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Shedding Light on Tech Pro Technology
(03823.HK)
2016 Sohn Conference Hong Kong
Disclaimer
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opinion. As of the time of this presentation, GeoInvesting held a short position in 03823.HK.
2016 Sohn Conference Hong Kong
Additional Disclaimer
2016 Sohn Conference Hong Kong
Our “Short” Take on Tech Pro
• Tech Pro is a company that seems to be suffering from an identity crisis
• We believe the stock price is detached from the reality of our on the
ground due diligence and the company’s financials
• Our due diligence raises questions that we believe should be brought to
the attention of both the company’s auditor and regulators
• We believe the company will require continued dilutive equity financing to
sustain operations
• We are currently short Tech Pro (03823.HK)
2016 Sohn Conference Hong Kong
Introduction to Tech-Pro
• Stock Price: HK$2.33
• Shares outstanding: 6.5 Billion
• Market cap: HK$15.2 Billion (US$2.0B)
• Listed: in 2007
• Main business: LED Lighting
• Recent acquisitions:
– 50% equity interest of a Shanghai building in 2013
– Second tier French football club in July 2015
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Revenue by Business Segment
Note 1: The company reported no revenue from its property sub-leasing segment
Note 2: Revenue from “Other Business” segment reported over the course of a half year (July – Dec. 2015)
2016 Sohn Conference Hong Kong
5 Year Stock Price Chart
Note: stock price is adjusted for forward stock splits in 2014 and 2015
2016 Sohn Conference Hong Kong
Wind Solar New Energy
U-Young
Lan Tian Wei Guang (LTWG)
Chongzheng Electronics
LEDUS (Sales & Marketing)
Timeline of LED Business Acquisitions
2016 Sohn Conference Hong Kong
Due Diligence: Wind Solar New Energy
• Manufactures solar energy LED
street lamps
• Company’s website lists 300
employees
• Company lists factory space at
13,000 square meters
• They do indeed manufacture LED street
lamps
• Through interviews with company
employees, our investigators were told that
the facility employs 30 – 50 people, an
over 83% difference in staff
• Investigators were told that the company
at one time occupied five floors in two
buildings, but downsized to one story in
one building, an 80% difference in space.
Company Claims Due Diligence Findings
Photos from GeoInvesting 2016 visit
2016 Sohn Conference Hong Kong
Due Diligence: LTWG
• LTWG manufactures LED street
lamps
• Company claims 200 employees
• Company website claims building is
30,000 square meters in size
• They do indeed manufacture LED street
lamps
• Our due diligence indicates less than 50
employees, an over 75% workforce
difference
• Our investigators found other
companies also occupying this facility
Company Claims Due Diligence Findings
Photos from GeoInvesting 2016 visit
2016 Sohn Conference Hong Kong
Due Diligence: U-Young Technology
• U-Young manufactures LED lamps
• Company’s website lists 200
employees
• Company lists factory space at
15,000 square meters
• They do indeed manufacture LED lamps
• Investigators were told by several on-site
sources that there are now 40 or less
employees, an 80% workforce difference
• Our investigators were told that other
companies, including U-Young Appliance,
now share U-Young Technology’s facility
and workspace, a sign that the Company
may have downsized
Company Claims Due Diligence Findings
Photos from GeoInvesting 2016 visit
2016 Sohn Conference Hong Kong
Due Diligence: Chongzheng Electronics
• Manufactures LED metal core
printed circuit boards
• Company’s claims 200 employees
• Company’s building is 6,000 square
meters in size
• They do indeed manufacture LED metal
core printed circuit boards
• Investigators were told the company
had 150 employees, a 25% workforce
difference
• Another company shares the facility
with Chongzheng Electronics
Company Claims Due Diligence Findings
Photos from GeoInvesting 2016 visit
2016 Sohn Conference Hong Kong
Due Diligence Summary
• All findings from our due diligence tell us that the company
has downsized nearly all of its LED segments, despite the
company somehow being able to grow revenue
• The company recently stated at an extraordinary meeting of
shareholders...
“Save for the Acquisition, the Company has not entered or has not proposed to
enter into any agreement, arrangement, understanding or undertaking, whether
formal or informal and whether express or implied, and negotiation (whether
concluded or not) with an intention to dispose of or downsize the existing
business of the Group, and/or acquire other companies/businesses.”
(Source: Notice of General Meeting, June 13 2015)
http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0614/LTN20150614007.pdf)
2016 Sohn Conference Hong Kong
Management’s Comments on LED
Business and Heavy Competition
• “Further, the managements expect that the selling prices of the LED lighting
products will keep on decreasing as most of the LED lighting manufacturers will
intend to capture more of their market share by reducing the selling prices.”
- (2015 annual report)
– Gross profit margin of the company’s LED business was approximately 13.0%
in 2015 compared to approximately 24.5% in 2014.
