Behind the capital increase of two venture capitals of Shenglaida: different prices for capital increase during the same period (VC 266)

St. Leida Electric, which will meet on July 2, presents a weird "investment" phenomenon in venture capital. Yonghe Investment not only borrowed the company's proposed shareholding money one year in advance, but its shareholding cost was higher than that of its investment in TECO Ventures. Are there any interesting stories related to the subtleties of listing?

St. Leida Electric recently disclosed the prospectus declaration draft and plans to issue 20 million shares on the Shenzhen Stock Exchange, with a total share capital of 80 million shares after the issuance. The company's main production and sales of thermostats and electric kettles.

From the perspective of industry, Shenglaida Electric Appliance is in a typical traditional small household appliance manufacturing industry, the market is completely competitive, and the technical content, gross profit level, and product prices are low. At the end of 2009, the company's net profit was 27.22 million, and the profit level was the lowest among the small and medium-sized board projects during the same period. Growth in the past three years was also average, with 22.96 million in 2008 and 20.45 million in 2007, an increase of just over 10%.

It is worth noting that it is precisely such a project that still attracted two venture capital institutions to invest in shares before it went public.

According to the company's prospectus, in March 2009, Shenglaida Co., Ltd. was changed to a foreign-invested company limited by shares. On April 18, just one month later, the company's registered capital increased from 53.6 million yuan to 57.6 million yuan—new Shanghai Yonghe Investment, a shareholder, purchased the new shares for 18 million yuan, of which 4 million yuan was included in the registered capital and the remaining 14 million yuan was included in the capital reserve.

A month later, the company ’s registered capital was increased from 57.60 million yuan to 60 million yuan again. Ningbo Dongyuan Venture Capital, the new shareholder, subscribed for the new shares at 9.552 million yuan, of which 2.4 million yuan was included in the registered capital and the remaining 7.152 million yuan was included in the capital. Provident Fund.

Calculating the investment cost of the two venture capitals, it can be seen that the unit price of Yonghe Investment is 4.5 yuan per share, and that of Dongyuan Venture Capital is 3.97 yuan per share. The former is 13% higher than the latter-but the cost of entering the market is lower. In the case of ordinary PRE-IPO projects, isn't this weird?

More interestingly, according to the prospectus, both Yonghe Investment and TECO Venture Capital signed a capital increase agreement with St. Leida in January 2009, intending to increase the share capital of the restructured stock company. As a result, the two companies should participate in the shares at the same time. According to the provisions of Article 127 of the "Company Law", the joint stock company should issue shares at the same time, and the same share price should be the same.

Prior to this, many GEM projects also had the problem of issuing different prices at the same time, but the company often explained that the additional issuance before the restructuring was not constrained, and the management encouraged special prices. Now that St. Leida's capital increase is different after restructuring, not only did it not explain the reason, but it was artificially split into two short-term intervals for additional issuance. Is there any hidden word?

In addition, the prospectus also recorded a weird phenomenon, that is, at the end of 2008, there was a 22 million other payables on the company's books, which the company said was the proposed investment for the loan of Yonghe Investment.

"Where can PE pay for a project for a year and then receive equity?" A senior PRE-IPO investor said, "Unless there are implicit agreements such as pre-IPO private convertible bonds and performance-to-gambling."

However, the amount of funds borrowed by Yonghe Investment and its shareholding are also not the same. The former is 22 million while the latter is only 18 million. At present, the prospectus has not disclosed 22 million in one-year borrowings. Whether St. Leida has paid the capital occupancy fee, and I do not know why the investment cost of the "enthusiastic" Yonghe Investment is 13% higher than that of TECO Ventures.

According to the prospectus, Yonghe Investment was established on August 3, 2006, and the shareholders were wholly-owned by Lu Songcai. At the end of 2009, the company's total assets were 35 million yuan, and its net assets were only 5.75 million yuan, which was still less than 11 million yuan of registered capital. It can be seen that the company's borrowing and investment in Shenglaida Electrical Appliances were also borrowed.

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