Editor of China Economic Net: On September 6, Guangdong Tianan New Materials Co., Ltd. (hereinafter referred to as “Tianan New Materialsâ€) officially listed on the main board of the Shanghai Stock Exchange, stock code: 603725. The company is a high-tech enterprise specializing in R&D, design, production and sales of polymer composite facing materials. Its main products include: home decoration finishing materials, automotive interior finishing materials, film and artificial leather. The lead underwriter of Tian'an New Materials is Everbright Securities. The total amount of funds raised was 353,595,200 yuan, and the deduction of the issuance expenses was 26,260,600 yuan. The net proceeds raised were 327,334,600 yuan for the construction of environmentally-friendly decorative materials, R&D center construction projects, and supplements. Liquidity.
According to public information, on July 14, 2017, Tianan New Materials released the latest prospectus. The first application was approved on July 25. On August 25th, Tianan New Materials opened the subscription, the purchase code is: 732725, the purchase price: 9.64 yuan, the single account purchase limit of 14,000 shares, the purchase quantity 1000 shares multiple times. The number of shares issued this time was 36.68 million shares, and the final number of online issuances was 33.012 million shares, accounting for 90% of the number of shares issued this time. The stock issuance price is 9.64 yuan / share, and the price-earnings ratio is 22.99 times. More than 57,000 shares were abandoned by investors, of which online investors abandoned the subscription quota of 54,249 shares, and offline investors abandoned the subscription number of 3,150 shares. The final rate of online issuance was 0.03045121%. From the stock price trend, since the listing on September 6, Tianan New Materials has been trading for 11 consecutive trading days. As of the close of September 26, the stock reported 28.12 yuan.
According to the prospectus, from January to June 2012, the company realized operating income of 469 million yuan, 516 million yuan, 551 million yuan, 667 million yuan, 860 million yuan, and 422 million yuan. The net profit was 28.28 million yuan, 30.83 million yuan, 21.41 million yuan, 52.83 million yuan, 71.88 million yuan, and 26.02 million yuan. The net cash flow from operating activities was 59.93 million yuan, 17.65 million yuan, 22.7 million yuan, 60.23 million yuan, 38.99 million yuan, and -13.6 million yuan.
From January to June 2012, the balance of accounts receivable was RMB 60,186,300, RMB 90,706,200, RMB 10,352,200, RMB 14,634,600, RMB 22,724,500, and RMB 20,523,800, accounting for 12.84% and 17.64 respectively. %, 18.77%, 21.93%, 26.43%, 48.62%. The turnover rate of accounts receivable (times) was 8.15, 6.82, 5.67, 5.34, 4.60, 1.95. The inventories were RMB 45,455,500, RMB 76,053,900, RMB 78,290,600, RMB 10,144,400, RMB 13,849,100 and RMB 15,452,600 respectively. The inventory turnover rate (times) was 7.61, 6.96, 5.92, 5.68, 5.43, 2.28. The gross profit margin of the company's main business was 18.47%, 17.73%, 17.26%, 23.08%, 23.85%, 20.41%.
From January to June 2012, the total liabilities were 157 million yuan, 233 million yuan, 278 million yuan, 383 million yuan, 489 million yuan, and 463 million yuan. The total current liabilities were RMB 105,523,800, RMB 190,561,400, RMB 22,027,900, RMB 357,793,200, RMB 456,692, and RMB 4,211,176,000. The asset-liability ratio (parent company) was 46.63%, 52.72%, 49.84%, 47.73%, 48.62%, and 42.90%, respectively.
In terms of gross profit margin of major products, the prospectus shows that the gross profit margin of the company's home decoration finishing materials was 25.90%, 31.69%, 29.00% and 22.91% from January to June 2014. The average gross profit margin of comparable materials for listed companies is 29.34%, 29.15%, 31.49%, 28.39%, respectively. The gross profit margin of automotive interior finishing materials was 23.67%, 27.08%, 31.02%, and 27.55%, respectively. The average gross profit margin of comparable automotive interior products is 29.87%, 31.13%, 28.96%, and 29.95%, respectively. The gross profit margin of the film was 12.00%, 15.57%, 13.52%, and 12.88%, respectively. The average gross profit margin of comparable film products is 8.57%, 11.66%, 17.08%, 19.54%. The average gross profit margin of artificial leather is 5.03%, 6.43%, 4.66%, and 2.83%, respectively. The average gross profit margin of the double-image synthetic leather was 7.55%, 11.22%, 14.02%, and 10.97%, respectively. "External Finance" reported that the change in gross profit margin of the company's four major products is opposite to that of listed companies in the same industry. The unique trend of gross profit margin should arouse investors' vigilance.
