深圳民爆光电股份有限公司（以下简称“民爆光电”）将于近日首发上会。公开资料显示，民爆光电是一家专注于绿色照明业务的企业，主要从事LED照明产品的研发、设计、制造以及服务。

Shenzhen Civil Explosive Optoelectronics Co., Ltd. (hereinafter referred to as "Civil Explosive Optoelectronics") will make its debut at the conference recently. According to public information, Civil Explosive Optoelectronics is a company specializing in the green lighting business, mainly engaged in the research and development, design, manufacturing, and service of LED lighting products.

这已经是民爆光电第二次闯关创业板了。早在2020年7月民爆光电就已经提交了招股书，但在经历了监管层5轮的问询和回复之后，其在2021年9月撤销了申报材料，直到今年5月才重启了创业板上市申请。此次IPO，民爆光电拟发行不超过2617万股，拟募集11.02亿元，用于“LED照明灯具自动化扩产项目”和“总部大楼及研发中心建设项目”。

This is the second time that the Civil Explosive Optoelectronics has broken through the GEM. As early as July 2020, Civil Explosive Optoelectronics had submitted a prospectus, but after five rounds of inquiries and responses from the regulatory layer, it withdrew its application materials in September 2021, and only then restarted its application for listing on the GEM in May this year. In this IPO, Civil Explosive Optoelectronics plans to issue no more than 26.17 million shares and raise 1.102 billion yuan for the "LED Lighting Automation Expansion Project" and "Headquarters Building and R&D Center Construction Project".

这一次民爆光电能否成功闯关，现在下结论还为时尚早，唯一能够确定的是，民爆光电自身还有很多问题亟待解决。

It is still too early to make a conclusion about whether the civil explosive optoelectronics can successfully break through this time. The only thing that can be determined is that there are still many problems to be solved in the civil explosive optoelectronics itself.

业绩增长乏力

Weak performance growth

招股书数据显示，2019-2021年，民爆光电分别实现营业收入10.82亿元、10.59亿元和14.97亿元，同期归母净利润分别为2.02亿元、1.77亿元和1.70亿元。不难看出，报告期内，民爆光电已经出现增收不增利的情况。其实，有关可持续盈利能力的问题，在上一次IPO中，深交所已经提出疑问，“请发行人说明核心业务、经营环境、主要指标是否发生重大不利变化，业绩下滑程度与行业变化趋势是否一致”，并要求其披露盈利能力下滑的风险。民爆光电也坦承其盈利空间受到挤压的现状：“公司所处的照明灯具制造行业正面临新冠肺炎疫情和贸易摩擦的双重不利影响，上游行业金属材料涨价、下游市场产品需求存在波动、人民币对美元汇率升值、竞争对手加大市场开拓力度等因素都加剧了行业的竞争，降低了照明产品的盈利空间。”

According to the prospectus data, from 2019 to 2021, Civil Explosive Optoelectronics achieved operating revenue of 1.082 billion yuan, 1.059 billion yuan, and 1.497 billion yuan, respectively, with net profit attributable to the parent company of 202 million yuan, 177 million yuan, and 170 million yuan during the same period. It is not difficult to see that during the reporting period, there has been a situation of increasing revenue without increasing profits for civil explosive optoelectronics. In fact, regarding the issue of sustainable profitability, in the last IPO, the Shenzhen Stock Exchange has raised a question, "Please clarify whether there are significant adverse changes in core businesses, operating environment, and key indicators, and whether the degree of performance decline is consistent with the industry's changing trend." It also requires the issuer to disclose the risks of declining profitability. ". Civil Explosive Optoelectronics also admitted that its profit space has been squeezed: "The lighting manufacturing industry where the company is located is facing the double adverse effects of the COVID-19 and trade friction. The price rise of metal materials in the upstream industry, the fluctuation of product demand in the downstream market, the appreciation of the RMB exchange rate against the US dollar, competitors' increasing efforts in market development and other factors have intensified competition in the industry and reduced the profit space of lighting products."

以上诸多原因中有一点特别需要注意，即贸易摩擦，因为民爆光电的销售模式是ODM为海外照明商提供代工服务，而且9成以上营收都来自于海外市场。招股书数据显示，截至2021年，民爆光电95.51％的收入由境外客户提供，出口营业额高达14.29亿元，比2019年增长39.22%。

Among the many reasons mentioned above, there is a particular need to pay attention to: trade frictions, as the sales model of civil explosive optoelectronics is ODM providing OEM services for overseas lighting companies, and more than 90% of the revenue comes from overseas markets. According to the prospectus data, as of 2021, 95.51% of the revenue of Civil Explosive Optoelectronics was provided by overseas customers, with an export turnover of 1.429 billion yuan, an increase of 39.22% compared to 2019.

