Company Overview - Full Name: Zhejiang Top Yun Nong Technology Co., Ltd [1] - Abbreviation: Top Yun Nong [1] - Stock Code: 301556.SZ [1] - IPO Application Date: June 24, 2022 [1] - Listing Date: October 17, 2024 [1] - Listing Board: Shenzhen ChiNext [1] - Industry: Software and Information Technology Services [1] - IPO Sponsoring Institution: Guotai Junan Securities [1] - IPO Underwriters: Guotai Junan Securities, GF Securities [1] - IPO Legal Advisor: Guohao Law Firm (Hangzhou) [1] - IPO Audit Institution: Lixin Certified Public Accountants (Special General Partnership) [1] Disclosure and Evaluation - Disclosure Issues: Required to disclose information related to "Three Innovations and Four New" and the accuracy of the statement regarding IoT projects [1] - Regulatory Penalties: No penalties [2] - Public Supervision: No penalties [2] - Listing Cycle: 846 days, exceeding the average of 629.45 days for 2024 A-share listings [2] - Multiple Applications: Not applicable, no penalties [2] Financial Metrics - Underwriting and Sponsorship Fees: CNY 45 million, with a commission rate of 14.56%, higher than the average of 7.71% [3] - First Day Performance: Stock price increased by 800.07% compared to the issue price [3] - Three-Month Performance: Stock price increased by 483.31% compared to the issue price [4] - Issuance Price-Earnings Ratio: 11.73 times, significantly lower than the industry average of 39.15 times [5] - Actual Fundraising: Expected to raise CNY 362 million, but actual fundraising was CNY 309 million, a decrease of 14.50% [6] Post-Listing Performance - Short-term Performance: In 2024, the company's revenue increased by 6.41% year-on-year, and net profit attributable to shareholders increased by 7.35% year-on-year [7] - Abandonment Rate: 0.31% [8] Overall Assessment - Total Score: 81 points, classified as B-level [8] - Negative Factors Affecting Score: Disclosure quality needs improvement, listing cycle over two years, high issuance cost rate, reduced actual fundraising amount, and abandonment rate of 0.31% [8]

Core Insights - The IPO market in China is experiencing significant changes, with a notable increase in the number of IPO projects accepted and issued in the first half of the year compared to the same period last year [1][2]. Group 1: IPO Market Trends - The number of IPO projects accepted by the Shanghai and Shenzhen stock exchanges doubled in the first half of the year, with 62 companies accepted compared to only 2 in the same period last year [2]. - The issuance of IPOs increased by approximately 30%, with 26 companies completing their listings on the Shenzhen Stock Exchange, a 37% increase from 19 last year [2][3]. - The financing amount for these IPOs reached 149.51 billion yuan, representing a year-on-year growth of 28% [2]. Group 2: Valuation Metrics - The median and average price-to-earnings (P/E) ratios for IPOs on the Shenzhen Stock Exchange decreased, with a median of 17.36 times and an average of 18.75 times, compared to 22.81 times and 22.65 times, respectively, in the previous year [3]. Group 3: Focus on Technology Competitiveness - The recent increase in IPO applications for the ChiNext board has led to a focus on the technological competitiveness of companies, with the exchanges emphasizing the importance of core technology barriers and innovation capabilities [4][5]. - Two typical cases of rejected IPO applications highlighted the need for companies to demonstrate advanced technology and market resilience, particularly in cyclical industries [5][6]. - The exchanges recommend that underwriters assess whether the companies' technologies align with industry trends and whether they face significant replacement risks [5][6].

Core Viewpoint - The IPO market is experiencing significant changes, with a notable increase in the number of projects accepted and issued in the first half of the year, indicating a recovery in the market [2][3]. Group 1: IPO Market Trends - In the first half of this year, the number of IPO projects accepted by the Shanghai and Shenzhen stock exchanges doubled compared to the same period last year, with a 30% increase in the number of issuances [2][4]. - Specifically, 62 IPO companies were accepted in the first half of the year, a significant increase from just 2 in the same period last year [4]. - The issuance pace has accelerated, with 26 companies completing their listings on the Shenzhen Stock Exchange, a 37% increase from 19 last year, raising a total of 14.951 billion yuan, up 28% year-on-year [4]. Group 2: Issuance and Valuation - The median issuance price-to-earnings (P/E) ratio for IPOs on the Shenzhen Stock Exchange has decreased to 17.36 times, down from 22.81 times in the same period last year, indicating a lower valuation environment [4]. - On the Shanghai Stock Exchange, 19 IPO companies were issued, a nearly 30% increase from 15 last year, with total financing amounting to 20.193 billion yuan, an increase of approximately 8.4% [4]. Group 3: Focus on Growth and Innovation - The recent increase in IPO applications on the ChiNext board has led to a focus on identifying quality projects that align with the board's "three innovations and four new" positioning, emphasizing technological competitiveness [5][6]. - Two typical cases of rejected applications were highlighted, emphasizing the need for underwriters to assess the technological barriers and innovation capabilities of IPO candidates [5][6]. - For companies heavily reliant on a single client or with low technological barriers, underwriters are advised to evaluate the sustainability of their business models and market potential [6][7].

