"Jinzheng Research" Northern Capital Center Shen Shu / Author Mu Lingyingwei / Risk Control
In recent years, the promulgation of a series of policies, plans, standards and other documents has allowed the pesticide industry to go from "control of non-point source pollution such as pesticides, fertilizers and agricultural film" to "zero growth in pesticide use", and then to "green agriculture" The change.In this regard, Nongxin Technology also pointed out in its prospectus that pesticide products are gradually developing in the direction of high efficiency, green, low toxicity and low residue.
On the one hand, the development direction of the industry is adjusted; on the other hand, the problems of Nongshim Technology are also worthy of attention.First of all, the actual controller of Nongshim Technology and the actual controller of major customers used to work in the same company at the same time, and held shares in another company at the same time. Behind the sales of Nongshim Technology exceeding 60 million yuan, there may be an “acquaintance network”. .Second, Duan Yousheng, the independent director of Nongshim Technology, also served as the independent director of 2 "peer" companies.In addition, the list of suppliers and customers of Nongshim Technology "overlaps" with one of the companies in which the independent director also serves, and there is a situation in which patents are granted to each other for use by the other party.In addition, the prospectus of Nongshim Technology not only did not fully disclose the companies controlled by Duan Yousheng, an independent director, but also disclosed that the paid-in capital contribution of all shareholders of Nongshim Technology’s holding subsidiaries was completed earlier than the “official announcement”.There are hidden concerns about the quality of Nongxin Technology's information disclosure.
1. The actual controller and the client’s actual controller used to work for the same company, and the total transaction between the two parties exceeded 60 million yuan
In fact, Zheng Jingmin, the actual controller of Nongshim Technology, and the actual controller of a major customer of Nongshim Technology have worked in the same company for many years.
According to the "Application Draft of the Prospectus for Initial Public Offering" (hereinafter referred to as the "Prospectus") signed by Nongshim Technology on November 22, 2021, in 2018-2020 and January-June 2021,GuangxiHongrixinEcological AgricultureCo., Ltd. (hereinafter referred to as "Hongrixin Ecology") are the largest, first, first and third largest customers of Nongshim Technology respectively. The sales amount of Nongshim Technology to Hongrixin Ecology is 16.652 million respectively. RMB 22,811,000, RMB 15,506,200, and RMB 8,633,800, accounting for 4.1%, 4.86%, 3.23%, and 2.6% of the current operating income of Nongshim Technology, respectively.
That is to say, during the reporting period, the total sales amount of Nongshim Technology to Hongrixin Ecology was RMB 63.603 million.
It is worth noting that from November 22, 2013 to May 3, 2018, the actual controller of Nongxin Technology and the actual controller of Red Rixin Ecology worked in the same company.
According to data from the Market Supervision and Administration Bureau, Hongri New Ecology was established on October 22, 1997. Its business scope includes intelligent agricultural management, crop pest control services, and wholesale and retail of pesticides.As of May 24, 2022, the date of inquiry, Huang Xi served as the executive director and manager of Red Sun New Ecology.
According to the data of the Market Supervision and Administration Bureau, as of May 24, 2022, and September 21, 2018, the date of inquiry, the first investor filing change of Red Rixin Ecosystem occurred. shareholder.On January 24, 2022, Red Rixin Ecology changed its investor record again. Before and after the change, Huang Xi was a shareholder of 82.5% of the shares of Red Rixin Ecology.Since then, there has been no change in investor filing in Red Rixin Ecology.In addition, there is only one record of senior management personnel (directors, supervisors, managers, etc.) in Red Sun New Ecology, which occurred on December 25, 2020. Before and after the change, Huang Xi served as the senior management personnel of Red Sun New Ecology.
According to the data of the Market Supervision and Administration Bureau, Beijing Zhongding Technology Incubator Co., Ltd. (hereinafter referred to as "Zhongding Technology") was established on November 22, 2013, and its business scope includes technology development, technical training, and sales of pesticides.As of May 24, 2022, the date of inquiry, "Huang Xi" is the chairman of the board of supervisors and one of the shareholders of Zhongding Technology.At the same time, Zhongding Technology has undergone 2 filing changes of directors (directors), managers, and supervisors, and there is no shareholder change record.
