Tungray 同日集团｜美国IPO市场.公开招股书 20230310

Ryanben Capital 港澳IPO上市 2024-02-17

2023年3月10日，来自新加坡的TUNGRAY TECHNOLOGIES INC（以下简称“TUNGRAY”）在美国证监会(SEC)公开披露招股书，股票代码 TRSG，拟在美国纳斯达克IPO上市。公司计划发行250万股，另有15%超额配股权，每股发行价介乎4-6美元，最多募资1500万美元。

震坤行招股书链接：

https://www.sec.gov/Archives/edgar/data/1943444/000157587223000342/rc019_f1.htm#b_034

主要业务

TUNGRAY，作为一家ETO(订单设计)公司，为半导体、打印机、电子和家用电器行业的OEM设备制造商提供定制的工业制造解决方案。公司在新加坡拥有研发生产基地，同时在中国青岛、深圳拥有生产基地。于2021年度，来自新加坡和中国的收入分别占61.1%、38.9%。

TUNGRAY提供全面的 ETO 服务，以设计、构建和组装用于各种质量控制、产品制造和产品测试流程的工业制造解决方案。公司在电机控制、传感器技术、计算机视觉和整体产品设计方面拥有约 20 年的经验，能够满足客户给定规格的解决方案。新加坡子公司是核心活动的主要地点，包括解决方案原型的研究、开发和组装，中国子公司则为必要的组件生产提供制造支持或提供某些大批量解决方案制造采购。TUNGRAY还提供直线电机、精密直线电机模组、高频感应焊接设备等产品。

股东架构

招股书显示，TUNGRAY在上市前的股东架构中，A类股份每股可投1票，B类股份每股可投20票，其中：

姚万军先生 Wanjun Yao，通过Pegasus Technologies Holding Ltd.、Pegasus Automation Global Ltd.、Enolios Ltd. 合计持有3,660,000股A类股，拥有3.60%的投票权，通过Pegasus Automation Ltd.持有全部4,560,000股B类股，拥有89.73%的投票权，合计拥有约93.33%的投票权；

Jingan Tang先生，通过YuChang Global Ltd.、ChangYuan International Ltd.合计持有2,520,000股A类股，拥有2.48%的投票权；

Demin Han先生，通过UXY Technology Ltd.持有1,539,000股A类股，拥有1.51%的投票权；

Mingxing Gao先生，通过WG5 Group Ltd.持有999,000股A类股，拥有0.98%的投票权；

Gang Wang先生，通过HuiTec. Ltd.持有540,000股A类股，拥有0.53%的投票权。

公司架构

招股书显示，TUNGRAY的公司架构如下：

管理层

招股书显示，TUNGRAY的管理层如下：

姚万军 Mr. Wanjun Yao, Chairman and Chief Executive Officer. As our founder, Mr. Yao currently serves as the Chairman of our Board of Directors and Chief Executive Officer of our Company. Starting his career in Shandong Province, Eastern China, in the late 1980s, Mr. Yao rose through the ranks at various food processing businesses before moving to Singapore in 1997. After a short stint at a mechanical engineering job, Mr. Yao founded Tungray Singapore, providing automation solutions for manufacturing businesses. Starting as a one-person shop, Mr. Yao expanded his business into a conglomerate with subsidiaries in China and Singapore and businesses spanning across manufacturing solutions, welding, motor production, etc., including founding Tongri Electric, one of Mr. Yao’s first China-based businesses in 2002, Tungray Industrial in 2010, and Qingdao Tungray Intelligent in 2017, among others. Mr. Yao graduated with a bachelor’s degree in mechanics from Zhengzhou Institute of Food Sciences (now Henan University of Technology) in 1988 and finished EMBA programs in Peking University President Class in 2014.

We believe Mr. Yao qualifies as our Chairman and a director because of his status as the founder of our businesses and his experience in the manufacturing industry.

Mr. Jingan Tang, Director. Mr. Tang has served as the Vice Chair of the Board of Directors of Tungray Industrial since May 2010, and as its CEO since its formation in May 2010, and has served as CEO of Tongsheng Intelligent since its formation in October 2021 and as the CEO and director of Tongsheng Development since its formation in August 2022. In these roles, Mr. Tang played a major part in establishing our Shenzhen-based manufacturing base for our ETO-focused business and continues to supervise the various ETO-focused business lines of our Shenzhen-based subsidiaries. Mr. Tang started his career with one of our Singapore subsidiaries, first joining Tung Resource in August 2004. He graduated from Singapore Institute of Management in 2002 with a diploma in Business and Management.

We believe Mr. Tang qualifies as our director because of his knowledge of our businesses and his executive management experience.

Mr. Wee Thuang Lee, Chief Marketing Officer. Since July 2014, Mr. Lee has served as the Managing Partner of Orca Creation Pte Ltd., a mechanical solution and product industrialization provider in Singapore that he co-founded in September 2005. From September 2005 to July 2014, Mr. Lee served as its General Manager, managing its human resources and business operations. Before his roles at Orca Creation, Mr. Lee served as a Program Manager and later as a Business Unit Manager for Hongyi Precision Innovation Malaysia, a mechanical solution company from August 2004 to September 2005. Earlier in his career, from September 1992 to August 2004, Mr. Lee spent more than 12 years at Hewlett Packard Singapore, joining as a Mechanical Engineer for the company’s ink jet printer business, before rising through the rank as a Senior Engineer and eventually as a manager of the Engineering Department, supervising product launch, manufacturing strategy and product design. Mr. Lee graduated with a degree in Mechanical Engineering from the University of Edinburgh in 1992.

Mr. Lei Yao, Chief Technology Officer. Since July 2022, Mr. Yao has served as the Chief Technology Officer of Tungray Singapore, supervising our Singapore-based ETO businesses. Before assuming his current role at Tungray Singapore, Mr. Yao worked as a robotic engineer at Changi General Hospital Ltd., from September 2017 to July 2022. Before that, Mr. Yao worked as an executive engineer for SMRT Trains Ltd., a major Singapore rail operator affiliated with the Singapore Government from November 2015 to September 2017. Mr. Yao graduated from the National University of Singapore with a bachelor’s degree in mechanical engineering in 2015. He is also a Functional Safety Engineer since 2019 with a certification from TÜV SÜD Rail GmBH.

Mr. Alex Gong, Chief Financial Officer. Mr. Gong became our Chief Financial Officer as of February 1, 2023. Mr. Gong currently served as Weitian Group’s advisor from December 2020. Previously, he served as the CFO of Guoyi Capital Management Co., Ltd., a fintech company, from January 2018 to September 2020. Before that, he served as a Partner at Jessie International LLC, an investment and financial advisory firm, between March 2008 and December 2017, providing investment and financial advisory services. From December 2009 to December 2011, he served as CFO in China Energy Corp., which is a client of Jessie International Consulting (“Jessie International”). Earlier from July 2008 to December 2009, he was the Vice President in Capital Markets for China Integrated Energy, which was also a client of Jessie International. From May 2008 to December 2017, Mr. Gong served as Partner at Jessie International. From September 2007 to March 2008, he was the Board Secretary and Director of Investor Relations of Xinyuan Real Estate. Mr. Gong graduated from Peking University in 1997 with a Bachelor of Art degree in English Language, and an MBA from University of Delaware in 2003. He is a licensed Charter Financial Advisor.

公司业绩

招股书显示，在过去的2020财年、2021财年和2022财年上半年，TUNGRAY的收入分别为950.72万、1,746.81万和848.30万美元，相应的净利润分别为122.29万、410.84万和156.23万美元。

中介机构