On July 25, 2017, the Main Board of the Board of Auditors issued a number of inquiries to Tianan New Materials in the announcement of the 113th meeting in 2017: a small number of distributors or their actual controllers were former employees of the issuer, and some of them actually controlled The person holds the issuer's shares, and the above-mentioned dealers are important issuers of the issuer during the reporting period. The issuer's representative is requested to further explain whether the issuer and the distributors have differences in product pricing policies, credit policies, rebate policies and other dealers during the reporting period. Whether the profitability of the above distributors is significantly different from other dealers. Whether there is interest transfer or other undisclosed information between the issuer and the dealers.
The company expects to achieve operating income of 626,316,600 yuan to 641,513,400 yuan in January-September 2017, an increase of 13.44% to 17.03% year-on-year; the net profit attributable to owners of the parent company is expected to be 39,788.1 thousand yuan to 41,361,100 yuan, an increase of 1.14% over the same period of last year. Up to 5.23%; net profit attributable to owners of the parent company after deducting non-recurring gains and losses is expected to be RMB 34,246,400 to RMB 36,636,000, an increase of 10.62% to 17.05%.
"Securities Market Weekly" reported that the company's fundraising projects are unlikely to achieve the expected benefits. In 2016, the company has a decorative surface material production capacity of 34,100 tons / year, automotive interior finishing materials of 19,800 tons / year, and the new home decorative surface material capacity of the project after the completion of the project is 13,000 tons / year, new car interior decoration The surface material is 7,000 tons / year. At present, the company's production capacity has reached 53900 tons / year, the capacity utilization rate in 2016 is about 90%, the operating income realized is 859 million yuan, the net profit after deduction is 61.51 million yuan, and the non-net interest rate is only 7.16%. The fundraising project is expected to generate an annual production capacity of 503 million yuan and a net profit of 60.04 million yuan, with a net profit margin of 12.37%. In the context of a sharp rise in raw materials, this optimistic expectation may be difficult to achieve.
According to the World Wide Web, Tianan New Materials in 2016, the company's total number of employees was 1,259, more than doubled in 2014, but the “payment of cash paid to employees and employees†was only 100.318 million yuan. The per capita labor cost of the company in 2016 was only 79,700 yuan. The change in its labor cost data is not in line with common sense. It is very doubtful that the company will suddenly reduce the labor cost standard before listing, thereby reducing costs and inflating profitability. At the same time, the actual payment and new amount of payables of Tianan New Materials in 2016 exceeded the total purchase amount of more than 60 million yuan in the same year. It does not meet the normal financial accounting principle, and the flow of huge purchases is unknown. It is doubtful that The company has a payment behavior that has no actual procurement business basis.
"External Finance" reported that there are two major injuries in Tianan's original capital contribution. First, the shareholders did not pay in the agreed currency on time. Secondly, Tianyao Group's investment in machinery and equipment is in line with the "Regulations on the Implementation of the Sino-foreign Joint Venture Law" as a foreign joint venture. The provisions of machinery and equipment or other materials that are funded by the joint venture shall be necessary for the production of the joint venture. It is still difficult to judge, and the company has not specified it.
In response to the above situation, China Economic Net interviewed Tianan Xincai's secretarial office and did not receive a reply as of the time of publication.
The company focuses on the research and development of polymer composite facing materials. The Sino-foreign joint venture is transformed into a domestic-funded enterprise.
According to the prospectus, the company is a high-tech enterprise specializing in the research, development, design, production and sales of polymer composite facing materials. The main products include: home decoration finishing materials, automotive interior finishing materials, film and artificial leather. The company uses PVC, PP, TPO and other polymer materials to design and produce a series of decorative materials that meet the requirements of aesthetics and environmental protection, forming an integration from material research and development, style design to production and processing, sales promotion and terminal application. Business system.
Wu Qichao holds 40.9777% of the company's shares and is the controlling shareholder and actual controller of the company. Wu Qichao, Chinese nationality, has no permanent residency abroad.
On February 24, 2000, Tianyao Group, Hong Kong Jinan and Hong Kong Darong signed the “Sino-foreign Joint Venture Foshan Tianan Plastic Co., Ltd. Contract†and the “Sino-foreign Joint Venture Foshan Tian’an Plastics Co., Ltd.â€, stipulating the joint venture The way to establish Foshan Tianan Plastic Co., Ltd.