Specifically, on May 4, 2018, Zhongding Technology changed the record of directors (directors), managers, and supervisors. Before and after the change, "Huang Xi" worked in Zhongding Technology.On October 25, 2021, Zhongding Technology had another record change of directors (directors), managers, and supervisors. Before and after the change, "Huang Xi" also served in Zhongding Technology.
According to public information, as of May 24, 2022, the date of inquiry, Huang Xi, who holds 82.5% of the shares of Red Rixin Ecology, serves as the chairman of the board of supervisors of Zhongding Technology.
In a word, Huang Xi, the actual controller of Red Sun New Ecology, and "Huang Xi", chairman of the board of supervisors of Zhongding Technology, may be the same person.
It should be pointed out that Zheng Jingmin, the actual controller of Nongxin Technology, once worked in Zhongding Technology.
According to the prospectus, as of November 22, 2021, the date when the prospectus was signed, Zheng Jingmin had a total of 59.39% of the voting rights of Nongshim Technology.From the establishment date of Nongshim Technology on June 7, 2006 to the signing date of the prospectus on November 22, 2021, Zheng Jingmin served as the chairman (executive director) and general manager (manager) of Nongshim Technology. shareholders and actual controllers.From November 2013 to December 2018, Zheng Jingmin served as the chairman of the board of supervisors of Zhongding Technology.
According to the prospectus, on May 4, 2018, Zheng Jingmin resigned as chairman of the board of supervisors of Zhongding Technology.In December 2018, Zheng Jingmin transferred his 12.25% stake in Zhongding Technology.
According to the data and public information of the Market Supervision Administration, on May 4, 2018, Zhongding Technology had a change of directors (directors), managers, and supervisors. Before the change, Huang Xi served as the director of Zhongding Technology, and Zheng Jingmin served as the director of Zhongding Technology. Chairman of the board of supervisors; after the change, Huang Xi served as the chairman of the board of supervisors of Zhongding Technology, and Zheng Jingmin no longer served in Zhongding Technology.
That is to say, from November 22, 2013 to May 3, 2018, Huang Xi and Zheng Jingmin served as directors and chairman of the supervisory committee in Zhongding Technology respectively.From May 4, 2018 to December 2018, Huang Xi served as the chairman of the board of supervisors of Zhongding Technology, and Zheng Jingmin held 12.25% of the shares of Zhongding Technology.
The relationship between Zheng Jingmin and Huang Xi is more than that. The two may hold shares in another company at the same time.
According to the prospectus, Zheng Jingmin, the actual controller of Nongshim Technology, was a limited partner of Beijing Zhongke Yuanhe Biotechnology Research Institute (Limited Partnership) (hereinafter referred to as "Zhongke Yuanhe"), and had withdrawn from the partnership in June 2018.
According to data from the Market Supervision and Administration Bureau, Zhongke Yuanhe was established on July 9, 2012. Its business scope includes sales of chemical fertilizers and pesticides, commissioned processing of microbial fertilizers, flushing fertilizers, and organic fertilizers.
According to data from the Market Supervision Administration, as of May 24, 2022, the date of inquiry, the first filing change of Zhongke Yuan and its investors occurred on June 26, 2018. Before the change, Zheng Jingmin and "Huang Xi" were both Zhongke Yuan and Huang Xi. Yuanhe's shareholder, after the change, "Huang Xi" is the shareholder of Zhongke Yuanhe.Since then, on December 28, 2021, Zhongke Yuanhe changed its investor record again. Before the change, "Huang Xi" was one of the shareholders of Zhongke Yuanhe. After the change, "Huang Xi" no longer held shares in Zhongke Yuanhe. .
According to public information, as of May 24, 2022, the date of inquiry, Huang Xi, a shareholder of Hongrixin Ecology and chairman of the board of supervisors of Zhongding Technology, was a shareholder of Zhongke Yuanhe.Superimposed Nongshim Technology, Zhongke Yuan and Zheng Jingmin of Zhongding Technology are all the same person.This may mean that Huang Xi of Hongri New Ecology, Zhongding Technology and Zhongke Yuanhe are all the same person.
