Yesterday, CHAILEEDO learned that Yunnan Botanee Bio-Technology Group Co., Ltd. (hereinafter referred to as “BTN”) issued a “Notice on Change of Actual Controller” (hereinafter referred to as the “Notice”). According to the Notice, it shows that BTN, previously jointly controlled by GUO ZHENYU and KEVIN GUO, has now changed to being solely controlled by GUO ZHENYU for reasons of family property planning and equity management needs.
Furthermore, the controlling shareholder of BTN, Kunming Nuona Technology Co., Ltd. (hereinafter referred to as “Nuona Technology”), remains unchanged, with the controlling shareholder and its concerted action person Yunnan Haqi Sheng Enterprise Management Co., Ltd. (hereinafter referred to as “Haqi Sheng”) holding the same company shares without triggering a mandatory takeover.
As disclosed in the Notice, prior to this change in actual control, GUO ZHENYU and KEVIN GUO, who are father and son, were the actual controllers of BTN. GUO ZHENYU served as the Chairman and General Manager of BTN, while KEVIN GUO was not involved in the company’s operations.
The Notice also reveals that prior to this change in actual control, GUO ZHENYU and KEVIN GUO respectively held 70% and 30% of the shares in Hanson Cosmeceutical Company Limited (referred to as “Hanson BVI”). Hanson BVI, based in Hong Kong, established a wholly-owned subsidiary named Hanson Cosmeceutical (Hong Kong) Company Limited (referred to as “Hanson (HK)”), which holds 51% of Nuona Technology’s shares, while Nuona Technology directly holds 46.34% of BTN’s shares.
According to the Notice, KEVIN GUO holds 100% of Haqi Sheng’s shares through Yunnan Haipo Enterprise Management Co., Ltd. (hereinafter referred to as “Yunnan Haipo”), and Haqi Sheng directly holds 2.61% of BTN’s shares. On October 28, 2020, GUO ZHENYU and KEVIN GUO signed a “Consistent Action Agreement,” agreeing to act consistently and stipulating that in cases of disagreement, GUO ZHENYU’s opinion would prevail.
In summary, GUO ZHENYU and KEVIN GUO collectively control 48.95% of BTN’s shares through Nuona Technology and Haqi Sheng.
Regarding the specifics of this change, the Notice states that BTN recently received notifications from GUO ZHENYU and KEVIN GUO, informing them that, for family property planning and equity management needs, KEVIN GUO will transfer his 30% shareholding in Hanson BVI and 100% shareholding in Yunnan Haipo to GUO ZHENYU.
After the completion of these share transfers, KEVIN GUO will no longer hold any shares in BTN and will no longer be considered the actual controller of the company. GUO ZHENYU will hold 100% of the shares in Hanson BVI and Yunnan Haipo, thereby controlling a combined 48.95% of the company through Nuona Technology and Haqi Sheng.
The Notice states that the aforementioned share transfers were conducted at the level of Hanson BVI and Yunnan Haipo, with no changes in the controlling shareholders of BTN. The shares held by Nuona Technology and its concerted action person Haqi Sheng in BTN remain unchanged.
Furthermore, considering that KEVIN GUO will no longer indirectly hold shares in BTN after these transfers, he will retain his position as a director of Nuona Technology. To further strengthen control stability, GUO ZHENYU and KEVIN GUO have signed a “Continued Consistent Action Agreement,” where KEVIN GUO will continue to act as a director of Nuona Technology and, when exercising directorial powers, will act consistently with GUO ZHENYU and abide by GUO ZHENYU’s opinion.
Regarding the impact of this change in actual control on BTN, the Notice indicates that both before and after this change, the control of BTN has been predominantly led by GUO ZHENYU. He continues to serve as the Chairman and General Manager of the company, maintaining control without any change in ownership percentage. This change does not trigger any obligation for a mandatory takeover as stipulated by the “Regulations on the Acquisition of Listed Companies,” and it will not affect the stability of the company’s operations, lead to changes in management, or impact the company’s independence and ongoing operational capabilities.
It is noteworthy that this change in actual control involves an internal adjustment of share ownership among family members and does not involve any reduction in holdings in the market. To protect investor rights and market stability, the actual controller of the company, GUO ZHENYU, has issued a “Notice of Voluntary Commitment Not to Reduce Company Shares.”
According to BTN’s official website, the company was established in 2010 and is a large health industry group focusing on skin health in the internet era. It integrates research, production, and marketing and owns brands such as Weinuo Na, Weinuo Na Baby, Beifuting, and Aoxmed Aiken. On March 25, 2021, BTN was listed on the ChiNext of the Shenzhen Stock Exchange with the stock code 300957, becoming the “first stock of functional skincare products in China.”
According to the latest financial report, BTN achieved operating revenue of 40.17 billion yuan ($5.5 billion) in the first three quarters of this year, representing a 17.09% year-on-year growth. The net profit attributable to the parent company in the first three quarters was 4.15 billion yuan ($572.3 million), a decrease of 28.39% year-on-year. Additionally, the sales expenses of BTN in the first three quarters of 2024 reached 20.09 billion yuan ($2.8 billion), a 25.27% year-on-year increase, while the research and development expenses increased to 2 billion yuan ($275.8 million), with a research and development expense ratio of 4.97%.
