Following Hellobike Group's entry as the controlling shareholder, Youon Technology Co.,Ltd. (603776.SH) has announced another private placement plan aimed at further consolidating Yang Lei's position as the actual controller. Recently, Youon Technology updated its inquiry response and prospectus documents regarding the private placement. The company plans to raise no more than 840 million yuan to supplement working capital, with Shanghai Hamao Business Consulting Co., Ltd. ("Shanghai Hamao") as the sole subscriber. Shanghai Hamao, a wholly-owned subsidiary of Hellobike Group, will subscribe to all shares issued in this round with cash. On September 15, a staff member from Youon Technology's securities department stated that the main purposes of this private placement are to enhance Yang Lei's control and supplement working capital. Regarding how Hellobike Group plans to improve the company's current continuous loss situation after taking control, the staff member indicated that there are currently no other specific measures besides this private placement plan.
**Control Stability Risks**
According to the inquiry response report, on March 14, 2025, Shanghai Hamao signed share transfer agreements with Sun Jisheng and other parties, acquiring a total of 13.67% of the company's shares. Yang Lei signed a share transfer agreement with Shanghai Yunxin Venture Capital Co., Ltd., acquiring 6.00% of the company's shares. Shanghai Hamao, Yang Lei, and Sun Jisheng signed a voting rights waiver agreement. The company's controlling shareholder has changed to Shanghai Hamao, and the actual controller has changed to Yang Lei.
Youon Technology's private placement targets Shanghai Hamao, with total fundraising not exceeding 840.2871 million yuan at an issue price of 11.70 yuan per share and a lock-up period of 36 months. However, according to the voting rights waiver agreement and share transfer agreement, Sun Jisheng may regain control of the listed company under specific conditions.
The Shanghai Stock Exchange required Youon Technology to further explain whether Yang Lei can effectively control the company and whether the listed company's control is stable, considering factors such as changes in equity structure before and after the issuance, specific contents of the voting rights waiver agreement, performance commitment fulfillment and compensation, the original actual controller's shareholding reduction arrangements, and director and senior management appointments.
According to relevant announcements, as of the prospectus date, Youon Technology's controlling shareholder is Shanghai Hamao, and the actual controller is Yang Lei. Yang Lei and Shanghai Hamao collectively hold 47.0856 million voting shares, accounting for 19.53% of the listed company's total share capital as of June 30, 2025, with a voting rights ratio of 22.78%. The company's former actual controller and controlling shareholder Sun Jisheng holds 24.69% of the company's shares, with a voting rights ratio of 12.87% after waiving voting rights as of June 30, 2025, and has issued a commitment letter stating he will not seek control.
Youon Technology acknowledged that although Shanghai Hamao has strengthened control through board restructuring and other measures, and this additional issuance will further consolidate its controlling position, violations of relevant agreements and commitments by the former actual controller and controlling shareholder, or voting rights aggregation by other shareholders through secondary market purchases during the window period before the issuance implementation, could weaken existing control and adversely affect the stability of the listed company's control.
From an operational perspective, Youon Technology has high expectations for performance improvement brought by Hellobike Group's entry. The company stated that Yang Lei and Shanghai Hamao's acquisition of control is beneficial for promoting the listed company's long-term healthy development. After the control change, Yang Lei and Shanghai Hamao can leverage their rich industrial resources to quickly empower the listed company's existing businesses, creating industrial synergy advantages and assisting in the rapid development of the company's original intelligent manufacturing, smart living, mobility, hydrogen energy, and other emerging businesses, thereby improving operational levels, enhancing industrial competitiveness, increasing business scale, and improving profitability.
**Continuous Losses in Recent Years**
From a performance perspective, Youon Technology faces the most severe challenge of continuous operational losses. During 2022-2024 and January-June 2025 (the "reporting period"), the company's operating revenue was 677.6341 million yuan, 545.2094 million yuan, 457.8249 million yuan, and 193.1636 million yuan respectively, showing continuous decline.