Furthermore, from July 9, 2012 to June 25, 2018, Zheng Jingmin and Huang Xi both held shares in Zhongke Yuanhe.Moreover, from November 22, 2013 to May 3, 2018, Zheng Jingmin and Huang Xi both worked in Zhongding Technology.That is, Zheng Jingmin, the actual controller of Nongshim Technology, and Huang Xi, the actual controller of Red Rixin Ecology, served as supervisors and directors of Zhongding Technology respectively during the same period, and held shares in Zhongke Yuanhe during the same period.
That is to say, the Red Rixin Ecology, which has purchased over 60 million yuan from Nongshim Technology, is actually the controller Huang Xi and the actual controller of Nongshim Technology, Zheng Jingmin. Zhongke Yuanhe holds shares.Nongshim Technology's sales of over 60 million yuan may be behind the "acquaintance network".
The problem continues, and Nongshim's independent director also serves as an independent director at a competitor.
2. Duan Yousheng, an independent director, concurrently serves as an independent director of a "peer" company, or it may be difficult to perform his duties diligently
It is worth noting that Duan Yousheng, an independent director of Nongshim Technology, works part-time outside the company, and the business of Nongshim Technology may have similarities.
According to the prospectus, Nongshim Technology selected five companies engaged in the research and development, production and The comparable companies in the same industry sold are Shenzhen Nuopusin Agrochemical Co., Ltd., Shaanxi Meibang Pharmaceutical Group Co., Ltd. (hereinafter referred to as "Meibang Shares"), and Limin Holding Group Co., Ltd. (hereinafter referred to as "Limin Shares") , Jiangsu Changqing Agrochemical Co., Ltd., and Hailier Pharmaceutical Group Co., Ltd.
According to the prospectus, as of November 22, 2021, the date when the prospectus was signed, Duan Yousheng served as an independent director of Nongshim Technology for a term from December 21, 2020 to August 7, 2022.
According to the prospectus, from November 2018 to the prospectus signing date November 22, 2021, Duan Yousheng served as an independent director of Zhejiang Zhongshan Chemical Group Co., Ltd. (hereinafter referred to as "Zhongshan Chemical"), and from December 2019 to the prospectus signing date On November 22, 2021, Duan Yousheng served as an independent director of Smith Barney.
It should be pointed out that Smith Barney and Zhongshan Chemical are both engaged in the production and sales of pesticide formulations, and their main products include fungicides and insecticides.
According to the prospectus, Smith Barney is one of the main competitors of Nongshim Technology.
According to the prospectus of Smith Barney, Smith Barney is engaged in the research and development, production and sales of pesticide formulations, and its main products are fungicides and insecticides.There are 4 representative products of Smith Barney's pesticides, including 21% methylamino abamectin benzoate and chlorfenapyr suspending agent, 45% bifenazate and etoxazole suspending agent, 20% insecticide The control crops of fenprod and bifenthrin suspension agent are cabbage, citrus trees and cabbage respectively, and the control objects are beet armyworm, red spider and beet armyworm respectively.
At the same time, Smith Barney has 4 representative fungicides, including 72% pyraclostrobin · Desenlian water dispersible granules. The crops controlled are cucumbers and apple trees, and the control objects are downy mildew and anthracnose.
According to the prospectus of Smith Barney, as of September 1, 2021, the date of signing the prospectus of Smith Barney, according to the dosage form, Smith Barney's pesticide formulation products are in the form of suspension, water dispersible granules, wettable powder, soluble agent, and water emulsion. main.
According to the prospectus of Smith Barney, from 2018 to 2020, Jiangsu Yangnong Chemical Co., Ltd. (hereinafter referred to as "Yangnong Chemical") was the largest, largest and second largest supplier of Smith Barney respectively. The purchase amounts of agricultural chemicals were 21.2601 million yuan, 16.8327 million yuan and 25.4639 million yuan respectively, accounting for 6.94%, 7.91% and 7.47% of the total purchases of Smith Barney in the current period.
In 2018 and 2020, Yongji Yuhe Plastic Industry Co., Ltd. (hereinafter referred to as "Yuhe Plastic Industry") is the fourth largest supplier of Smith Barney. 10,000 yuan, accounting for 3.42% and 4.13% of the total purchases of Smith Barney shares in the current period, respectively.