On March 15, 2000, Foshan Administration for Industry and Commerce issued the “Notification of Pre-approval of Enterprise Names†(No. 097159), agreeing to pre-approve Tianyao Group, Hong Kong Jinan, Hong Kong Darong. The name of the Sino-foreign joint venture invested and established is “Foshan Tianan Plastic Co., Ltd.â€.
On April 12, 2004, Tianyao Group and Hong Kong Tianying signed the “Supplementary Contract for Foshan Tianan Plastic Co., Ltd. on Capital Increase and Expansion†and the “Supplementary Statute of Foshan Tian’an Plastics Co., Ltd. on Capital Increase and Expansionâ€. And the relevant provisions of the company's articles of association are revised. On April 21, 2004, the Guangdong Provincial People's Government issued the “Commercial Foreign-Funded Guangdong-Fountain Joint Venture Certificateâ€.
No. 0005 "People's Republic of China Taiwan, Hong Kong and Macao Overseas Investment Enterprise Approval Certificate".
On April 11, 2012, Foshan Chancheng Economic Promotion Bureau issued a "Focus outburst"
No. 40 “Reply on the transfer of equity of Foshan Tianan Plastic Co., Ltd.â€, the share transfer was approved; after the equity transfer, the nature of the company was changed from a Sino-foreign joint venture to a domestic-funded enterprise, and the total investment and registered capital of the company was RMB 467,738, yuan.
The founding meeting held on October 20, 2012 passed a resolution: the company's audited parent company's net asset value of RMB 164,262,264.57 was equivalent to 90 million shares of common stock of the company on August 31, 2012. Tianan Limited was changed into a joint-stock company as a whole.
The company specializes in R&D, design, production and sales of polymer composite facing materials. It produces home decoration facing materials, automotive interior finishing materials, films and artificial leathers through the use of various polymer materials such as PVC, PP and TPO. . According to the “Guidelines for the Classification of Listed Companies in the Industry (Revised in 2012) issued by the China Securities Regulatory Commission, the company belongs to “C29 Rubber and Plastic Products Industryâ€.
Former employees change shareholding dealers and issuers whether there is interest transfer
According to the website of the China Securities Regulatory Commission, on July 25, 2017, the Board of Directors of the Board of Directors made a number of inquiries to Tianan New Materials in the announcement of the results of the 113th meeting in 2017.
1. The issuer's minority distributors or their actual controllers are former issuers of the issuer, and the actual controllers of the individual dealers hold the issuer's shares, and the above-mentioned dealers are important issuers of the issuer during the reporting period. The issuer's representative is requested to further explain whether the issuer and the distributors have differences in product pricing policies, credit policies, rebate policies and other dealers during the reporting period. Whether the profitability of the above distributors is significantly different from other dealers. Whether there is interest transfer or other undisclosed information between the issuer and the dealers. Please sponsor the representative to issue a verification opinion.
2. The issuer's representative is requested to further explain: (1) the specific reasons and reasonableness of the higher balance of accounts receivable and notes receivable at the end of each period of the reporting period; whether it will adversely affect the issuer's performance and continuing operations; 2) In combination with the credit term, the post-term repayment time, and the accounts receivable at the end of each period, about 20% of the accounts receivable exceed the credit period, etc., supplementing the explanation of whether there is any situation in the reporting period to stimulate sales through the relaxation of credit policy; (3) There is a situation in which the aging of accounts receivable is adjusted by means of a third-party company's payment; whether there is external borrowing at the end of the accounting period, the receivables are reduced by own funds, and the reversal is reversed at the beginning of the next period; (4) The issuer's provision for bad debts is lower than the average level of listed companies in the same industry, indicating whether the proportion of bad debt provision is cautious and sufficient; (5) whether there is an acceptance bill with no real trading background, The receipt of bills is converted into accounts receivable due to the inability to discount, accept, and fail to recover. Please sponsor the representative to issue a verification opinion.
3. The issuer's representative is requested to further explain: (1) Whether the issuer's parent company and the wholly-owned subsidiary Anhui Tian'an New Materials Co., Ltd. (hereinafter referred to as Anhui Tian'an) have obtained the discharge permit and the validity period during the reporting period, and whether it exists during the reporting period. Environmental violations and violations; (2) In 2016, Anhui Tianan's toluene emissions were significantly higher than the issuer's parent company's reasons and rationality. Is there any environmental risk in Anhui Tian'an; (3) Is there any shortage of environmental protection investment and expenditure in Anhui Tian'an? Whether the implementation of the fundraising project will significantly increase the environmental protection emissions of Anhui Tianan, and thus affect the environmental protection of Anhui Tianan. Please sponsor the representative to issue a verification opinion.
