Dongguan Thinking Technology Co., Ltd. (hereinafter referred to as "Thinking Technology") responded to the Shenzhen Stock Exchange's second-round inquiry on August 26. This connector manufacturer, with 97.01% of its equity jointly controlled by siblings Dong Kun and Dong Fen (both born in the 1980s and holding college degrees), operated under a nominee shareholding model since its predecessor's establishment in 2008. The nominal shareholders shifted from cousin Li Dafei to sister Dong Fen, while actual control remained firmly with Dong Kun throughout, with the arrangement lasting nearly a decade before being dissolved.

However, the nominee arrangement did not end there. In December 2022, Dong Kun signed another nominee agreement with close friend Ouyang Zhong, who transferred 0.50% of the company's shares but continued to hold them on Dong Kun's behalf, with the arrangement only being terminated in June 2023—just six months before the company's initial IPO filing. In June 2025, the Shenzhen Stock Exchange issued notices of criticism against Thinking Technology, its actual controllers, and the CFO, with violations spanning eight areas including fund occupation, supplier management, R&D expense accounting, and sales commission systems. The previous sponsor representatives were also disciplined for inadequate verification procedures.

Notably, Dong Fen had borrowed 10.99 million yuan from the company during the previous filing for personal property purchases. Dong Kun and his sister transferred equity to the employee stock platform at a price 2.4 times higher than the platform's capital increase price under the guise of equity incentives, collectively cashing out approximately 31.49 million yuan. On the financial front, the company's revenue consistently ranked at the bottom among comparable peers during the reporting period, yet its comprehensive gross margin remained above 47%—nearly double the industry average—which the company attributed to "strong bargaining power." Meanwhile, the sales expense ratio exceeded the industry average by 6 percentage points, with business entertainment expenses nearly doubling as a proportion over three years. The exchange has inquired whether third-party marketing personnel were involved.

Accounts receivable as a percentage of revenue continued to climb to 37%, while the net cash ratio remained persistently below 1. Even more puzzling is the capital arrangement: as of the end of 2025, the company held approximately 110 million yuan in broad cash with no interest-bearing debt, yet planned to raise 1.18 billion yuan—a 156% increase from the previous filing—with 250 million yuan earmarked for working capital supplementation.

Eight compliance breaches trigger full-chain regulatory accountability, from actual controllers to sponsor representatives

In December 2008, Thinking Technology's predecessor, Thinking Limited, was established with Li Dafei and Zhao Wenhua as registered shareholders, but both were merely acting as nominees for Dong Kun, who provided the capital. This "nominal shareholder + behind-the-scenes boss" arrangement operated continuously from 2008 to 2017, spanning nearly a decade before concluding. In August 2013, Li Dafei transferred his 80% stake to Dong Fen, of which 20% was a genuine transfer while the remaining 60% continued to be held on Dong Kun's behalf. At this point, the nominee relationship shifted from "Li Dafei-Dong Kun" to "Dong Fen-Dong Kun," with the nominal shareholder changing from cousin to biological sister, while actual control remained untouched. It was not until March 2017 that Dong Fen and Zhao Wenhua transferred their respective shares to Dong Kun, finally dissolving the nominee arrangement.

Yet this was not the end of the nominee story. In December 2022, Dong Kun signed another nominee agreement with close friend Ouyang Zhong, who acquired 0.50% of the company's shares but continued to hold them for Dong Kun until June 2023. Dong Kun, born in February 1981, began his career as a salesperson at Dongguan Chang'an Jiekou Qiaoxun Electronics Factory. He engaged in freelance work from April 2003 to March 2006, then served as General Manager of Dongguan Siwei Connector Co., Ltd. from April 2006 to December 2008. After the company's establishment in December 2008, he operated behind the scenes under the title of "salesperson." Dong Fen, born in February 1985, together with her brother, controls 97.01% of the company's shares. During the previous filing, Dong Fen borrowed 10.99 million yuan from the company for personal property purchases, accounting for 14.5% of the company's 2022 net profit of 75.8875 million yuan.

It is worth noting that on June 13, 2025, the Shenzhen Stock Exchange issued notices of criticism against Thinking Technology, Dong Kun, Dong Fen, and CFO Gu Yi. The violations spanned eight areas: fund occupation, supplier management, mixed employment practices, sales commission system design and accounting, R&D expense accounting, profit-sharing accounting treatment, intermediary fee accounting, and information disclosure. The previous IPO sponsor representatives, Xie Rui and Xiao Hui, also received notices of criticism from the exchange. The reasons included: failure to prudently verify internal controls over fund management, failure to urge complete disclosure of nominee shareholding arrangements and related-party receivable balances, insufficient attention to the accuracy of R&D expense accounting, and inadequate implementation of fund flow verification and customer/supplier site visit procedures.

In December 2021, Dong Kun and Dong Fen respectively transferred equity to the employee stock platform Sizhong Partnership at a price of approximately 47.96 yuan per registered capital. In contrast, the capital increase price for the employee stock platform Sixiang Partnership in the same year was only 20 yuan per registered capital. Under the same period and same purpose (equity incentives), the actual controllers' transfer price was 2.4 times the platform's capital increase price. Based on this calculation, Dong Kun and his sister realized approximately 31.49 million yuan through transferring equity to the employee stock platform and senior executives.

Holding 110 million yuan in wealth management products while fundraising target surges 156%

During the reporting period (2023-2025), Thinking Technology's revenue grew from 375 million yuan to 624 million yuan, with a compound annual growth rate of 28.99%; net profit increased from 93.8086 million yuan to 136 million yuan, with a CAGR of 20.36%. During the reporting period, the company's comprehensive gross margins were 48.80%, 46.51%, and 47.14% respectively. In contrast, the average gross margin of six comparable companies was only 22.99% and 23.86%, meaning Thinking Technology's gross margin was approximately double the industry average. In 2025, the company's main business gross margin exceeded the industry average by 25.66 percentage points. Even more puzzling, Thinking Technology's revenue scale consistently ranked at the bottom among comparable companies. The company explained that its products are primarily used in the automotive lighting sector, competing against foreign brands, and that it "possesses strong bargaining power."

During the reporting period, Thinking Technology's sales expense ratios were 7.33%, 6.61%, and 7.65%, compared to industry averages of only 2.85%, 2.68%, and 1.65%, with 2025 exceeding the industry by 6 percentage points. More concerning is the internal structure of sales expenses. Employee compensation as a proportion of sales expenses was 61.37%, 62.66%, and 57.37%; business entertainment expenses rose from 7.02% to 13.97%; and promotional expenses increased from 7.37% to 9.27%. The proportion of business entertainment expenses nearly doubled over three years. The Shenzhen Stock Exchange has already required the company to explain in its inquiry "whether the high sales expenses are related to the inclusion of third-party marketing personnel."

At the end of each reporting period, the company's accounts receivable book value grew from 133 million yuan to 231 million yuan, with the proportion of revenue rising from 35.39% to 37.02%. Bad debt provisions increased from 8.5352 million yuan to 13.7158 million yuan. Accounts receivable turnover rates were 2.79 times, 3.03 times, and 2.79 times respectively, all below the industry average. As of the end of 2025, the company held 39.1904 million yuan in cash, a 47.53% decrease from the beginning of the year; during the same period, trading financial assets stood at 71.2979 million yuan, all in bank wealth management products. Broad cash (cash plus wealth management) totaled approximately 110 million yuan, with no short-term borrowings. Against this backdrop, the company plans to raise 1.18 billion yuan in this IPO, with 250 million yuan for working capital supplementation, representing a 156.52% increase from the previous filing's 460 million yuan.