In 2019, Bayer Crop Science (China) Co., Ltd. (hereinafter referred to as "Bayer Crop") was the third largest supplier of Smith Barney. was 6.01%.
In 2020, Limin was the third largest supplier of Smith Barney. The amount purchased by Smith Barney from Limin was RMB 15.0067 million, accounting for 4.4% of the total purchase of Smith Barney in the current period.
From 2018 to 2020, the cumulative purchase amount of Smith Barney from Yangnong Chemical, Yuhe Plastics, Bayer Crops, and Limin was at least RMB 63.5567 million, RMB 24.5551 million, RMB 12.7922 million and RMB 15.0067 million respectively.
According to the prospectus of Smith Barney, in 2019, Hainan Zhonghesheng Agricultural Co., Ltd. (hereinafter referred to as "Hainan Zhonghe") was the third largest customer of Smith Barney. The ratio of the shares to the operating income of the current year is 1.81%.
That is to say, Smith Barney is mainly engaged in the research and development, production and sales of pesticide preparations. The main products include insecticides and fungicides. The main pesticide preparation products are suspension concentrates, water dispersible granules, wettable powders, dissolvables, water emulsions, etc. dosage form.
The problem is not over, Zhongshan Chemical is also engaged in similar business with Nongshim Technology.
According to the "Application Draft for Initial Public Offering and Listing Prospectus" signed by Zhongshan Chemical on June 10, 2021, Zhongshan Chemical focuses on the research and development, production and sales of green pesticides. Three categories of fungicides and insecticides.
In addition, the main products of Zhongshan Chemical are mesotrione, bentazone, mefenazone, atrazine and compound products.Zhongshan Chemical's mesotrione products are mainly mesotrione technical, 15% mesotrione SC, 75% mesotrione WDG, 55% mesotrione atrazine SC, etc., which arehighly safe forcorn. It is also safer for the environment and subsequent crops.
It can be seen that Zhongshan Chemical is engaged in the research and development, production and sales of pesticide technical and formulations, and its main products include herbicides, fungicides and insecticides.
It is worth mentioning that the above-mentioned businesses of Smith Barney and Zhongshan Chemical may "overlap" with Nongshim Technology.
According to the prospectus, the main business of Nongxin Technology is the research and development, production and sales of pesticide preparation products, the main products include insecticides, fungicides and herbicides.Some herbicide products sold by Nongxin Technology include 30% nicosulfuron-mesotrione-atrazine dispersible oil suspension, which is mainly used to remove annual weeds in corn fields.Some of the pesticide products sold by Nongxin Technology include 12% methoxyfenozide·chlorfenapyr suspension agent and 30% bifenazate·fenbutin suspension agent, which are mainly used in cabbage and other crops. and other pests, and the control of red spiders and other harmful mites in citrus trees and other crops.
At the same time, some of the fungicides products sold by Nongxin Technology include 45% pyraclostrobin and thiophanate-methyl suspension, which can prevent and control fruit diseases of fruit trees and higher fungal diseases of economic crops.
According to the prospectus, as of November 22, 2021, the date when the prospectus was signed, Nongshim Technology and its wholly-owned subsidiary Shaanxi Shangge Road Bioscience Co., Ltd. (hereinafter referred to as "Shangge Road") were proficient in 20 formulations. production process.Some of the main dosage forms used by Nongxin Technology products include suspension, water emulsion, water dispersible granules (dry production process), water dispersible granules (wet production process), etc.
According to the prospectus, from 2018 to 2020 and from January to June 2021, Yangnong Chemical was the second largest, largest, largest and largest supplier of Nongshim Technology respectively. The amount of chemical purchases of pesticide technicals was RMB 13.8627 million, RMB 15.9233 million, RMB 18.7757 million and RMB 10.0569 million respectively, accountingfor 6.48%, 6.26%, 7.22% and 7.41% of the total amount ofraw materialspurchased by Nongxin Technology .
From January to June in 2018, 2020 and 2021, Bayer Crop was the third, fourth, and second largest supplier of Nongshim Technology respectively. 8,049,600 yuan, 8,865,600 yuan, and 8,194,100 yuan, accounting for 3.76%, 3.41%, and 6.04% of the total amount of raw materials purchased by Nongxin Technology.