4. The issuer's representative is requested to further explain: (1) Whether the issuer has not strictly paid the specific reasons for paying social insurance and housing provident fund to some employees, whether it harms the interests of the issuer's employees, whether it meets the relevant regulations, whether there are potential disputes and punishment risks. (2) The impact of unpaid status on the issuer's operating results. The corrective measures of the issuer and its controlling shareholder and actual controller; (3) The number of labor dispatched employees at the end of each year in 2014 and 2015 accounted for 50% and 33% respectively of the total labor, and the issuers of each period during the reporting period paid Is there a difference in the remuneration of employees and labor dispatched employees; whether the issuer has reduced the remuneration of the issuer's employees through labor dispatch to reduce the period expenses and increase profits; (4) January 2016 issuer and Guangzhou Tessos The talent consultant company signed the "Labor Dispatch Termination Agreement", whether the above-mentioned labor dispatch termination is true, legal and valid, and whether there are disputes, disputes or potential disputes. Please sponsor the representative to issue a verification opinion.
In addition, on July 14, 2017, the CSRC's review and approval committee also submitted many inquiries to Tian'an New Materials in the initial application feedback. During the reporting period, the issuer's income showed an increasing trend, but the net profit fluctuated greatly. The issuer is requested to supplement the reasons for fluctuations in net profit during the reporting period, and to supplement the matching of changes in income and changes in net profit during the reporting period. The sponsors and accountants are requested to verify the authenticity, accuracy and completeness of the issuer’s income, verification measures, verification methods and verification conclusions, and express a clear opinion.
The issuer is requested to add the contents, amount, basis of acquisition and time of receipt of the various government subsidy funds during the reporting period. The government subsidy is included in the accounting treatment basis for the current profit and loss or deferred income, and whether the issuer's operating results have serious consequences for government subsidies. Dependence (if yes, supplementary disclosure of related risks); highlights the reason why large government grants are directly included in the current profit and loss without deferral.
Regarding cash flow: (1) Please ask the issuer to combine the industry situation, the comparison of listed companies, the net profit and the net cash flow of operating activities to supplement the specific reasons for the change in performance during the reporting period, and the fluctuation of net cash flow from operating activities during the reporting period. Rationality. (2) The issuer is requested to provide additional information on the receipt and payment of other cash related to the business activities, the receipt and payment of other cash related to the investment activities, and the receipt and payment of other cash related to the fund-raising activities. Sex.
At the end of 2013, the end of 2014, the end of 2015 and the end of June 2016, the balance of accounts receivable of the issuer was RMB 09,667,200, RMB 10,352,200, RMB 14,634,600 and RMB 15,181,400, respectively. (1) The issuer is requested to supplement the disclosure of the relevant credit policies of the major customers of the four major products, and to explain whether the credit policies of the major customers and new customers are different. Does the credit policy change during the reporting period? There is a case where the credit period is relaxed. (2) The issuer is requested to combine the ratio of the balance of accounts receivable at the end of each period to the operating income of the four main products during the reporting period, and supplement the analysis of the reasons for the rapid growth of the balance of accounts receivable during the reporting period. (3) The issuer is requested to add the reasons for the uncollected large amount of accounts receivable at the end of the reporting period and the post-term repayments, the situation of customers with large increase in accounts receivable during the reporting period and the situation of post-payments.
At the end of 2013, the end of 2014, the end of 2015 and the end of June 2016, the issuer's inventory balance was 76,053,900 yuan, 78,290,600 yuan, 10,144,400 yuan and 11,408,900 yuan respectively. The issuer did not make provision for inventory depreciation. (1) Raw materials are important stocks of the issuer. The issuer is requested to add the main contents of the raw material inventory, the method of raw material management (including storage), and the supplementary description of the main customers of the goods, and the main orders of the finished products. (2) The issuer is requested to supplement the specific composition of each item of inventory and the reasons for the changes in each item during the reporting period.
The gross profit margin trend of major products runs counter to the industry
Gross profit margin, comprehensive gross profit margin and changes in gross profit margin of various products of the company's main business
According to the prospectus, from January to June 2012, the gross profit margin of the company's main business was 18.47%, 17.73%, 17.26%, 23.08%, 23.85%, 20.41%.
