Anyou Biotechnology Group Co., Ltd. (hereinafter referred to as "Anyou Bio"), which is seeking to be listed on the main board again, submitted its IPO prospectus in June 2023, and the Shenzhen Stock Exchange has recently suspended its listing review due to the expiration date of financial information and the need to submit supplementary submissions.
In this IPO, Anyou Bio, which takes pig feed as its main product, plans to raise 1.104 billion yuan, and plans to invest in 9 feed projects such as Yuxi Anyou with an annual output of 200,000 tons of feed project, digital intelligent platform technology transformation project and supplementary working capital.
The reporter of the Spiegel Financial Studio of the Public Securities Journal noticed that after Zhang Xiaona, the financial director of Anyou Biotech, resigned, the company he joined immediately became the company's customer. At the same time, Anyou Biotech also provided a financial guarantee of 3 million yuan for Zhang Xiaona after resignation, and Zhang Xiaona is currently a dishonest person subject to execution and a high limit.
Before his departure, the chief financial officer had become a shareholder of the pig company
According to the prospectus, Zhang Xiaona is the former financial director of Anyou Biotech, who stepped down from the company on February 26, 2019.
However, from November 12, 2019 to May 12, 2020, Anyou Biotech provided a guarantee of 3 million yuan to Zhang Xiaona, the former chief financial officer (see Figure 1).
Figure 1: Screenshot of the prospectus for Zhang Xiaona's guarantee
Regarding this "unusual" guarantee, Anyou Bio explained: "The reason why the company provided a guarantee for Zhang Xiaona is that Zhang Xiaona joined the company's customer Henan Yujia Agricultural Development Co., Ltd. after leaving the company, and the loan guaranteed by the company is used for the sales proceeds of the customer Henan Yujia Agricultural Development Co., Ltd., which is reasonable, and the guarantee has been released due in May 2020, and there is no damage to the company's interests." ”
According to the industrial and commercial information queried by the enterprise, Henan Yujia Agricultural Development Co., Ltd. was established on March 26, 2019, and after its establishment, Zhang Xiaona directly held 19% of the company's equity (see Figure 2) and served as a director. Zhang Xiaona also indirectly holds a 5.1% stake in Henan Yujia Agricultural Development Co., Ltd. through the controlling shareholder of the company.
Figure 2: Henan Yujia Agricultural Development Co., Ltd. enterprise check information
It can be seen that only one month after Zhang Xiaona stepped down as the chief financial officer of Anyou Biology, Henan Yujia Agricultural Development Co., Ltd. was established and became a customer of the company that year, and the company also guaranteed personal funds for Zhang Xiaona in order to help her recover the money.
According to the prospectus, in 2020, Anyou Bio's affiliated sales to Henan Yujia Agricultural Development Co., Ltd. and its subsidiaries will be 1.1858 million yuan.
As for Tanghe County Yujia Agricultural Development Co., Ltd., the controlling shareholder of Henan Yujia Agricultural Development Co., Ltd., according to the industrial and commercial information queried by the enterprise, Tanghe County Yujia Agricultural Development Co., Ltd. was established on December 8, 1998, and its business scope is pig breeding, wholesale and snacks. Zhang Xiaona holds 10% of the shares, and the registration information shows that her first shareholding was on December 17, 2018 (see Figure 3). The company holds a 51% stake in Henan Yujia Agricultural Development Co., Ltd.
Figure 3: Screenshot of Zhang Xiaona's shareholding time in Tanghe County Yujia Agricultural Development Co., Ltd
It is worth mentioning that judging from the time when Zhang Xiaona left Anyou Biotech, when she became a shareholder of Tanghe County Yujia Agricultural Development Co., Ltd., she was still serving as the financial director of Anyou Biotech.
What's more noteworthy is that among the accounts receivable of Anyou Biotech as of December 31, 2022, there is an external guarantee compensation of 3.5219 million yuan to Tanghe County Yujia Agricultural Development Co., Ltd., accounting for 4.55% of the company's other receivables in the current period, of which there is also a bad debt provision of 1.7 million yuan (see Figure 4).
