Recently, Zhejiang Top Yunnong Technology Co., Ltd. (hereinafter referred to as "Top Yunnong", SZ: 301556) opened its subscription and will be listed on the Growth Enterprise Market of the Shenzhen Stock Exchange. In this listing, the issue price of Top Yunnong is 14.5 yuan per share, the number of shares issued is 21.32 million shares, and the total amount of funds raised is expected to be about 310 million yuan, and the net amount of funds raised is about 230 million yuan.
According to Bedo Finance, Top Yunnong submitted a prospectus in June 2022 and is preparing to be listed on the GEM. In this sprint listing, Top Yunnong plans to raise 286 million yuan, which will be used for the upgrade and construction project of the smart agriculture platform, the project of the intelligent equipment manufacturing base of smart agriculture, and the upgrade and construction project of the R&D center.
According to the prospectus, Top Yunnong mainly adopts the comprehensive service form of layout of intelligent hardware equipment, construction of agricultural Internet of Things projects, and construction of information software platform projects, and provides data collection, analysis and decision-making, precise execution, and scientific management services for relevant government departments, enterprises and institutions, and scientific research institutions in the agricultural field.
Tianyancha App information shows that Top Yunnong was established in April 2008 and is located in Hangzhou, Zhejiang Province, formerly known as Zhejiang Top Instrument Co., Ltd. At present, the registered capital of the company is 63.96 million yuan, the legal representative is Chen Yuyang, and the shareholders include Top Holdings, Chen Yuyang, Chen Liting, etc.
Before this listing, the actual controllers of Top Yunnong were Chen Yuyang and Chen Liting. Among them, Chen Yuyang directly holds 6.75% of the company's shares, Chen Liting directly holds 7.50% of the shares, and Chen Yuyang and Chen Liting hold a total of 14.25% of the shares. At the same time, it indirectly holds 72.05% of the shares through Top Holdings and various shareholding platforms, and directly and indirectly controls 86.30% of the company's shares in total.
According to the prospectus, Top Holdings holds 63.88% of the shares, Kepu Investment holds 4.69% of the shares, Changxing Yunrui holds 3.47% of the shares, Lakeside Xiaoyuan holds 2.93% of the shares, Zhu Xuhua holds 2.67% of the shares, Youchuang Tianchen holds 2.13% of the shares, Wenchen Youchuang holds 1.91% of the shares, Chen Xi holds 0.94% of the shares, and Jinyu Venture Capital holds 0.69% of the shares.
Among them, Chen Yuyang is the chairman and general manager of Top Yunnong, Chen Liting is the director and sales director of the company, Zhu Xuhua is the head of the research institute, and Chen Xi is the director and sales manager. In particular, Zhu Xuhua is also one of the founders of Top Yunnong and participated in the establishment of Top Yunnong Co., Ltd. (the predecessor of Top Yunnong) in 2008.
Beduo Finance learned that when Top Co., Ltd. was established, Chen Yuyang, Chen Liting, and Zhu Xuhua actually held the equity on behalf of their respective fathers (Chen Weijun, Chen Jianmin and Zhu Yanxin) as nominal shareholders. Among them, Chen Jianmin is the father of Chen Liting, Chen Weijun is the father of Chen Yuyang, and Zhu Yanxin is the father of Zhu Xuhua.
Until 2011, TOP Limited restored the above-mentioned equity holdings. Among them, Chen Jianmin transferred 40% of the equity of TOP Limited held by him to Chen Liting, Chen Weijun transferred 36% of the equity of TOP Limited to Chen Yuyang, and Zhu Yanxin transferred 19% of the equity of TOP Limited held by him to Zhu Xuhua.
Secondly, based on Chen Xi's role as a key salesperson of TOP Co., Ltd., all shareholders agreed to transfer a total of 5% of the equity of TOP Co., Ltd. to Chen Xi as an incentive according to the proportion of shareholding. Among them, Chen Jianmin transferred 4% of the equity held in his name to Chen Xi according to Chen Liting's instructions, and Zhu Yanxin transferred 1% of the equity held in his name to Chen Xi according to Zhu Xuhua's instructions.
It is worth mentioning that the Shenzhen Stock Exchange has focused on the controlling shareholder and actual controller of Top Yunnong in the first round of inquiry letters. According to the prospectus, the controlling shareholder of the company is Top Holdings, and Chen Liting, Chen Yuyang, Zhu Xuhua and Chen Xi hold 36%, 35%, 19% and 10% of the shares of Top Holdings respectively.
At the same time, Zhu Xuhua is one of the three founders of Top Yunnong, and is currently the head of the company's research institute, and has served as a director and senior executive of the company for a long time; Chen Xi is the younger brother of Chen Liting, the actual controller, and serves as a director of the company and is responsible for sales. However, Top Yunnong did not identify Zhu Xuhua and Chen Xi as joint controllers, nor did it identify Zhu Xuhua as core technical personnel.
In addition, during the reporting period, because Zhu Xuhua's spouse was arrested on suspicion of fraud involving P2P illegal loans, Zhu Xuhua commuted his sentence by hiring a lawyer and making restitution, resulting in a large amount of urgent capital needs, so Zhu Xuhua had a large amount of capital transactions with the controlling shareholder and actual controller of Top Yunnong.
In this regard, the Shenzhen Stock Exchange asked Top Yunnong to explain the relevant situation. Top Yunnong replied that in September 2019, Zhu Xuhua had a large need for funds due to his personal family emergencies. Considering that the book funds of Top Holdings are relatively sufficient, Chen Liting's financial strength is relatively rich and she has a deep relationship with Zhu Xuhua, she sought loans from Top Holdings and Chen Liting.
Specifically, Zhu Xuhua's borrowings from Top Holdings were mainly short-term capital turnover, and the borrowings occurred from September 2019 to November 2019, with a total loan amount of 6 million yuan. From November 2019 to December 2019, Zhu Xuhua has fully repaid the loan from Top Holdings.
The reason why he was able to repay the loan to Top Holdings in full was that Zhu Xuhua borrowed it from Chen Liting. From September 2019 to December 2020, Zhu Xuhua borrowed a total of 20.5 million yuan from Chen Liting. During the same period, Zhu Xuhua also obtained money by obtaining dividends from Top Yunnong, transferring shares of Top Yunnong, and repaying the loan of 11.4 million yuan.
As of December 2020, Zhu Xuhua still owed Chen Liting 9.1 million yuan. In April 2022, Zhu Xuhua returned Chen Liting's loan of 6.5 million yuan. So far, Zhu Xuhua still owes Chen Liting 2.6 million yuan. In April 2022, Zhu Xuhua borrowed an additional 6.5 million yuan from Chen Liting again, which is the same amount as the previous return.
In the reply to the first round of inquiry letters, Top Yunnong said that as of the date of the reply report, Zhu Xuhua still owed Chen Liting 9.1 million yuan, of which 2.6 million yuan was generated between September 2019 and December 2020; The remaining $6.5 million was used for follow-up expenses for his personal family matters.
In addition, according to Top Yunnong, in September 2019, Zhu Xuhua's life focus gradually shifted to his personal family due to personal family emergencies. Due to personal energy constraints, Zhu Xuhua could not continue to take care of the company's directors and senior executives, so Zhu Xuhua applied for resignation as a director and senior executive of the company in December 2020.
It is not difficult to see that there are still potential risks in Top Yunnong, especially the P2P fraud case of the spouse of the company's founder Zhu Xuhua.