The CSRC's review and appraisal committee also asked about the gross profit margin of Tianan New Materials in the initial application feedback. Regarding gross profit margin: (1) The issuer is required to disclose the changes in the gross profit margin of major products and the reasons in accordance with the contribution to the gross profit amount. Sponsors and accountants are requested to check and comment. (2) The issuer is requested to supplement the reasons for the difference in gross profit margin of each product during the reporting period and the reasons for the fluctuation of gross profit margin in different accounting periods of the same product; focus on the rationality of the increase in gross profit margin of products with rising gross profit margin, and the gross profit margin decreases year by year. The impact of falling product gross margins on continued profitability.
The gross profit margin of the company's home decoration facing materials is comparable to that of comparable companies
The gross profit margin of the company's automotive interior finishing materials is comparable to comparable listed companies
The company's film product gross margin compared with comparable listed companies
The company's artificial leather products gross profit margin and comparable comparison with listed companies
According to the prospectus, from January to June 2014, the gross profit margin of the company's home decoration finishing materials were 25.90%, 31.69%, 29.00% and 22.91% respectively. The average gross profit margin of comparable materials for listed companies is 29.34%, 29.15%, 31.49%, 28.39%, respectively. The gross profit margin of automotive interior finishing materials was 23.67%, 27.08%, 31.02%, and 27.55%, respectively. The average gross profit margin of comparable automotive interior products is 29.87%, 31.13%, 28.96%, and 29.95%, respectively. The gross profit margin of the film was 12.00%, 15.57%, 13.52%, and 12.88%, respectively. The average gross profit margin of comparable film products is 8.57%, 11.66%, 17.08%, 19.54%. The average gross profit margin of artificial leather is 5.03%, 6.43%, 4.66%, and 2.83%, respectively. The average gross profit margin of the double-image synthetic leather was 7.55%, 11.22%, 14.02%, and 10.97%, respectively.
"External Finance" reported that the change in gross profit margin of the company's four major products is opposite to that of listed companies in the same industry. The unique trend of gross profit margin should arouse investors' vigilance. For example, the gross profit margin of Tian'an New Materials' 2014 home decoration veneer increased by 6.25 percentage points year-on-year in 2015. In the same period, the average gross profit margin of listed companies in the same industry was 29.34% and 29.15%, respectively, showing a slight downward trend, which was obviously inconsistent with the trend of Tian'an New Materials' gross profit margin.
In terms of gross profit margin of automotive interior finishing materials, the gross profit margin of Tianan New Materials in 2015 was 27.08%, and the gross profit margin in 2016 rose to 31.02%. The average gross profit margin of listed companies in the same industry was 31.13% and 28.96%, respectively. Among them, the gross profit margin of the company's production of automotive interior fabrics was 37.52% and 36.30%, respectively, showing a decline, with Tianan New Materials. The gross margin trend is obviously the opposite.
In terms of gross profit margin of film products, the average gross profit margin of listed companies in the industry in 2015 and 2016 was 11.66% and 17.08%, showing a significant growth trend. In the same period, the gross profit margin of Tianan New Material Film Products was 15.57% and 13.52%, respectively, showing a downward trend, which is contrary to the industry trend.
The fourth largest product of Tianan New Materials, the gross profit rate of artificial leather, also has problems. From 2014 to 2016, the gross profit margin of Shuangxiang shares was 7.55%, 11.22% and 14.02%, respectively, which increased year by year. The gross profit rate of the company's artificial leather is divided into 4.57%, 6.43%, and 4.66%, which is not only far lower than that of Double Elephant, but the gross profit margin of the same period has risen and then decreased.
Declining capacity utilization in 2015 and 2016
According to the prospectus, the company's main products include: home decoration finishing materials, automotive interior finishing materials, film and artificial leather. From January to June 2012, the sales prices of the main products of the company's main decorative materials were 21,833.29 yuan / ton, 20,817.24 yuan / ton, 21,097.47 yuan / ton, 21,831.65 yuan / ton, 22,231.51 yuan / ton, 22,631.91 yuan / ton. The sales price of automotive interior fabrics was 14,878.25 yuan / ton, 28,610.74 yuan / ton, 28,854.55 yuan / ton, 31,321.97 yuan / ton, 33,501.73 yuan / ton, 34,938.70 yuan / ton. The film sales price was 11,752.31 yuan / ton, 11,157.17 yuan / ton, 11,331.94 yuan / ton, 10,656.84 yuan / ton, 9,919.81 yuan / ton, 11,161.53 yuan / ton. The sales price of artificial leather was 15,732.37 yuan / ton, 14,946.10 yuan / ton, 14,315.16 yuan / ton, 13,629.61 yuan / ton, 12,617.46 yuan / ton, 13,190.67 yuan / ton.
