At present, Guangdong Bawei Biotechnology Co., Ltd. is referred to as Bawei Shares; **837023.NQ) is applying for listing on the Beijing Stock Exchange. We found that the current chief financial officer of Ba Wei Co., Ltd. worked as a practicing certified public accountant in an accounting firm under the name of the actual controller's younger brother during the reporting period, and the company did not disclose this resume information. One of Ba Wei's major customers may have a related relationship with the private placement investor, which the company also did not disclose. In addition, there are also doubts about the provision of share-based payments for the grant of equity incentives during the reporting period.
*: Photo.comThe reasonableness of the determination of the actual controller was questioned by the exchange
Founded in 2006 and listed in May 2016, the company is mainly engaged in cosmetics ODM business, and its products cover skin care products, washing and care, makeup and other categories. According to the prospectus, from 2020 to the first half of 2023, Ba Wei shares achieved operating income of 31,404 respectively270,000 yuan, 41,558880,000 yuan, 45,937970,000 yuan, 21319710,000 yuan, respectively, to achieve attributable net profit of 2835670,000 yuan, 2125130,000 yuan, 3803950,000 yuan, 2172180,000 yuan.
According to the prospectus, Ba Wei's OEM products cover domestic and foreign markets, providing services for more than 1,000 cosmetics brands, and the market share of China's cosmetics OEM market in 2022 will be about 106%。With the background of the rise of domestic products, Bawei shares provide brand customers with product planning, formula research and development, large-scale production, efficacy testing as one of the comprehensive services, the main brands currently cooperate include skintific, HBN, Renhe ingenuity, Van Millin, Wanbi, Dora Duoshang, and wind and rain and other domestic emerging brands, of which Renhe ingenuity is Renhe Pharmaceutical (000650.).SZ) launched a series of functional cosmetics brands, and Van Millin has become popular with the title "Sister Lang".
As of this issuance, Leng Qunying and Liu Ruixue directly held 25 shares of Ba Wei respectively26% and 1410% of the shares, which are the top two shareholders. Leng Qunying served as chairman and general manager, and Liu Ruixue served as director and core technical personnel, and the two controlled the company for a total of 3936% of the shares, is the controlling shareholder and actual controller of Bawei shares. In November 2023, Leng Qunying, Liu Ruixue, Leng Zhigang, Shan Nan, Liu Ruijie, Guangzhou Baiyun Meiyan Investment Partnership (hereinafter referred to as Baiyun Meiyan) and Guangzhou Bawei Management Consulting Partnership (hereinafter referred to as Bawei Partnership) signed the "Concerted Action Agreement" to control a total of 60 companies through a concerted action relationship11% stake.
Leng Zhigang is Leng Qunying's younger brother, and Shan Nan is Liu Ruixue's son-in-law. At present, Leng Zhigang directly holds 14 shares of Ba Wei02% shares, is also the executive partner of Baiyun Meiyan, and serves as the company's director and deputy general manager, in the process of Ba Wei's shares, Leng Zhigang has been the subject of the joint obligation of the actual controller, and signed special investment terms with the private placement investors. Shan Nan directly holds 2 shares of Ba Wei76% of the shares, and is also the managing partner of Ba Wei Partners, and serves as the secretary of the board of directors of the company.
In the review inquiry, the exchange asked Bawei to explain the reasonableness of not identifying Leng Zhigang and Shan Nan as joint actual controllers, and whether it evaded supervision through the identification of actual controllers. Although Ba Wei said that Leng Zhigang and Shan Nan met the scope of joint actual controllers stipulated in the "** Law Application Opinions No. 17", they also insisted that they did not seek control of the company, and it was reasonable not to identify them as actual controllers.
Note: The association's documents raise doubts about the identity of the chief financial officer
Leng Zhigang was born in an accounting firm, is a certified public accountant, and has served as an independent director of listed companies such as Wanfu Shengke, and in May 2019, Leng Zhigang just took the position of financial director of Bawei shares. At the same time, according to the prospectus, from September 2019 to December 2022, Leng Zhigang served as the executive director of Zhixin Certified Public Accountants, and Zhixin Certified Public Accountants was therefore a related party of Bawei shares.
The effectiveness of financial internal control is the focus of the issuance and listing review. Although there is no explicit provision, listed companies usually avoid the fact that key financial positions such as chief financial officer and cashier are held by relatives of the actual controller, and the company to be listed on the stock market usually cleans up such situations during the reporting period.
In September 2020, Leng Zhigang resigned as chief financial officer, and at the same time, Bawei Co., Ltd. hired Xia Lingling as the chief financial officer. According to the prospectus, Xia Lingling is also a certified public accountant from an accounting firm, previously worked as a financial manager in a number of companies, and has served as the head of the financial department and financial director of Bawei since August 2019.