Youon Technology explained that during the reporting period, system operation services and shared mobility business revenues decreased significantly, but operational and maintenance costs were difficult to reduce, leading to substantial declines in corresponding business gross margins. Consequently, the company's main business gross margin declined significantly to 13.25%, 11.73%, 8.75%, and 0.23% respectively. Additionally, some clients faced funding pressures with longer payment approval cycles, resulting in delayed accounts receivable collection and significantly increased bad debt provisions. From 2022 to 2024, the company's period expenses showed increasing trends in both amount and proportion.
Affected by these factors, Youon Technology's operating performance continued to decline. During the reporting period, the company achieved net profit attributable to shareholders of -67.5063 million yuan, -126.7174 million yuan, -68.3041 million yuan, and -65.4756 million yuan respectively. Net profit attributable to shareholders after excluding non-recurring gains and losses was -127.1581 million yuan, -164.6039 million yuan, -146.9228 million yuan, and -67.6119 million yuan respectively.
"During the reporting period, the main reasons for the company's continuous losses were significant revenue decline while cost reduction was smaller than revenue decrease, leading to declining gross profit. Meanwhile, period expenses increased slightly overall, and credit impairment losses were relatively high, collectively resulting in negative net profit," Youon Technology stated.
Additionally, Youon Technology faces issues with large accounts receivable amounts, low accounts receivable turnover rates, and relatively long collection periods. At the end of each reporting period, the company's accounts receivable balances were 933.7485 million yuan, 877.6862 million yuan, 792.8521 million yuan, and 806.4534 million yuan respectively, accounting for 137.80%, 160.98%, 173.18%, and 208.75% (annualized) of operating revenue respectively, representing high proportions. During the reporting period, the company's accounts receivable bad debt losses were -122.3417 million yuan, -104.1965 million yuan, -47.9231 million yuan, and -15.8938 million yuan respectively, accounting for 205.77%, 87.29%, 85.74%, and 24.77% of operating profit respectively, significantly impacting the company's profitability.
**Slow Progress in Previous Fundraising Projects**
Besides operational performance pressure, Youon Technology's previous fundraising project implementation has also performed poorly. The company issued convertible bonds publicly in 2020, planning to invest 736.48 million yuan in the design and deployment project of shared e-bike intelligent systems, with an after-tax total investment recovery period of 4.25 years (including a 2-year construction period) and an after-tax internal rate of return of 24.84%. As of April 30, 2025, the investment progress was 64.18%.
On August 4, 2025, Youon Technology held board and supervisory board meetings, announcing adjustments to the completion timeline for the "Design and Deployment Project of Shared E-bike Intelligent Systems" to December 2027, with the company having fulfilled corresponding information disclosure procedures.
The Shanghai Stock Exchange required Youon Technology to explain the specific reasons for the slow progress of previous fundraising projects, whether the project implementation environment and feasibility have changed significantly, whether the project will continue to be implemented, specific uses of unused fundraising funds, and whether related risk disclosures are sufficient.
The inquiry response report showed that the slow progress of Youon Technology's previous fundraising projects was mainly affected by macroeconomic conditions and regional operational policy adjustments in recent years, with long implementation cycles and numerous preparatory stages. However, the shared mobility industry continues to receive national policy support with broad market prospects. The company has actively adjusted fundraising project deployment plans based on new market and policy environments, with new projects continuing to be invested and put into use, bringing benefits to the company. The project implementation environment and feasibility have not changed significantly, and the fundraising projects will continue to be implemented.
As of June 30, 2025, the actual investment amount for Youon Technology's previous fundraising project "Design and Deployment Project of Shared E-bike Intelligent Systems" differed from the committed investment amount by approximately 264 million yuan. According to disclosures, Youon Technology's specific usage plan for the remaining unused fundraising funds is as follows: From 2025 to 2027, within the scope of national and local policy support, the company plans to add or expand shared e-bike projects in multiple cities across North China, Central China, South China, and East China regions. Specifically, approximately 60 million yuan will be invested from April to December 2025, 120 million yuan throughout 2026, and the remaining portion will be completed in 2027, with a total addition of approximately 100,000 e-bikes.
Industry insiders noted that under the multiple challenges of control stability risks, slow progress in previous fundraising projects, and continuous performance pressure, how Youon Technology can improve operational conditions and reverse performance decline through business synergy after Hellobike Group's entry remains the most concerning issue for the market and investors.
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