Automotive interior fabrics: 014-2016 and January-June 2017, the price of automotive interior fabric products remained at a high level. Film, artificial leather: The pricing of products is mainly affected by the price of raw materials. Therefore, the prices of film and artificial leather products in the report period generally decreased with the decline in the prices of major raw materials such as resin powder and plasticizer. The film and artificial leather products are highly competitive. On the basis of a certain increase in the price of PVC in the second half of 2016, the average annual selling price has declined, further reducing its gross profit margin.
At the same time, the company is reminded of the risk: if it is unable to continue to obtain orders for new models of automotive interior fabric products, it will face the risk of falling sales prices of automotive interior finishing materials.
Production and sales of major products
According to the prospectus, from January to June 2012, the company's main product capacity utilization rates were 86.07%, 97.48%, 99.01%, 95.24%, 90.53%, and 91.91%, respectively. The production and sales rates were 100.25%, 97.03%, 95.84%, 94.63%, 95.11%, and 93.37%, respectively.
During the reporting period, as the output of home decoration finishing materials and automotive interior finishing materials continued to increase, its capacity utilization rate remained at a high level. In 2015 and 2016, the capacity utilization rate decreased slightly. The Anhui Tian'an production line was installed in the second half of 2015, and the production capacity has not been completely released. Capacity utilization remained stable from January to June 2017.
The performance of the fundraising is expected to be difficult to cash
According to the prospectus, the company raised a total of 327,334,600 yuan of funds for environmental protection decoration materials construction projects, research and development center construction projects, and supplementary liquidity. Among them, 240 million yuan was used for the construction of environmentally-friendly decorative materials construction projects, and 47.33 million yuan was used to supplement working capital.
"Securities Market Weekly" reported that the company's fundraising projects are unlikely to achieve the expected benefits. According to the prospectus, Tianan New Materials raised 327 million yuan, of which 235 million yuan was used for environmentally friendly decorative materials construction projects, 45 million yuan was used for R&D center construction, and 47.33 million yuan was used to supplement working capital. Among them, the construction of environmentally-friendly decorative materials project started in September 2015 and was completed in September 2017. It achieved 100% production in 2018, and formed an annual production capacity of 20,000 tons of various environmentally-friendly decorative facing materials, achieving operating income of 5.03. 100 million yuan, the net profit of 60.54 million yuan of economic goals.
However, in 2016, the company had a production capacity of 34,100 tons/year of decorative surface materials and 19,800 tons/year of automotive interior finishing materials. After the completion of the project, the added capacity of home decorative surface materials was 13,000 tons/year. Decorative surface material 7,000 tons / year. At present, the company's production capacity reaches 53900 tons / year, the capacity utilization rate in 2016 is about 90%, the operating income realized is 859 million yuan, the net profit after deduction is 61.51 million yuan, and the non-net interest rate is only 7.16%.
The fundraising project is expected to generate an annual production capacity of 503 million yuan and a net profit of 60.04 million yuan, with a net profit margin of 12.37%. In the context of a sharp rise in raw materials, this optimistic expectation may be difficult to achieve.
Pre-marketing labor cost standards have plummeted
According to the World Wide Web report, according to the prospectus, Tianan New Materials' total number of registered employees and labor dispatch personnel in 2015 was 1,326. Later, the relevant departments issued the "Interim Provisions on Labor Dispatch" and pointed out that "the employer used the dispatched labor before the implementation of this regulation." If the number of people exceeds 10% of their total employment, they should formulate an adjustment plan for employment, which will be reduced to the prescribed ratio within two years from the date of implementation of this regulation. Therefore, in 2016, Tianan New Materials also transferred most of the labor dispatch personnel to registered employees. To meet the relevant requirements.
Number of employees and workers dispatched by the issuer's own employees and labor services during the reporting period
As of the end of 2016, the company's registered employees and labor dispatchers totaled only 1,260, a decrease of 5% year-on-year. At the same time, however, the total output of Tianan New Materials in 2016 was 48,793.96 tons, which was a significant increase of nearly 20% compared with 39,046.88 in 2015. The operating income also increased from 667 million yuan in 2015 to 860 million yuan, an increase of about 20%. That is, the company’s scale of operations has increased significantly in 2016. On this basis, the total number of employees has not increased and decreased, which is obviously inconsistent with the trend of the company's operating scale.
