Recently, Guangzhou Zhiteqi Biotechnology Co., Ltd. (hereinafter referred to as "Zhiteqi"), a feed additive enterprise that updated the prospectus to launch an impact on the CHINext board, intends to raise 427 million yuan. Among them, 175 million yuan will be used for the "construction project of the antibiotic-free technology industrialization base", 0.82 billion yuan will be invested in the "project with an annual output of 200 tons of arborate, 150 tons of decaloalal and 650 tons of ionone", 0.70 billion yuan will be invested in the "R&D center construction project", and 100 million yuan will be used to supplement the working capital.
In addition to the company's prospectus previously reported by this newspaper to disclose that the actual controller information of a new important customer during the reporting period and the information of the shareholders of the company registered by industry and commerce are "incompatible", the reporter of the Der Spiegel Financial Studio of the Public Securities News also noted that the registered address of the new important customer and the cancelled "associated" customer is similar, and there are also two issues such as the outrageous low price of the previous equity transfer of the two deregistered affiliated customers and the cancellation time being the same day.
Two important customers before logging off
He has transferred his shares at a low price
Among the important customers in the reporting period, Hefei Heisge Feed Co., Ltd. (hereinafter referred to as "Heisge") and Guangzhou Zhinong Biotechnology Co., Ltd. (hereinafter referred to as "Zhinong Biological") have attracted attention, and the above two customers have not only been continuously listed on the list of the top ten customers of Zhiteqi in the reporting period, but also have been related parties of Zhiteqi. Among them, Hessage is the eighth, fourth and eighth largest customer of Zhiteqi in 2018-2020, and Zhinong Bio is the ninth largest customer of Zhiteqi in 2018 and the eighth largest customer in 2019.
Moreover, the prospectus shows that the above two customers, during the reporting period, the purchase amount from Zhiteqi accounted for 100% of their total procurement, which means that all the business of the two companies mainly revolves around the distribution of Zhiteqi products.
The above two customers also have "sensitive" identities - related parties of Zhiteqi, of which Heisge is an enterprise in which Wang Lexia, the spouse of Wang Yindong, a former director of Zhiteqi, once held 50% of the shares and served as a supervisor, and Zhinong Bio is an enterprise in which Cheng Daobin, the nephew of Wu Shilin, the actual controller of the company, once served as a supervisor, and Cheng Daobin's spouse Gan Ting, who held 100% of the shares and served as an executive director and general manager.
In the prospectus, Zhiteqi called it a regulated related party transaction, and the company stopped selling to Heisge and Zhinong Bio in November 2020, after which the two companies deregistered the company in 2021.
It should be noted that before the cancellation of the above two enterprises, they had experienced the equity transfer process - in September 2017, Heisig's former shareholder Wang Lexia had left his job and transferred 50% of his capital contribution to Xia Yuegui; Gan Ting and Cheng Daobin also resigned from zhinong bio-related positions in 2016 and 2017, and the relevant equity of the company has also been continuously transferred, and the prospectus said that the current shareholders of the two companies have no relationship with Zhiteqi and its actual controllers, directors, supervisors and executives.
What is strange is the equity transfer price of the two enterprises, in 2017, Wang Lexia transferred the transfer price of 50% of his Heisge capital contribution to only 15,000 yuan, while the prospectus shows that the purchase price of Heisge to Zhiteqi in 2018-2020 was 6.6661 million yuan, 14.9676 million yuan and 10.3304 million yuan, respectively, it is difficult to imagine that the 50% equity transfer price of only 15,000 yuan of a company, after the transfer of the purchase amount soon exceeded the 10 million yuan mark.
The results of a series of equity transfers of Zhinong Bio are probably even more difficult to understand. In December 2016, Gan Ting resigned from zhinong biology and transferred 100% of the capital contribution held by zhinong biology to her mother Li Jianlan free of charge, and her spouse Cheng Daobin also resigned as a supervisor in September 2017. If the equity transfer is completed between immediate family members, the gratuitous transfer is logically understandable, and then in August 2020, Li Jianlan carried out another equity transfer of Zhinong Biology - she transferred all the equity transfer to Sun Yuping, and resigned from the relevant position, and Zhinong Biology completed the "cutting", and what people can't believe is that the equity transfer is still a gratuitous transfer.
According to the prospectus, from 2018 to 2019, the company achieved sales of 6.1822 million yuan and 10.6224 million yuan to Zhinong Biologics, accounting for 2.56% and 3.09% of the main business of Zhiteqi in that year. In 2020, although Zhinong Bio did not appear on the list of the top ten customers of Zhiteqi, the sales amount achieved by the company to it was still close to 8 million yuan, and the business logic of such an enterprise was indeed thought-provoking.