From 2018 to 2020 and from January to June 2021, Limin was the fifth, second, second and third largest supplier of Nongxin Technology respectively. Nongshim mainly purchased raw pesticides from Limin. The amounts of medicines were 7.1845 million yuan, 15.0481 million yuan, 16.9974 million yuan and 7.666 million yuan respectively, accounting for 3.36%, 5.91%, 6.54% and 5.65% of the total raw material purchases of Nongshim Technology.
From January to June 2020, Yuhe Plastic Industry was the fourth largest supplier of Nongshim Technology. Nongshim Technology mainly purchased packaging materials from Yuhe Plastic Industry in an amount of 4.4984 million yuan, accounting for the total amount of raw materials purchased by Nongshim Technology in the current period. 3.32%.
That is, from 2018 to 2020 and from January to June 2021, the cumulative purchase amount of Nongshim Technology from Yangnong Chemical, Yuhe Plastics, Bayer Crops, and Limin Co., Ltd. shall be at least RMB 58.6186 million, RMB 4.4984 million and RMB 25.1093 million respectively. , 46.896 million yuan.
According to the prospectus, as of November 22, 2021, the date when the prospectus was signed, from 2018 to 2020 and from January to June 2021, Hainan Zhonghe was the fifth, fourth, fifth, and third largest Nongxin Technology, respectively. The five major customers, Nongshim Technology’s sales to Hainan Zhonghe were 5.7956 million yuan, 5.9758 million yuan, 6.6716 million yuan and 4.9477 million yuan, accounting for 1.43%, 1.27% and 1.39% of Nongshim’s current operating income respectively. , 1.49%.
From 2018 to 2020 and from January to June 2021, the cumulative sales of Nongshim Technology to Hainan Zhonghe was 23.3907 million yuan.
All in all, the main business of Nongxin Technology is the research and development, production and sales of pesticide preparation products. The main products include insecticides, fungicides and herbicides, which are similar to the business and main products of Smith Barney and Zhongshan Chemical.Moreover, Nongshim Technology lists Smith Barney as one of its comparable companies in the same industry, and there is overlap with Smith Barney's suppliers and customers.Among them, from 2018 to 2020, the suppliers of Nongshim Technology and Smith Barney include Yangnong Chemical; in 2020, the suppliers of Nongshim Technology and Smith Barney both include Limin.In 2019, both Nongshim Technology and Smith Barney's customers included Hainan Zhonghe.
In addition, Nongshim Technology cooperates with Smith Barney's "technology" and grants each other's patents for each other's use.
According to the prospectus, as of November 22, 2021, the date when the prospectus was signed, Shangge Road, a subsidiary of Nongshim Technology, licensed patents with patent numbers ZL200910023350.9, ZL201010190031.X, and ZL200910218965.7 to Shaanxi Thompson Biotechnology Co., Ltd. Company (hereinafter referred to as "Thompson"), the license period is from October 13, 2014 to July 16, 2029, March 29, 2021 to June 1, 2030, and March 29, 2021 to 2029 November 12, 2019.
At the same time, Shangge Road will license the patents with patent numbers ZL201010190031.X and ZL201210084073.4 to Smith Barney for use. The license period is from March 29, 2021 to June 1, 2030, and March 29, 2021. Until March 27, 2032; the patents with patent numbers ZL201210084073.4, ZL200810150124.2, ZL201210360485.6 are authorized to Shaanxi Yitianfeng Crop Technology Co., Ltd. From March 29, 2021 to March 27, 2032, from March 29, 2021 to June 23, 2028, and from March 29, 2021 to October 27, 2029.
According to the prospectus of Smith Barney, as of September 1, 2021, when the prospectus of Smith Barney was signed, both Thompson and Yitianfeng were wholly-owned subsidiaries of Smith Barney.
According to the prospectus of Smith Barney, as of September 1, 2021, the date of signing the prospectus of Smith Barney, Yitianfeng, a wholly-owned subsidiary of Smith Barney, has authorized patents with patent numbers ZL200810175287.6 and ZL200910020916.2 to Nongshim Technology Co., Ltd. The company is free to use Shangge Road, and the license period is from January 1, 2018 to November 12, 2028, and from January 1, 2018 to January 15, 2029.