• According to the company, its impairment charges a result of “(i) selling prices of
the LED lighting products have been decreased as there was keen competition in
these particular LED lighting products and accessories sectors; (ii) the costs of
production were kept on rising such as the labour cost, utilities cost; and (iii) the
increased costs of production and operation cannot be shifted to the customers.”
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Gross Margin Comparison
*For companies that operate in more than one segment, we
specifically used margins from their LED segments
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Comparable Valuations
Tech Pro is egregiously overvalued on both EV/S and P/B
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LED Business Financials
• Even after
generously adjusting
for both impairment
items and
amortization, the
loss would be RMB
44.9 million
(~US$6.9M), as
compared to loss of
RMB 33.0 million
(~US$5.1M) in 2014.
• Company listed
reportable segment
results of a RMB
301.0 million
(~US$46.2M) loss for
the LED Lighting
business in 2015.
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Funding Operations with Equity While
Burning Cash
• Tech Pro’s free cash flow in 2015 was negative RMB 101 million, while receiving
cash inflows of RMB 148.6 million from equity financing
• The company’s share count ballooned from 4.9 billion to 6.5 billion in 4 years
• Based on recent cash flow trends, the only way it appears the company can
survive is through equity or debt financing and potential dilution of shareholders
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Q: What do we think management’s
answer is to supplement its low
margin, cash burning LED business?
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Second Tier French Football!
(fans wanted)
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Cash Burning Football Business
Tech Pro owns FCSM – Football Club Sochaux-Montbeliard
Currently playing in the second tier of French football, after being relegated
two seasons ago
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Cash Burning Football Business
• FCSM was acquired in July 2015 for €7M.
• Tech-Pro booked a €9M (RMB 62M) “gain on bargain purchase” on this deal.
• FCSM lost €3.4M and €13.2M in its 2013 & 2014 fiscal year ended June 30.
• Team was relegated from Ligue 1, the top tier of French football, to Ligue 2 after
the 2013-2014 season
• Finished this season ranked #15 in French Ligue 2, facing potential relegation
• We believe the company must make a substantial investment in the club in order
to bring it back to top tier football.
• It has been reported that the company is looking to invest up to €100M
– (Source: L’Equipe Magazine)
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FCSM Financials
*from 2015 Tech Pro Annual Report
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• Although the reportable segment results
from FCSM were a profit of RMB 22.7M
(~US$3.5M) for 2015, without the “Gain on
bargain purchase”, the results would have
been a loss of RMB 39.3M (~US$6.0M).
• The company has consolidated FCSM’s
financials since July 2015 after the
completion of its acquisition, meaning for
only a half a year in 2015, Tech Pro lost
RMB 39.3M in this segment.
• This makes us wonder: how bad would
these ½ year numbers look if extrapolated
out over the course of a full year?
FCSM Last Five Seasons Standing
Ligue 1
14th place
Ligue 1
15th place
Ligue 1
18th place
Ligue 2
10th place
Ligue 2
15th place
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Tech Pro’s Only Profitable Business: Real Estate
Tech-Pro’s share of Profit in 2015: RMB 17.2M (~US$2.6M)
Tech-Pro’s share of Net Assets in 2015: RMB 366.6M (~US$56.2M)
Image source: 2015 Annual Report
2016 Sohn Conference Hong Kong
Painting the Tape?
Chart and quoted text source:
Wall Street Journal,
Abheek Bhattacharya
“Lastly, there’s the puzzling rise
in Tech Pro’s share price toward
the end of trading sessions.
Over the past year through
March 9, Tech Pro’s stock
returned 43%. But if an investor
had bought shares an hour
before trading closed, sold them
at the end of Hong Kong’s
trading session, and then
reinvested the proceeds the
next day in the same manner,
the return would be a
remarkably high 791%.”
This appears to be an exercise in propping up the
price of 03823.HK in order to substantiate the
execution of equity raises on terms favorable to the
company.
2016 Sohn Conference Hong Kong
Tech Pro Reality Check
• Tech Pro’s LED business is deteriorating with poor margins
• We question the company’s financials showing revenue growth in its LED
business while our due diligence suggests otherwise
• FCSM requires heavy investment to maintain its current position to avoid
yet another relegation
• We believe Tech Pro will continue to require debt or equity financing to
fund operations
• Stock price movement and company valuation both seem completely
detached from the reality on the ground
2016 Sohn Conference Hong Kong
Our Recommendations
• Our on the ground due diligence differs materially from the
company’s stated financials
• We believe BDO, the company’s auditor, should carefully
consider our observations
• Based on irregularities in trading described by the Wall
Street Journal, we believe the SFC should commence an
investigation into the trading of this security
2016 Sohn Conference Hong Kong
Thank you
2016 Sohn Conference Hong Kong