当然，这可能不是民爆光电一家的问题。同行业企业广莆股份2021年境外收入在公司当期收入中的占比54.12％，立达信2021年境外ODM客户为公司贡献了86.07％的收入。大部分行业内公司都是通过为海外客户提供ODM/OEM服务获得营收。但是，民爆光电海外业务营收的比例却不断增加，这就不难理解为什么其业绩会受到贸易摩擦、汇率等方面的影响较大了。

Of course, this may not be a problem for the photoelectric family of civil explosives. In 2021, the overseas revenue of the same industry enterprise Guangpu Co., Ltd. accounted for 54.12% of the company's current revenue. In 2021, overseas ODM customers contributed 86.07% of the company's revenue. Most companies in the industry earn revenue by providing ODM/OEM services to overseas customers. However, the proportion of overseas business revenue of Civil Explosive Optoelectronics is increasing, which makes it easy to understand why its performance is greatly affected by trade friction, exchange rate, and other aspects.

此外，受市场竞争、大宗商品价格上涨等因素影响，尽管民爆光电营收有所增长，但是毛利率却呈现下滑趋势，由2020年的34.09％下降到2021年的28.16％，这也是其增收不增利的原因之一。

In addition, influenced by market competition, rising commodity prices, and other factors, although the revenue of civil explosives optoelectronics has increased, its gross profit margin has shown a downward trend, dropping from 34.09% in 2020 to 28.16% in 2021, which is also one of the reasons why its revenue has not increased.

股东大额占用资金

Large amount of funds occupied by shareholders

民爆光电成立于2010年3月，截至今年7月，谢祖华是民爆光电的控股股东和实际控制人，通过直接和间接方式合计控制民爆光电95.54%的股权。在成立之初，民爆光电存在股权代持的情况，谢祖华持有民爆光电60%的股权，另由刘志优代替谢祖华持有40%的股权，因为谢祖华担心一人有限公司不能设立全资子公司，不利于以后的经营发展规划，直到2013年6月，上述代持的40%股权才予以还原。到2019年谢祖华在引入投资者时，与深创投、红土智能、红土光明签署对赌协议，约定若民爆光电在2023年12月31日之前仍未实现在中国境内公开发行股票并在沪深证券交易所上市等情形下，投资方有权要求谢祖华回购全部或部分股权。

Civil Explosive Optoelectronics was established in March 2010. As of July this year, Xie Zuhua is the controlling shareholder and actual controller of Civil Explosive Optoelectronics, controlling a total of 95.54% of the equity of Civil Explosive Optoelectronics through direct and indirect means. At the beginning of its establishment, there was a situation in which Xie Zuhua held 60% of the equity of Civil Explosive Optoelectronics, and Liu Zhiyou replaced Xie Zuhua to hold 40% of the equity. Because Xie Zuhua was worried that a one-person limited company could not establish a wholly-owned subsidiary, which would be detrimental to future business development planning, the aforementioned 40% equity was not restored until June 2013. By 2019, when introducing investors, Xie Zuhua had signed a gambling agreement with Shenzhen Venture Capital, Hongtu Intelligent, and Hongtu Bright, stipulating that in the event that Civil Explosive Optoelectronics failed to publicly issue shares in China and list on the Shanghai and Shenzhen Stock Exchange before December 31, 2023, the investor had the right to require Xie Zuhua to repurchase all or part of his equity.

但是首次IPO失败了，基于与投资方签署的上市对赌协议，谢祖华身背股份回购的压力。而同在2019年，谢祖华、王瑞春、苏涛、王丽、钟小东、张盼和刘志优等民爆光电股东共同设立了员工持股平台立勤投资，上述员工将其直接持有民爆光电的股份转让给立勤投资，由此该等持股员工变为间接通过立勤投资持有民爆光电股份，该事项涉及缴纳大额的个人所得税。

However, the initial IPO failed, and Xie Zuhua was under pressure to repurchase shares based on the listing bet agreement signed with the investor. In 2019, Xie Zuhua, Wang Ruichun, Su Tao, Wang Li, Zhong Xiaodong, Zhang Pan, and Liu Zhiyou, among other shareholders of Civil Explosive Optoelectronics, jointly established an employee shareholding platform, Liqin Investment. The above employees transferred their direct holdings of shares of Civil Explosive Optoelectronics to Liqin Investment, whereby these shareholding employees became indirectly holding shares of Civil Explosive Optoelectronics through Liqin Investment, which involved paying a large amount of personal income tax.

