent drug delivery system and related products
[6] Chuangkangfu: Chuanger Bio's brand
[7] Kefumei: Giozi Bio's brand
【8】《Fuerga :2 Accountant's first round of feedback and reply to opinions (update the financial data of the 2021 annual report)", source: Tonghuashun iFinD
[9] "Fuerjia lacks independence, essentially a shadow enterprise and sales platform of Harbin Sanlian, and the fundraising and investment rationality is insufficient, or Will cause duplicate construction and waste", source: Valuation Home
[10] "TMT Observation: Fuerjia wears "Emperor's New Clothes" for listing" Source: People's Daily Digital Communication
Rui Lan Caixun produces
html l0 articles only For reference, there is risky investment in the market.Source: Ruilan Finance (ID: Ruilan808)
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