A natural person from Shanghai went to Hong Kong to register for an IPO and obtained 100 million yuan in equity at a low price

A natural person from Shanghai went to Hong Kong to register for an IPO and obtained 100 million yuan in equity at a low price

Recently, the IPO filing status of Hushang Auntie (Shanghai) Industrial Co., Ltd. (referred to as “Shanghai Auntie”) in Hong Kong has attracted regulatory attention. The China Securities Regulatory Commission requires Shanghai Auntie to provide supplementary materials to explain whether the company’s equity change registration status and compliance after the capital increase in February 2024 constitute a substantial obstacle to this issuance and listing; whether there have been any issues related to taxation, environmental protection, and production safety in the past three years. Issues such as administrative penalties imposed by relevant competent authorities for compliance issues.

An exclusive investigation by a reporter from the “Economic Information Daily” found that Chen Zhixin, a natural person, obtained the equity of Shanghai Aunty at a low price as a consultant, and made a lot of money through the equity transfer with Shan Weijun and Zhou Rongrong, the controlling shareholders of Shanghai Auntie, invisibly on the shareholding platform.

  “Independent third parties” are invisible on the shareholding platform

Shanghai Aunty is a fast-growing freshly made beverage company. Its main products include fresh fruit tea, multi-ingredient milk tea, light milk tea and yogurt shakes. As of September 30, 2023, the number of Shanghai Auntie stores across the system has grown to 7,297, covering more than 300 cities in 31 provincial-level administrative regions.

The prospectus disclosed that Shanghai Aunty was established on November 8, 2013, and its controlling shareholders are Shan Weijun and Zhou Rongrong. As of the signing date of the prospectus, Shan Weijun and Zhou Rongrong signed a concerted action agreement and used the shareholding platform Shanghai Puhai Enterprise Management Co., Ltd. (“Shanghai Puhai”) and Shanghai Senrui Enterprise Management Partnership (Limited Partnership) (referred to as “Shanghai Senrui”) and Shanghai Yuchao Enterprise Management Partnership (referred to as “Shanghai Yuchao”), hold 80.64% of the voting rights of Shanghai Aunty.

A reporter from the Economic Information Daily checked the prospectus and noticed that the shareholders behind Shanghai Senrui were not only Shan Weijun and Zhou Rongrong, but also a natural person shareholder. As of the signing date of the prospectus, Shan Weijun (as its sole general partner) owns 44.67% of Shanghai Senrui’s equity; Zhou Rongrong and Chen Zhixin (both as its limited partners) own 45.49% and 9.84% respectively. Chen Zhixin did not enter into a concerted action agreement with Shan Weijun and Zhou Rongrong.

In response, Shanghai Auntie defined Chen Zhixin as an “independent third party” in the prospectus and pointed out that Chen Zhixin does not participate in the management of Shanghai Senrui and only enjoys passive economic interests in Shanghai Senrui, so he should not be regarded as the company’s controlling shareholder .

  Obtain equity at a low price as a “consultant”

Who is this “independent third party” Chen Zhixin? How can I become a shareholder of Shanghai Auntie? The prospectus of Shanghai Auntie shows that Chen Zhixin once appeared as a “consultant” in the development process of Shanghai Auntie.

According to the prospectus, Shanghai Auntie was established on November 8, 2013, with an initial registered capital of 500,000 yuan, jointly funded by Shan Weijun and Zhou Rongrong. From February 2015 to April 2020, after Shanghai Auntie completed a series of registered capital increases and equity transfers, the registered capital increased to 10 million yuan. At the same time, Shan Weijun and Zhou Rongrong went through multiple equity transfer adjustments and finally disappeared behind the three major shareholding platforms of Shanghai Yuchao, Shanghai Puhai and Shanghai Senrui.

The reporter noticed that during the above-mentioned equity adjustment period, the words “Chen Zhixin” appeared for the first time in Shanghai Auntie’s prospectus. According to the prospectus, in order to reward Chen Zhixin for his past contributions to the group as a consultant (as of August 2018), in August 2018, Shanghai Auntie agreed to grant share options to Chen Zhixin. Accordingly, Chen Zhixin has the right to acquire 5.00% of Shanghai Auntie’s equity from Shan Weijun for 500,000 yuan.

It is worth noting that Chen Zhixin did not exercise the share options immediately, but only exercised the relevant share options three years later through the shareholding platform Shanghai Senrui. According to the prospectus, when Shanghai Senrui was established, Shan Weijun and Zhou Rongrong held 51.00% and 49.00% of the equity respectively. As of April 2020, Shanghai Senrui holds 25% of the equity of Shanghai Auntie (equivalent to a registered capital of 2.5 million yuan). From September 2021 to December 2021, Chen Zhixin acquired 20% of Shanghai Senrui’s partnership interest from Shan Weijun for 500,000 yuan (i.e., 500,000 yuan of registered capital, equivalent to 5% of Shanghai Auntie’s equity).

Before Chen Zhixin exercised his share options, Shanghai Auntie had already started external financing. In November 2020 and October 2021, Shanghai Auntie completed the A and A+ rounds of financing through capital increase. Suzhou Yizhong Venture Capital Partnership (Limited Partnership) subscribed for the new registered capital of 68.9869 yuan with 75 million yuan and 53 million yuan respectively. Ten thousand yuan, 206,248 yuan. Accordingly, Shanghai Auntie’s registered capital increased to 10,896,117 yuan, and its valuation reached 2.8 billion yuan. If calculated based on the fact that Shanghai Senrui holds 22.94% (after dilution of capital increase) of Shanghai Auntie’s equity at this time, Chen Zhixin has just exercised the share option and obtained equity worth up to 128 million yuan with an investment of 500,000 yuan.

  Transferring part of the equity before IP0 makes a huge profit

Qichacha shows that as of December 23, 2021, the registered capital of Shanghai Senrui was 2.5 million yuan, of which the registered capital held by Chen Zhixin dropped from 500,000 yuan to 286,567 yuan, a decrease of 213,433 yuan; at the same time, Shan Wei The registered capital held by Jun increased from 775,000 yuan to 988,433 yuan, an increase of 213,433 yuan.

As Shanghai Auntie continued to introduce investors, Shanghai Senrui transferred part of Shanghai Auntie’s equity, and Chen Zhixin, Shan Weijun, and Zhou Rongrong also made huge profits. In July 2023, Shanghai Aunty completed Series B financing through capital increase and equity transfer, which was subscribed by 7 institutions including Zhuhai Jinyiming Equity Investment Fund Partnership (Limited Partnership). The company’s registered capital increased to 11.620661 yuan. Among them, Shan Weijun, Zhou Rongrong, his wife, and Chen Zhixin sold Hushang Aunty’s registered capital of 374,186 yuan through Shanghai Senrui, and cashed out as much as 96.6 million yuan.

It is worth noting that Qichacha shows that on December 13, 2023, Shanghai Senrui’s registered capital was reduced from 2.5 million yuan to 2.125814 yuan, which was also a decrease of 374,186 yuan. Among them, the registered capital of Shanghai Senrui held by Chen Zhixin dropped from the original 286,567 yuan to 209,096 yuan (shareholding ratio is 9.84%), a decrease of 77,471 yuan; Shan Weijun and Zhou Rongrong together held the registered capital of Shanghai Senrui from The original 2,213,433 yuan dropped to 1,916,718 yuan, a decrease of 296,715 yuan.

Regarding other problems existing in the Shanghai Auntie’s IPO in Hong Kong, the reporter of “Economic Information Daily” will continue to pay attention to them.

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