Group 1: On-site Supervision Case - The issuer failed to consider installment payments and settlement discounts in some engineering contracts, leading to inaccurate progress calculations and insufficient attention from sponsors and accountants [1][2] - The issuer's income accounting was affected, but the overall impact on financial performance was minor, and corrections were made [2][3] - The sponsor did not adequately verify the sufficiency of third-party payment evidence, and there were formal flaws in interview records [2] Group 2: Review Cases - Case 1: The issuer's client performance significantly declined, increasing reliance on the photovoltaic industry, which is subject to market fluctuations [5][6] - The issuer had a dependency on a single client, with no significant competitive advantage in proprietary technology, leading to the withdrawal of its IPO application [5][6] - Case 2: The issuer operated in a fragmented market with low technical barriers, and its revenue was primarily from OEM for brand companies, with declining R&D investment [7][8] Group 3: Case Insights - For issuer A, the significant changes in the photovoltaic industry and the lack of competitive technology led to the withdrawal of its IPO application [6] - For issuer B, the intense competition and lack of innovation resulted in a low market share and the rejection of its IPO application [8]

Group 1 - In the first half of 2025, the Shenzhen Stock Exchange (SZSE) received a total of 32 IPO applications, with 11 from the main board and 21 from the ChiNext board, indicating a recovery in the IPO market after a slowdown due to strict regulations [1] - A total of 26 companies completed their IPOs in the first half of 2025, raising a total of 14.951 billion yuan, showing growth compared to the same period in 2024 [2] - The SZSE has strengthened its regulatory measures, including issuing regulatory work letters and written warnings to various IPO projects and intermediaries during the April to June 2025 period [2] Group 2 - Two companies, Jiangsu Dongfang Sitong Technology Co., Ltd. and Jiangsu Weikang Jiejing Medical Equipment Co., Ltd., faced challenges in their IPO applications, with Dongfang Sitong withdrawing its application due to reliance on a single customer and competitive market concerns [2][4] - Weikang Medical's IPO application was rejected due to intense market competition and lack of technological innovation, highlighting the stringent criteria for ChiNext board listings [4][5] - The SZSE emphasizes the importance of core technology, market competitiveness, and growth potential in determining a company's suitability for the ChiNext board [7]

Core Viewpoint - The legal opinion letter discusses the share swap merger between Hangzhou Hailianxun Technology Co., Ltd. and Hangzhou Steam Turbine Power Group Co., Ltd., addressing regulatory compliance and the implications of the merger on both companies' operations and shareholder interests [1][2][3]. Group 1: Merger Details - The merger involves Hailianxun issuing A-shares to all shareholders of Hangzhou Steam Turbine in exchange for their shares, effectively absorbing Hangzhou Steam Turbine [1][2]. - The main business of Hailianxun includes system integration, software development, and consulting services, while Hangzhou Steam Turbine focuses on the research, production, and sales of industrial steam turbines and gas turbines [1][2]. - As of the reporting period, Hangzhou Steam Turbine holds investments in Hangzhou Bank valued at 3.972 billion yuan, representing a 4.31% stake [1][2]. Group 2: Regulatory Compliance - The transaction does not require approval from industry regulatory authorities and complies with national industrial policies [4][5]. - Both companies are expected to meet the qualifications for commercial bank shareholders as per relevant regulations, ensuring that the merger does not face legal obstacles [5][6][7]. Group 3: Financial Aspects - The share swap price for Hailianxun is set at 9.56 yuan per share, while Hangzhou Steam Turbine's price is adjusted to 9.35 yuan per share after accounting for profit distribution [11][12]. - The merger's pricing mechanism is designed to protect minority shareholders, with a significant majority of votes in favor of the transaction from both companies' shareholders [18][19][20]. Group 4: Shareholder Rights - The merger provides dissenting shareholders with the option to sell their shares at a predetermined price, ensuring their interests are protected [20][21]. - The price adjustment mechanism for the buyout rights is only downward, which is intended to mitigate risks associated with market fluctuations [22].

请发行人：（1）说明外部人员作为股权激励对象的原因及合理性，是否存在股份代持或其他利益安排；（2）说明历史上存在股东人数经穿透计算后实际超过二 百人是否存在重大违法违规风险。同时，请保荐人发表明确意见。 文/梧桐兄弟 2月12日，深交所公布对成都正恒动力股份有限公司创业板IPO终止审核的决定，直接原因是公司及保荐机构东吴证券撤回申报。公司上市申请在2023年6月9日获 得审核通过，但迟迟未提交注册，直至IPO终止。公司本次IPO拟募资4.8693亿元。 一、上市委会议现场问询的主要问题 1.主营业务问题。根据发行人申报材料，发行人主营产品发动机缸体等主要应用于传统燃油汽车，也可应用于混合动力新能源汽车领域。报告期各期，发行人传统 燃油乘用车领域的销售收入分别为38,918.50万元、46,790.77万元、52,009.94万元，占主营业务收入比例分别为71.63%、74.67%、73.19%；新能源汽车领域的销售 收入分别为680.78万元、1,905.93万元、5,129.29万元，占主营业务收入比例分别为1.25%、3.04%、7.22%。 请发行人： （1）结合燃油汽 车未来市场空间、主要客户在新能源 ...