At the same time, Smith Barney will license the patents with patent numbers ZL200910021814.2, ZL201010148112.3, and ZL200810017314.7 to Shangge Road for free use. The license period is from March 29, 2021 to March 31, 2029, and 2021. March 29, 2030 to April 15, 2030.Thompson, a wholly-owned subsidiary of Smith Barney, licensed the patent number ZL201110066540.6 to Shangge Road for free use, and the license period is from March 29, 2021 to March 18, 2031.
The above situation shows that Duan Yousheng, the independent director of Nongshim Technology, concurrently serves as the independent director of Zhongshan Chemical and Smith Barney Technology, and the business and main products of Smith Barney, Zhongshan Chemical and Nongshim Technology are similar.In addition, Nongshim Technology and Smith Barney have overlapping suppliers and customers, and the two have granted each other's patents for each other's use.So far, Duan Yousheng, an independent director of Nongxin Technology, has been employed in a "peer" company. Can he perform his duties independently?It's time to put a "question mark" on it.
The problem is not over yet, and the information disclosure of Nongxin Technology's prospectus is now suspicious.
3. The completion of the change of paid-in capital contribution by the shareholders of the subsidiary company is earlier than the official announcement, and there are doubts in the letter
Information disclosure is no trivial matter.The completion time of the paid-in capital contribution of a holding subsidiary of Nongshim Technology disclosed in the prospectus "fight" with the official announcement.
According to the prospectus, Shaanxi Yijian Yizhi Bioengineering Co., Ltd. (hereinafter referred to as "Yijian Yizhi"), a holding subsidiary of Nongshim Technology, was established on December 23, 2019.
In December 2020, Yijian Yizhi made the second equity change.
According to the prospectus, on December 23, 2020, Tianjian Certified Public Accountants (special general partnership) issued Tianjianyan [2020] No. 666 "Capital Verification Report", confirming that as of December 22, 2020, the holding company of Nongshim Technology The subsidiary Yijian Yizhi has received 100 million yuan of paid-in capital from all shareholders.
On December 28, 2020, Yijian Yizhi received a new "Business License" issuedby Yulin City Market Supervision and Administration Bureau YushenIndustrial Branch.After the equity change, Shangge Road, a wholly-owned subsidiary of Nongshim Technology, contributed 88 million yuan to Yijian Yizhi, with a capital contribution ratio of 88%; Jiangsu Gongcheng Biotechnology Co., Ltd. (hereinafter referred to as "Jiangsu Gongcheng") Contributed 10 million yuan to Yijianyizhi, with a capital contribution ratio of 10%; Shaanxi Bei Nonghua Green Biotechnology Co., Ltd. (hereinafter referred to as "Beinonghua") contributed 2 million yuan to Yijian Yizhi, with a capital contribution ratio of 2 %.
However, Yijian Yizhi may not have received the paid-in capital contributions from all shareholders on December 22, 2020.
According to the data of the Market Supervision and Administration Bureau, Yijian Yizhi was established on December 23, 2019, and its business scope is the research and development of biological pesticide technology.
Among them, the 2020 annual report of Yijianyizhi shows that on June 1, 2020, Jiangsu Gongcheng paid 10 million yuan in currency to Yijianyizhi.On November 19, 2020, Bei Nonghua paid 2 million yuan in monetary form to a simple one.On December 31, 2020, Shangge Road, a wholly-owned subsidiary of Nongshim Technology, paid 88 million yuan to Yijian Yizhi in monetary form.
By comparison, it can be seen that the completion time disclosed by the Market Supervision and Administration Bureau from one simple to one to all shareholders’ paid-in capital of 100 million yuan is December 31, 2020, which is later than December 22, 2020 disclosed in the prospectus.
The aforementioned situation means that the completion time of the paid-in capital contribution of all the shareholders of Nongshim Technology's holding subsidiary Yijianyi to the history disclosed in the prospectus is earlier than the "official announcement" time.The quality of Nongxin's disclosure is questionable.
Be careful from beginning to end and never get tired.What will happen to the "transcript" of Nongxin Technology's sprint to go public?
(Responsible editor: RobotRF13015)