Consolidated cash flow statement screenshot
In addition, according to the disclosure of the prospectus, the total number of employees of Tianan New Materials at the end of 2014 was only 513. In the same year, the cash flow statement “payment to employees and cash paid for employees†accounted for 68.421 million yuan, which calculated Tiananxin The per capita labor cost of the materials is as high as 133,400 yuan; and by 2016, the total number of employees of the company has increased to 1,259, which has more than doubled in 2014, but the cash flow statement for the year was “paid to employees and employees. The amount of cash paid for the subject is only 100.318 million yuan. From this calculation, the per capita labor cost of the company in 2016 is only 79,700 yuan, which is still less than 60% of the 2014 per capita labor cost standard.
After two years in 2015 and 2016, the per capita labor cost of Tianan New Materials has not only increased, but has also fallen sharply. Based on the per capita labor cost of the company's 79,700 yuan in 2016, the company's social security and housing provident fund are deducted, and the monthly salary of employees is only 5,000 yuan. The change in Tianan new material labor cost data is not in line with common sense. It is very doubtful that the company will suddenly reduce the labor cost standard before listing, thereby reducing costs and inflating profitability.
Unusual purchase capital flow is unknown
According to the World Wide Web report, according to the prospectus, Tianan New Materials purchased a total of 225,501,900 yuan from the top five suppliers in 2016, accounting for 39.3% of the total purchases in the year, which calculated that the company’s total purchases for the year were only 515 million yuan, even considering the impact of VAT input tax on purchase payment obligations, Tianan New Materials' 2016 tax-included purchases will not exceed 603 million yuan.
Correspondingly, the amount of actual expenditures in the “Cash for Purchase of Goods and Payment of Labor Services†in the Tianan New Material Cash Flow Statement has reached 576 million yuan in 2016, and the endorsements at the end of 2016 have not yet expired. The balance of the draft is also RMB 39,724,100. The total amount of these two purchase payment items has exceeded the company's tax-included purchases in the same year. On this basis, Tian'an New Materials' total balance of bills payable and accounts payable at the end of 2016 was as much as 208 million yuan, a substantial increase of nearly 60 million yuan compared with 153 million yuan at the end of 2015.
The actual payment and the amount of new payables of Tianan New Materials in 2016 exceeded the total purchase amount of more than 60 million yuan in the same year. This is not in line with the normal financial accounting principle, and the flow of huge purchases is unknown. It is doubtful that the company There are payment behaviors without the actual procurement business basis.
Originally funded two major "hard" listing compliance doubts
According to the prospectus, on February 24, 2000, Tianyao Group, Hong Kong Jinan and Hong Kong Darong signed the “Sino-foreign Joint Venture Foshan Tianan Plastic Co., Ltd. Contract†and the “Sino-foreign Joint Venture Foshan Tian’an Plastics Co., Ltd.†Foshan Tianan Plastic Co., Ltd. (hereinafter referred to as “Tianan Limitedâ€, the predecessor of Tian'an New Materials) was established by means of joint venture. The total investment of the company was US$2.6 million and the registered capital was US$2.2 million. Among them, Tianyao Group invested US$1.21 million in cash, accounting for 55% of the registered capital; Hong Kong Jinan invested US$770,000 in cash, accounting for 35% of the registered capital; Hong Kong Darong invested US$220,000 in cash, accounting for registered capital. 10%; all parties should pay all the capital contributions within 6 months after the company is registered. At that time, Wu Qichao, the actual controller of Tianan New Materials, held an 80% stake in Tianyao Group.
The amount of capital contributed by each shareholder and the proportion of capital contribution
"External Finance" reported that there were two major injuries in Tianan's capital contribution. First, shareholders did not make capital contributions in the agreed currency on time. Secondly, Tianyao Group's investment in machinery and equipment is in line with the "Regulations on the Implementation of the Sino-foreign Joint Venture Law". The machinery and equipment or other materials contributed by the joint venturer shall be required for the production of the joint venture, and it is still difficult to judge, and the company has not specified it.
According to the agreement of the joint venture contract, all parties shall pay all the capital contribution within 6 months after the company is registered (ie before November 15, 2000), and the capital contribution method is cash or cash. However, part of the capital contribution of Tianyao Group, Hong Kong Jinan and Hong Kong Darong was paid after November 15, 2000, and part of the investment assets of Tianyao Group was the start-up fee for machinery and equipment, which was not valid at the time. Provisions on Certain Provisions on the Contribution of Joint Ventures by Chinese and Foreign Joint Venture Enterprises.