Logically, after the equity transfer, from the perspective of the equity structure, whether it is Hesiger's two shareholders Wang Lidai and Xia Yuegui, or Sun Yuping, the new shareholder of Zhinong Biotech, there is no longer a related relationship between Zhiteqi and Zhiteqi, but after Zhiteqi cleaned up the transaction with it on the grounds of regulating related party transactions, the prospectus disclosed that the above two companies applied for cancellation in May 2021.
When the reporter inquired about the industrial and commercial registration information through the enterprise investigation, he also found that the cancellation date of the two enterprises was surprisingly coincidentally selected on the same day - May 18, 2021 (see Figure 1). Judging from the registered addresses of the above two enterprises, heisig's registered place is Room 2403, Building B-1, No. 50 Nongke South Road, Luyang District, Hefei City, Anhui Province. The registered place of Zhinong Bio is Room 1317, No. 85 Kefeng Road , Guangzhou High-tech Industrial Development Zone ( Self-compiled C2 Building ) ( see Figure 2 ) , and the two enterprises are separated by "thousands of mountains and rivers", which is a wonderful "fate" that is amazing.
Figure 1: Screenshot of Heisig and Zhinong Bio cancellation of the enterprise check on the same day
Figure 2: Screenshot of Zhinong Bio's registered address enterprise check
New customers with
Deregistration customer registered address "near"
Why the two companies that are thousands of kilometers apart choose to deregister the enterprise on the same day, the time is so "overlapping", so that the relationship between the two customers who have been cut off with Zhiteqi through equity transfer seems confusing, and a series of questions surrounding the previous equity transfer process of the two companies are also lingering.
Wang Lexia left Heisig in September 2017 and transferred 50% of her capital contribution to Heisig to Xia Yuegui at a price of 1 yuan per registered capital, with a total transfer price of only 15,000 yuan, which matches Heissian's operating and profit data at that time? Is it in line with commercial logic that Li Jianlan transferred his shares to Sun Yuping, who has no relatives or no affiliations, and resigned from relevant positions in August 2020? Is there a "nominee holding behavior" or an undisclosed "drawer agreement" behind the equity transfer? The two enterprises of Heisge and Zhinong Biologics, one located in Anhui and the other in Guangdong, are both deregistered on May 18, 2021, behind the amazing coincidence of time overlap, is the deregistration of the enterprise a unified control behavior? Are the above two enterprises related to each other before they are deregistered?
As much as Hessig and Zhinong Biotech, there is also a new customer of Zhiteqi in 2020 - Anhui Longmu Feed Technology Co., Ltd. (hereinafter referred to as "Anhui Longmu"). Like Heisge and Zhinong Biotech, the sales amount of Zhiteqi to it accounted for 100% of its purchase amount in the current year.
Moreover, in the year of the establishment of Anhui Longmu, it was listed on the list of the top ten customers of Zhiteqi in one fell swoop, and the purchase amount from Zhiteqi exceeded 8 million yuan in that year. A newly established company is so "familiar" in the distribution of Zhiteqi products, it is inevitable that people will be curious about its background and identity.
Interestingly, the enterprise investigation shows that the registered address of Anhui Longmu is Room 105, Building 15, No. 40 Nongke South Road, Luyang District, Hefei City, Anhui Province, while the registered address of Heisig, a major customer of Zhiteqi' former related party, is Room 2403, Building B-1, No. 50 Nongke South Road, Luyang District, Hefei City, Anhui Province (see Figure 3).
Figure 3: Screenshot of Heisser's registered address
Comparing the registered addresses of the two enterprises, it will be found that the registered places of the two enterprises are on the same road - Nongke South Road, Luyang District, Hefei City, Anhui Province, while opening the Baidu map shows that the two enterprises are close to the registered places - the registered addresses of the two enterprises are in the dormitory area of the Anhui Academy of Agricultural Sciences (see Figure 4).
Figure 4: Screenshot puzzle of The Baidu map of Heisge and Anhui Longmu address
Anhui Longmu, which was on the tenth largest customer list of Zhiteqi in the year of its establishment, has such a strong business ability, and the actual controller of the company has not appeared on the list of shareholders registered in industry and commerce, and after the equity transfer of Heisge, it is still difficult to escape the liquidation of related party transactions and even the cancellation of the enterprise, superimposed that the registered addresses of these two important customers who have been on the list of Zhiteqi are so close, which inevitably makes people wonder whether there is an undisclosed relationship between Anhui Longmu and Heisge, and Anhui Longmu Yicheng immediately shines on the list of major customers. Does it undertake part of Heisge's business?
In response to the above many doubtful situations, the reporter of the Der Spiegel Financial Studio of the Public Securities News also called and sent a letter to Zhiteqi, and the company's phone could not be connected, and as of press time, it had not received a reply from the company. Reporter Yin Jue