However, we found that Ba Wei shares may have reservations about Xia Lingling's resume background. According to the 2020 annual qualification inspection of certified public accountants announced by the Chinese Institute of Certified Public Accountants, Xia Lingling is one of the practicing certified public accountants of Zhixin Certified Public Accountants, and the then legal representative and chief accountant of Zhixin Certified Public Accountants is Leng Zhigang of Bawei Shares.
First of all, if the information disclosed by the Association and Ba Wei shares is true, does this mean that Xia Lingling is also the head of the financial department of Ba Wei shares during her tenure as a practicing certified public accountant in Zhixin Certified Public Accountants? Are there any flaws in its compliance?
Secondly, although Xia Lingling and Leng Zhigang have no family relationship, the fact that Xia Lingling works in Leng Zhigang's accounting firm also objectively leads to the existence of a special relationship between the two, so should Ba Wei shares truthfully and completely disclose Xia Lingling's resume information, and explain the impact of this matter on the effectiveness of financial internal control?
Major customers may invest in shares through private placement
In October 2021, Ba Wei shares issued ** to Guangzhou Yunmei Industrial Investment Partnership (hereinafter referred to as Yunmei Industrial Investment), and Yunmei Industrial Investment subscribed for 75 million yuan to add 714 Ba Wei shares28.57 million yuan of registered capital. The executive partner of Yunmei Industrial Investment is Guangzhou Baiyun Investment, and the remaining three partners include Henan Shangyan Biotechnology *** hereinafter referred to as Shangyan Biotechnology, Shandong Dora Duoshang Biotechnology *** hereinafter referred to as Dora Duo Shang), Chengdu Baikazi Cosmetics *** hereinafter referred to as Bokazi), and the shareholding ratios are respectively. 63%。
Among them, Shangyan Biotech is the second largest customer of Bawei in 2020 and the third largest customer in 2021, and Dora Duoshang is the fifth largest customer of Bawei in 2020, the largest customer in 2021, and the fourth largest customer in 2022 and the first half of 2023. In the top five customers disclosed in the prospectus, Bawei shares explained the relationship between the company and Shangyan Biotechnology and Dora Duoshang, that is, the two customers invested in shares through private placement.
However, we found that as the fifth largest customer in 2020 and the first half of 2023, Mary Coco Biotechnology Chengdu *** hereinafter referred to as "Mali Cou", may also have a lot to do with Ba Wei shares.
According to public information, Mary's address is No. XXXX, 15th Floor, Building 2, No. 666, Middle Section of Tianfu Avenue, High-tech Zone, Sichuan Province, which is exactly the same as the address of Perkazi. Moreover, according to the reply to the inquiry, part of the third-party payment of Bawei shares to Mary's sales revenue came from Perkazi.
Judging from the overlapping addresses and the payment of funds, is there a substantial relationship between Mary and Perkazi, or even mixed operations? As mentioned above, in October 2021, as a partner of Yunmei Industrial Investment, Bai Kazi invested in Ba Wei shares through a private placement. However, Ba Wei shares have never disclosed the relationship between the company and Mary Lyco.
There are doubts about the provision of share-based payments in employee equity incentives
In July and September 2021, Ba Wei Co., Ltd. implemented a restricted ** incentive plan and an employee stock ownership plan, and issued **544 to Chen Biao, director and deputy general manager, and Ba Wei, an employee stock ownership platform530,000 shares, issued ** for 3 yuan shares. Ba Wei shares are assessed at a fair value of 5The fair value of the granted equity is calculated at 93 yuan, and the grant value is 3 yuan and the fair value of the granted equity is 5The difference of $93 shares is recognized as a share-based payment expense, which is apportioned over the service period.
According to the Guidelines for the Application of Regulatory Rules - Issuance No. 5, when determining the fair value of the share-based payment formed by the capital increase or transfer of shares, full consideration should be given to the recent shareholding** or equity transfer** reached by the parties to the voluntary transaction in accordance with the arm's length principle, such as the recent reasonable price of external investors, etc., and the fair value can be determined by appropriate valuation techniques, but to avoid the result of an obviously unfair valuation method, whether the fairness of the ** should be considered in determining whether it is consistent with a certain transaction**, Whether it is within a reasonable range of the fair value of the equity.
According to the valuation of Ba Wei's shares, the fair value of the shares at the time of the private placement of shares to Chen Biao and Ba Wei in July and September 2021 was 593 yuan shares, but in fact, in July and September 2021, the lowest price of Bawei shares in the market was 1356 yuan shares and 1433 shares, all well above the assessed fair value of 5$93 shares. In addition, in October 2021, Bawei shares invested in Yunmei Industry with a fixed increase of 1050 yuan shares, which also shows that the fair value of Ba Wei shares at that time should be 10$50 shares to $14$33 in the range. Ba Wei shares only 593 yuan shares are used as the assessed fair value, and the adequacy of the provision for share-based payment is subject to discussion.