Regulations for the Implementation of the Law of Sino-foreign Joint Ventures, Article 22 Joint ventures may make capital contributions in the form of capital, or they may use buildings, plants, machinery or other materials, industrial property rights, know-how, and site use rights to make capital contributions. However, "External Finance" found that the "Regulations on the Implementation of the Sino-foreign Joint Venture Enterprise Law", Article 24 stipulates that: machinery and equipment or other materials contributed by foreign joint venturers shall be necessary for the production of the joint venture. It is still difficult for Tianyao Group to judge whether the machinery and equipment are necessary for Tianan limited production, and the company has not specified it in detail. If it is not necessary for Tianan limited production, its equipment investment also violates the above regulations.
It is worth noting that until July 1, 2012, the Tianan Group of Shareholders made a resolution, and Tianyao Group re-invested in the monetary fund of RMB 489,605.71 to make up for the investment in the company. In August of that year, Tianyao Group transferred its 44% equity interest in Tianan Co., Ltd. (ie 28,544,483 yuan) to Wu Qichao, and held 11% of its stake in Tianan Co., Ltd. (ie 7,136,121 yuan) to 9,441,239. Yuan transferred to Shen Yaoliang.
The amount of financial subsidies soared in the last three years
Impact of tax incentives on the company's operating results during the reporting period
According to the prospectus, from January to June 2012-2017, the company's income tax concessions amounted to 3,354,500 yuan, 3,431,800 yuan, 2,321,400 yuan, 7,327,600 yuan, 70,294,400 yuan and 2,469,500 yuan, respectively, accounting for 11.86 of the year's net profit. %, 11.13%, 10.84%, 13.87%, 9.78%, and 9.49%.
In 2014-2016 and January-June 2017, the amount of financial subsidies recognized by the company for non-operating income was 7,160,700 yuan, 97.025 million yuan, 4,218,100 yuan, 8,286,600 yuan, 12,284,400 yuan and 2,270,800 yuan, affecting the current period. The proportion of net profit was 21.52%, 26.75%, 16.39%, 13.24%, 14.29% and 8.58%, respectively.
As can be seen from the above data, from January to June 2014, the amount of financial subsidies recognized by the company in non-operating income increased year by year.
On September 12, 2012, the company was jointly recognized as a high-tech enterprise by the Guangdong Provincial Department of Science and Technology, the Guangdong Provincial Department of Finance, the Guangdong Provincial State Taxation Bureau, and the Guangdong Provincial Local Taxation Bureau, and obtained the high-tech enterprise certificate numbered GF201244000157. Valid for three years, according to Article 28 of the "Enterprise Income Tax Law of the People's Republic of China", "High-tech enterprises that the state needs to support, reduce the enterprise income tax by 15%." The company implemented a 15% preferential income tax rate for 2012, 2013, and 2014. According to the regulations, high-tech enterprise qualifications need to be reviewed every three years and re-confirmed every six years.
In 2015, the company's original high-tech enterprise certificate expired, the company has applied for re-recognition and on October 10, 2015, it has obtained the Guangdong Provincial Department of Science and Technology, the Guangdong Provincial Department of Finance, the Guangdong Provincial State Taxation Bureau, and the Guangdong Provincial Local Taxation Bureau. The "High-tech Enterprise Certificate" issued, the certificate number is GR201544000998, valid from January 1, 2015 to December 31, 2017. The company enjoys preferential taxation for high-tech enterprises within three years after the approval of high-tech enterprises (2015-2017), and corporate income tax is levied at a rate of 15%.
The company warns of risks. In the next few years, the company will continue to strengthen R&D investment and undertake government-funded research and development projects. The company will continue to receive relevant government subsidies, but the amount of funds actually received and the amount of non-operating income recognized each year will be specific. Projects may vary and may have some volatility.
Accumulated dividends of 30.55 million yuan in the four years prior to listing
According to the prospectus, during the reporting period, the company has four profit distribution items, which have been implemented. The details are as follows:
On May 12, 2013, Tianan's 2012 Annual General Meeting of Shareholders passed a resolution to distribute a cash dividend of RMB 2,250,000 to all shareholders.
On April 15, 2014, Tianan's 2013 Annual General Meeting of Shareholders passed a resolution to distribute a cash dividend of RMB 6,300,000 to all shareholders.
On February 25, 2016, Tianan's 2015 Annual General Meeting of Shareholders passed a resolution to distribute a cash dividend of RMB 11,000,000 to all shareholders.
On March 12, 2017, Tianan's 2016 Annual General Meeting of Shareholders passed a resolution to distribute a cash dividend of RMB 1,100,000 to all shareholders.
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