据招股书内容显示，民爆光电先行拆借1046.11万元垫付了上述人员的个人所得税款，发生了股东占用资金的情形。同时，报告期内，民爆光电的控股股东、实际控制人、董事、监事、高管、关键岗位人员与供应商股东有频繁的资金往来，民爆光电涉嫌通过供应商股东账户进行走账的嫌疑。

According to the content of the prospectus, Civil Explosive Optoelectronics advanced 10.4611 million yuan to pay the personal income tax of the above-mentioned personnel, causing shareholders to occupy funds. At the same time, during the reporting period, the controlling shareholders, actual controllers, directors, supervisors, senior executives, and personnel in key positions of Civil Explosive Optoelectronics had frequent financial transactions with supplier shareholders, and Civil Explosive Optoelectronics was suspected of carrying out bookkeeping through supplier shareholder accounts.

比如供应商东莞盛丽五金制品有限公司，其主要股东周木生持有该公司100%的股权。

For example, the supplier Dongguan Shengli Hardware Products Co., Ltd., whose main shareholder Zhou Musheng holds 100% of the company's equity.

报告期内，民爆光电监事钟小东、职工代表监事张盼、销售经理税春春、销售经理李乐群和销售部技术主管周金梅分别向周木生借款1万元、25.9万元、10万元、30.56万元和17万元，借款性质全部属于“个人资金借贷”。从以上情况便能看出，民爆光电在财务内控方面是存在瑕疵的。

During the reporting period, Zhong Xiaodong, the supervisor of Civil Explosive Optoelectronics, Zhang Pan, the employee representative supervisor, Shui Chunchun, the sales manager, Li Lequn, the sales manager, and Zhou Jinmei, the technical director of the sales department, borrowed 10000 yuan, 259000 yuan, 100000 yuan, 305600 yuan, and 17000 yuan from Zhou Musheng, respectively. The nature of the loans was all "personal capital loans.". From the above situation, it can be seen that there are flaws in the internal financial control of civil explosives optoelectronics.

研发实力堪忧

Worried R&D strength

招股书数据显示，报告期内民爆光电的研发费用率分别为4.98%、5.71%和4.74%，2021年下滑明显。与同行相比，民爆光电的研发费用率处于较低水平。同期内，民爆光电的研发人员数量占比由2019年末的15.36%降到2021年末的10.65%。2021年10月，其核心技术人员李玉林因个人原因离职，由此，民爆光电的核心技术人员只剩下苏宗才、魏小兵、苏涛3人。

According to the prospectus data, during the reporting period, the R&D expense rates for civil explosive optoelectronics were 4.98%, 5.71%, and 4.74%, respectively, with a significant decline in 2021. Compared with peers, the R&D cost rate of civil explosive optoelectronics is at a lower level. During the same period, the proportion of research and development personnel in civil explosive optoelectronics decreased from 15.36% at the end of 2019 to 10.65% at the end of 2021. In October 2021, Li Yulin, the core technical personnel, resigned due to personal reasons, leaving only Su Zongcai, Wei Xiaobing, and Su Tao as the core technical personnel of Civil Explosive Optoelectronics.

而相关机构现场督导人员发现，在研发领料清单中，部分领料人员为生产或仓库人员，但民爆光电却把该类人员领料计入研发费用；同时，民爆光电将研发费用按照各研发项目平均分配，并没有按项目实际发生情况进行分配。

The on-site supervisor of the relevant institution found that in the R&D material requisition list, some of the material requisition personnel were production or warehouse personnel, but the Civil Explosive Optoelectronics Company included such personnel in the R&D expenses for material requisition; At the same time, the research and development expenses of Civil Explosive Optoelectronics are distributed evenly among various research and development projects, and are not distributed according to the actual situation of the project.

研发直接的成果体现在专利上，民爆光电在招股书中称公司专注于自主研发和技术创新，拥有17项发明专利，但仔细辨别不难发现，民爆光电的这些专利含金量并不高。其中，有6项是受让所得，还有的是从外部个人和企业转让所得，也就是说，真正属于民爆光电自己的研发成果很少。

The direct results of research and development are reflected in patents. In the prospectus, Civil Explosive Optoelectronics stated that the company focuses on independent research and development and technological innovation, and has 17 invention patents. However, it is not difficult to identify these patents carefully, and it is not difficult to find that the gold content of Civil Explosive Optoelectronics is not high. Among them, 6 items are income from transfer, and others are income from transfer from external individuals and enterprises. That is to say, there are very few research and development achievements that truly belong to civil explosive optoelectronics.

而研发能力相对不足还直接导致了民爆光电和其他公司的专利纠纷。招股书内容显示，报告期内，民爆光电与明基智能科技（上海）有限公司在商标、外观设计等方面陷入专利侵权案。2020年1月，该案一审中，法院判决被告（民爆光电）停止侵犯涉案商标专用权并赔偿经济损失6万元，随后民爆光电提起上诉，二审维持原判。

The relative lack of research and development capabilities has also directly led to patent disputes between Civil Explosive Optoelectronics and other companies. According to the prospectus, during the reporting period, Civil Explosive Optoelectronics and BenQ Intelligent Technology (Shanghai) Co., Ltd. were involved in patent infringement cases in trademark, design, and other aspects. In January 2020, in the first instance of the case, the court ruled that the defendant (Civil Explosive Optoelectronics) should stop infringing the exclusive right to use the trademark involved and compensate for economic losses of 60000 yuan. Subsequently, Civil Explosive Optoelectronics filed an appeal, and the second instance upheld the original judgment.

