Yujian Health Technology Co., Ltd. (hereinafter "Yujian Health") responded to the Beijing Stock Exchange's second-round inquiry on August 31. In terms of equity structure, controlling shareholders Li Gao and Fang Yan, a married couple, collectively hold nearly 64% of voting rights. Additionally, Li Gao personally remains bound by equity redemption obligations under a betting agreement—if the company fails to complete its listing before the end of 2026, the controller will face substantial personal debt repayment pressure.

Meanwhile, Vice General Manager Guan Qihan acquired shares at a nearly 50% discount under an "employee incentive" scheme. He joined Yujian Health in the same month he left his previous employer, Nengzhiguang, where the controlling couple happened to be the top two natural-person shareholders who invested right before Nengzhiguang's IPO. Regarding technological substance, 7 of the company's 24 patents were acquired through inheritance or transfer. The exchange's first-round inquiry already questioned the authenticity of its "independent R&D" claims.

In terms of business structure, over 80% of revenue comes from overseas markets, with the largest customer INOVO contributing more than 60% of total revenue. However, discrepancies between the top-five customer lists in the public transfer document and the prospectus cast doubt on the reliability of its financial data.

Couple Controls Over 60%, Controller Carries Betting Agreement

Yujian Health's predecessor was Ningbo Yujian Pharmaceutical Co., Ltd., originally established as "Ningbo Beilun Yujian Pharmaceutical Technology Co., Ltd." On June 11, 2009, Li Zhuo (later renamed Li Gao) and Qu Zhongping each invested 250,000 yuan to set up this micro-enterprise with a registered capital of just 500,000 yuan. Over the following decade-plus, the company underwent multiple equity transfers and capital increases, and on May 30, 2024, it was converted into a joint-stock company by converting its audited net assets of 246,000,600 yuan as of March 31, 2024 into 54 million shares.

In July 2022, external investors Ningbo Jianshi Caizhi Venture Capital Partnership (Limited Partnership) and Ningbo Jianshi Jiancai Venture Capital Partnership (Limited Partnership) each subscribed for 773,196 yuan of newly increased registered capital at a price of 25.87 yuan per capital contribution unit, totaling 20 million yuan each. Based on this, the company's overall valuation at that time reached 1.333 billion yuan. Compared with the company's 2022 net profit attributable to parent of less than 14.07 million yuan, this valuation implied a price-to-earnings ratio of nearly 95 times.

Notably, the aforementioned investors signed shareholder agreements with Li Gao and others containing equity redemption clauses: if the company fails to achieve a qualified listing by December 31, 2026, the investors have the right to demand the controlling shareholder Li Gao to redeem their shares. Although the company later cleaned up some clauses that made the company the obligor, most of the repurchase clauses borne by Li Gao personally remain conditionally effective.

As of the prospectus disclosure date, the company's actual controllers are Li Gao and Fang Yan. Li Gao directly holds 23,744,400 shares, representing 43.97% of the total share capital; Fang Yan directly holds 10,800,000 shares, representing 20%. Together, they directly hold 63.97% of voting rights.

During the reporting period, Vice General Manager and Board Secretary Guan Qihan joined Yujian Health in June 2022, having previously served as board secretary and director at Nengzhiguang. In April 2024, controlling shareholder Li Gao transferred 1.10% of the company's predecessor equity to Guan Qihan for 7,335,029 yuan, at a transfer price of 13.00 yuan per capital contribution unit—a discount of 49.7% compared with the 25.87 yuan per unit price paid by external investors in July 2022. The company explained that Guan Qihan's shareholding was an employee incentive, with the price close to that of the employee shareholding platform "Jixuecao" (12.48 yuan per unit).

More intriguingly, Li Gao and Fang Yan hold shares in Guan Qihan's former employer Nengzhiguang, and they were the top two natural-person shareholders who increased their stakes within 12 months before Nengzhiguang's IPO application. Guan Qihan left Nengzhiguang and joined Yujian Health in the same month, subsequently acquiring equity at a nearly 50% discount.

As of June 30, 2025, the company holds 11 invention patents and 13 utility model patents. However, among all 24 patents, 6 invention patents and 1 utility model patent were obtained through inheritance or transfer. More critically, some core technologies among the company's 10 key technologies correspond to patents acquired through inheritance. In its first-round inquiry, the Beijing Stock Exchange directly questioned whether it is reasonable for the company to define core technologies partially applying inherited patents as "independent R&D," and whether its core technologies depend on cooperative R&D models or patent inheritance.

Single Customer Exceeds 60%, Export Share Over 80%, Client List Discrepancies

Yujian Health's main business is the R&D, production, and sales of dietary supplement raw materials, primarily including plant extracts (flavonoids, alkaloids, polyphenols, etc.) and nutritional fortifiers (vitamins, minerals, etc.). Products are mainly exported to Canada, the United States, Australia, and other countries and regions.

In terms of revenue structure, from 2022 to the first half of 2025, the proportion of export-related main business revenue was 89.58%, 85.37%, 84.43%, and 84.55%, respectively—over 80% of revenue comes from overseas markets.

On the surface, the company's revenue and net profit show sustained growth. From 2022 to the first half of 2025, operating revenue was 285 million yuan, 314 million yuan, 489 million yuan, and 257 million yuan, respectively; net profit attributable to parent was 14,069,600 yuan, 28,505,600 yuan, 56,552,300 yuan, and 28,015,400 yuan. However, net profit excluding non-recurring gains and losses was 20,615,800 yuan in 2022, dropping sharply to 15,159,100 yuan in 2023, a year-on-year decline of 26.47%.

Entering 2025, growth momentum has notably slowed. The company expects 2025 operating revenue of 540 million to 570 million yuan, a year-on-year increase of 10.54% to 16.68%; net profit attributable to parent is expected at 54 million to 60 million yuan, with a year-on-year change range of -4.51% to 6.10%.

During the reporting period, sales revenue from the largest customer InovoBiologic Inc. (INOVO) accounted for 65.32%, 59.85%, 65.26%, and 64.88% of total revenue, respectively. Revenue from the top five customers totaled 82.21%, 76.15%, 79.37%, and 77.63%, far exceeding the comparable company average of approximately 30%.

Notably, the company's information disclosures are inconsistent. The top-five customer lists for 2022 and 2023 differ between documents. The public transfer document shows the third-largest customer in 2023 as Huili Xinyuan Yimin Chinese Herbal Medicine Processing Co., Ltd., with sales of 8,013,300 yuan; yet in the prospectus, this company is absent, replaced by Nanjing Haide Nver Biotechnology Co., Ltd. as the third-largest customer, with sales of 6,440,700 yuan. Multiple entries in the major customer lists differ between the two public documents.

Regarding accounts receivable, at the end of each reporting period, the company's accounts receivable balances were 106 million yuan, 105 million yuan, 149 million yuan, and 135 million yuan, respectively, representing 37.19%, 33.42%, 30.59%, and 52.61% of current-period revenue—with the first half of 2025 already exceeding half. At the end of each reporting period, the book value of inventory surged from 102 million yuan to 274 million yuan, with its proportion of total assets rising from 26.16% to 36.40%. Inventory turnover declined year over year, and inventory aged over three years exists. The Beijing Stock Exchange has required the company to explain whether its inventory write-down provisions are adequate and whether there is any use of reversing inventory write-downs to adjust profits.