Figure 4: Screenshot of the prospectus of other receivables
Moreover, Tanghe County Yujia Agricultural Development Co., Ltd., Henan Yujia Agricultural Development Co., Ltd. and Zhang Xiaona are currently dishonest judgment debtors, and Zhang Xiaona is still restricted from high-consumption groups.
The industrial and commercial information queried through the enterprise investigation also shows that Anyou (Fujian) Feed Technology Co., Ltd. (formerly a holding subsidiary of Anyou Group), where Zhang Xiaona served as a director, was cancelled on June 27, 2019; Tianjin Heyou Ruian Agricultural Development Co., Ltd. (which was a wholly-owned subsidiary of Jiangsu Heyou Food Technology Group Co., Ltd., the company's former wholly-owned subsidiary), of which he served as a supervisor, was cancelled on January 19, 2017; Anhui Anyou Biotechnology Co., Ltd. (a wholly-owned subsidiary of the Company) and Jiangxi Anyou Biotechnology Co., Ltd. (a wholly-owned subsidiary of the Company) of which he is a director, and Shanghai Zhuan Asset Management Co., Ltd. (a wholly-owned subsidiary of the Company), of which he is the general manager, were cancelled on February 21, 2019, December 17, 2018 and January 29, 2019, respectively.
In addition, judging from the restoration of the company's shareholding disclosed in the prospectus and the shareholders of the company's shareholder Jingning Xingsheng, Zhang Xiaona, who has long since resigned from the company, still holds 1.6853% of the shares on the platform of Jingning Xingsheng.
In addition, in January 2023, some indirect natural person shareholders of the company, Yu Junping, Gao Shufu and Zhu Jianjun, transferred their shares due to personal capital needs, and respectively signed the "Share Transfer Agreement" with the transferee Zhang Xiaogang and the transfer platform Jingning Bona and the transferee platform Jingning Xingsheng, transferring all or part of the shares of the company indirectly held by Jingning Bona to Zhang Xiaogang, and Zhang Xiaogang indirectly holds this part of the shares by acquiring in Jingning Xingsheng, and Zhang Xiaogang currently holds 13.84% of the shares in Jingning Xingsheng.
According to the company's prospectus, Zhang Xiaogang, who "raided the shares", is an industry insider engaged in the feed industry, and is optimistic about the development prospects of Anyou Biology, and the shareholding is to obtain equity investment income. However, the industrial and commercial information queried by the enterprise shows that Zhang Xiaogang does not show any shareholding in other enterprises except for his shareholding in Jingning Xingsheng.
First of all, one month after the resignation of the financial director Zhang Xiaona, he participated in the establishment of Henan Yujia Agricultural Development Co., Ltd., which became the company's customer that year, and the company also guaranteed 3 million yuan to Zhang Xiaona personally in order to help the customer sell the money. However, Zhang Xiaona is not the largest shareholder of Henan Yujia Agricultural Development Co., Ltd., but the company provides Zhang Xiaona with a loan guarantee on the grounds of recovering the customer's payment, is it in line with commercial practice?
Secondly, what is the proportion of the sales amount from the company's products to the revenue of Henan Yujia Agricultural Development Co., Ltd., and is it an enterprise specially established for the company's product sales?
Thirdly, before Zhang Xiaona resigned from the company, she was a shareholder of Tanghe Yujia Agricultural Development Co., Ltd., did the company know and allow it, and how was the company's relevant internal control system implemented?
Fourth, the company claimed that the 3 million yuan guaranteed loan to Zhang Xiaona had been recovered, and there was no damage to the company's interests, but at the end of December 2022, there was still an external guarantee of 3.5219 million yuan to Tanghe County Yujia Agricultural Development Co., Ltd., the largest shareholder of Henan Yujia Agricultural Development Co., Ltd., and its bad debt provision was as high as 1.7 million yuan, and Zhang Xiaona was a 10% shareholder of Tanghe County Yujia Agricultural Development Co., Ltd. Whether the company's claim that the guarantee for Zhang Xiaona did not harm the company's interests is trueWhen did the company guarantee Tanghe Yujia Agricultural Development Co., Ltd., and when did it make guarantee compensation?