除此之外，民爆光电的产品质量还出现过问题。根据第一轮问询函内容显示，2019—2021年，民爆光电因为产品质量问题被客户予以扣款，扣款金额分别为212.58万元、195.97万元和221.73万元。民爆光电解释称，主要是由于部分批次的产品因使用了有质量问题的材料，导致产品出现质量问题，从而被客户进行了扣减货款的处罚。

In addition, there have been problems with the product quality of civil explosive optoelectronics. According to the contents of the first round of inquiry letters, from 2019 to 2021, customers were charged for civil explosive optoelectronics due to product quality issues, with the deduction amounts of 2125800 yuan, 1959700 yuan, and 2217300 yuan, respectively. Civil Explosive Optoelectronics explained that it was mainly because some batches of products had quality problems due to the use of materials with quality issues, resulting in product quality issues, which led to customer penalties for deduction of payment.

这种解释表面上是把所有问题都推到了供应商身上，但实际上为什么会有存在质量问题的原材料，这难道不是民爆光电自身对供应商产品把关不严造成的么？

This explanation ostensibly blames all the problems on the supplier, but in fact, why are there raw materials with quality problems? Isn't this caused by the lax control of the supplier's products by the Civil Explosive Optoelectronics itself?

用工涉嫌违规

Employment suspected of violating regulations

招股书内容显示，民爆光电去年的产能利用率高达116.55%，其中商业照明、工业照明分别为117.71%、106.44%。也因为业务量增加，招工困难，导致民爆光电短期内用工紧张。这种情况下，民爆光电选择以劳务派遣的模式来满足生产线需求，而劳务派遣比例一度超过10%。根据人力资源和社会保障部2013年颁布的《劳务派遣暂行规定》显示，用工单位应当严格控制劳务派遣用工数量，使用的被派遣劳动者数量不得超过其用工总量的10%。2020年，民爆光电当年前11个月的劳务派遣用工比例都超过10%，最高达23.43%，最低11.97%。也就是说，民爆光电的劳务派遣比例已经超过了国家规定的“红线”。

According to the prospectus, the capacity utilization rate of Civil Explosive Optoelectronics last year was as high as 116.55%, including 117.71% for commercial lighting and 106.44% for industrial lighting. Also due to the increase in business volume and difficulty in recruitment, the employment of civil explosive optoelectronics is tight in the short term. In this case, civil explosives optoelectronics chose to meet the demand of the production line through labor dispatch, which once exceeded 10%. According to the "Interim Provisions on Labor Dispatching" issued by the Ministry of Human Resources and Social Security in 2013, employers should strictly control the number of dispatched workers, and the number of dispatched workers used should not exceed 10% of their total employment. In 2020, the proportion of labor dispatch and employment in the first 11 months of the year for civil explosive optoelectronics exceeded 10%, with a maximum of 23.43% and a minimum of 11.97%. In other words, the proportion of labor dispatch for civil explosive optoelectronics has exceeded the "red line" set by the state.

用工紧张，也让民爆光电成为了投诉的对象，甚至被部分网民指责为“黑厂”，称其存在“辞工”甚至“丧假”都不给员工批准的情况。至于是否有这种情况，无从考证，但是紧张的用工状态大概率会增加投诉，也会影响到民爆光电的日常经营状况。未来，一旦扩产，民爆光电将面临更严重的用人紧张局面，届时又该如何解决。而眼下劳资纠纷中民爆光电用工情况是否违规也会为其二次闯关埋下隐患。

The tight employment situation has also made civil explosive optoelectronics the object of complaints, and some netizens have even accused it of being a "black factory", claiming that it has not been approved by employees for "resignation" or even "bereavement leave.". As for whether there is such a situation, there is no way to verify it. However, the tense employment status may increase the rate of complaints, which may also affect the daily operation of civil explosive optoelectronics. In the future, once the production is expanded, civil explosive optoelectronics will face a more serious employment tension, and how to solve it at that time. In the current labor dispute, whether the violation of regulations in the use of light and electricity by the people will also lay a hidden danger for their second breakthrough.

综上，民爆光电在财务、研发、业务合规方面都存在不少问题，再闯创业板，前景难料。

To sum up, there are many problems in the financial, research and development, and business compliance aspects of Civil Explosive Optoelectronics. It is difficult to predict the future of entering the GEM again.