Finally, did Zhang Xiaona and Henan Yujia Agricultural Development Co., Ltd. and Tanghe County Yujia Agricultural Development Co., Ltd., which she bought shares in before and after her resignation, have an undisclosed relationship with Anyou Biotech or the actual controller? Is there a special relationship between Zhang Xiaogang and Zhang Xiaona, who suddenly bought shares in the company? Before and after Zhang Xiaona's resignation, many of the relevant wholly-owned and holding subsidiaries of the company in which she was a director or supervisor were cancelled one after another?
The left hand frequently dividends, and the right hand intends to raise funds to replenish the flow
According to the prospectus, as of the first half of 2023, the balance of short-term loans of Anyou Bio is 1.068 billion yuan, and the balance of long-term loans due within one year is 139 million yuan, accounting for 81.21% of the balance of loans of all financial institutions of the company. Short-term debt repayment pressure is greater.
From the perspective of solvency indicators, from 2020 to 2022 and the first half of 2023, the current ratios of Anyou Biotech are 1.14 times, 1.05 times, 1.17 times, and 1.03 times, respectively, and the average of comparable companies in the same industry are 1.38 times, 1.42 times, 1.95 times, and 3.17 times, respectively, and the company's current ratio is lower than the average of comparable companies in the same industry. In terms of quick ratio, the company's quick ratios during the reporting period were 0.78 times, 0.63 times, 0.71 times and 0.7 times, respectively, and the average values of comparable companies in the same industry were 0.83 times, 0.85 times, 1.27 times and 2.44 times, respectively, and the company was also lower than the industry average.
The above situation did not affect the frequent and high dividends of Anyou Biotech during the reporting period. According to the prospectus, from 2020 to 2022, Anyou Biotech has paid dividends 5 times, with a cumulative dividend amount of up to 1.113 billion yuan. Among them, from November 2020 to March 2021, the company paid three intensive dividends in four months.
In November 2020, the second meeting of the third board of directors of the company and the fourth extraordinary general meeting of shareholders in 2020 were deliberated and approved, with a dividend amount of 310 million yuan.
In January 2021, the third meeting of the third board of directors of the company and the first extraordinary general meeting of shareholders in 2021 were deliberated and approved, with a dividend amount of 270 million yuan.
In March 2021, the fourth meeting of the third board of directors of the company and the second extraordinary general meeting of shareholders in 2021 were deliberated and approved, with a dividend amount of 200 million yuan.
In May 2022, the 10th meeting of the third board of directors of the company and the 2021 annual general meeting of shareholders deliberated and approved, with a dividend amount of 153 million yuan.
In May 2023, the 14th meeting of the third board of directors of the company and the 2022 annual general meeting of shareholders deliberated and approved, with a dividend amount of 180 million yuan.
It should be pointed out that the IPO Anyou Bio plans to use 1.104 billion yuan to raise funds, of which 200 million yuan will be used to supplement liquidity.
In addition, the prospectus shows that from 2020 to 2022 and the first half of 2023, the net profit of Anyou Biotechnology will be 1.324 billion yuan, and the investment income generated by the divestment and disposal of Jiangsu Heyou will be 1.209 billion yuan after 115 million yuan, and the cumulative dividend amount of 1.113 billion yuan in the reporting period is close to the total net profit of the company from 2020 to the first half of 2023.
Therefore, a series of questions need to be solved by Anyou Bio: in the case of the company's short-term debt pressure and debt repayment ability is lower than that of its peers, why do you pay a large amount of dividends, and the cumulative dividend amount is close to the total profit of the same period?
Regarding Anyou Bio's questions about the fund guarantee for the former chief financial officer and the fundraising replenishment after the generous dividend, the reporter of the Spiegel Finance Studio of the Public Securities Journal sent a letter to Anyou Biotech by email, but did not receive a reply from the company as of press time. Reporter Wang Jun