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IPO Observation | Thinking Creation restarted the GEM review, and Luo Zhenyu, who sold anxiety, is facing anxiety

author:Red Star News

At the end of the year and the beginning of the year, Beijing Thinking Creation Information Technology Co., Ltd. (hereinafter referred to as "Thinking Creation") under Luo Zhenyu's name did two things: one was to hold the 2022 "Friends of Time" New Year's Eve online speech; the other was to update the prospectus of Thinking Creation and resume the review of the IPO issuance and listing of the ChiNext Board.

In the track of knowledge payment, Zhihu (ZH.US), which has already landed on the US stock market, has lost money continuously, and Wu Xiaobo's BaJiuling is still in the stage of listing counseling. From this point of view, the situation of the creation of the mind seems to be quite good.

But judging from the data reflected in the prospectus, Luo Zhenyu, who has been accused of selling anxiety, may be embracing anxiety.

IPO Observation | Thinking Creation restarted the GEM review, and Luo Zhenyu, who sold anxiety, is facing anxiety

Get app founder Luo Zhenyu picture according to IC photo

The new version of the prospectus raises the number of daily active users

Business may have hit the "ceiling"

Judging from the prospectus of Thinking Creation, the company's main business seems to have touched the ceiling.

The main business of Thinking Creator is divided into online knowledge service business, offline knowledge service business, e-commerce business and others, of which online knowledge service business accounts for the highest proportion, accounting for 68.74%, 66.26%, 66.89% and 58.83% in 2018-2020 and the first half of 2021, respectively.

Among the products of Thinking Creation, the course is the main product, and the proportion of income to the main business income is more than 40%. From 2018 to 2020, the number of thinking creation courses increased from 147 to 391, and the unit price of courses increased from 71.45 yuan to 78.89 yuan, but the overall growth of the total amount of course transactions was slower, and the total amount of course transactions in 2020 only increased by more than 20 million yuan compared with 2018. At the same time, its online knowledge service business revenue fell from 507 million yuan in 2018 to 449 million yuan in 2020.

IPO Observation | Thinking Creation restarted the GEM review, and Luo Zhenyu, who sold anxiety, is facing anxiety

In the operation of thinking creation, getting app is an important platform.

Red Star Capital Bureau compared the prospectus of Thinking Creation and found that Thinking Creation made subtle adjustments to the average number of daily active users obtained from the APP. The prospectus in September 2020 disclosed that the average number of annual active users of the APP in 2018 and 2019 was 757,100 and 671,600, respectively; however, in the subsequent prospectus disclosed in 2021, the average number of annual active users of the APP in 2018 and 2019 was raised to 775,800 and 682,500, respectively.

IPO Observation | Thinking Creation restarted the GEM review, and Luo Zhenyu, who sold anxiety, is facing anxiety

But even with this, the number of daily active users, monthly active users, recharge users and paid users of the APP continue to decline. In the first half of 2021, the average number of daily active users of the app fell from 775,800 in 2018 to 642,100, and the average number of monthly active users fell from 3,622,500 in 2018 to 2,593,400. In addition, the number of recharge users fell from 1.8643 million in 2018 to 671,000 in 2020, and the number of paid users fell from 2.6729 million in 2018 to 1.8563 million in 2020.

IPO Observation | Thinking Creation restarted the GEM review, and Luo Zhenyu, who sold anxiety, is facing anxiety

The growth of users of thinking creation shows a lackluster trend, while in the knowledge payment track, the competition is becoming more and more fierce.

According to the 2021 China Knowledge Payment Platform Ranking released by China Business Intelligence, it has fallen out of the top 10 and ranked 12th.

IPO Observation | Thinking Creation restarted the GEM review, and Luo Zhenyu, who sold anxiety, is facing anxiety

In addition to old rivals such as Zhihu and Fan Deng, Thinking Creation is also facing the entry of enterprises such as B station and douyin.

In 2019, Station B opened the internal test of paid courses; in 2020, Station B launched a new level of partition "Knowledge Area". In 2021, 183 million users have studied at Station B. As of June 2021, the scientific and popular science content in the knowledge content of Station B increased by 1994% year-on-year.

At the end of 2021, Douyin also launched a "learning channel". In 2021, the number of pan-knowledge content broadcasts on the Douyin platform increased by 74% year-on-year, and the playback volume of pan-knowledge content accounted for 20% of the total playback volume of the platform.

Operating income is volatile

Pre-IPO disposal of assets to increase performance

According to the prospectus, Thinking Creation aims at the ChiNext board, intends to publicly issue no more than 10 million shares, not less than 25% of the total share capital of the company after the issuance, and grants the lead underwriter no more than 15% of the over-allotment option. The sponsor is CICC, which is expected to raise 1.04 billion yuan.

As of June 30, 2021, there are still 950 million yuan of monetary funds for Thinking Creation, of which bank deposits are as high as 940 million yuan, and the company has 108 million yuan of wealth management products, which are very abundant and there is no shortage of money.

IPO Observation | Thinking Creation restarted the GEM review, and Luo Zhenyu, who sold anxiety, is facing anxiety

Combined with the prospectus announced by Thinking Creation in 2020, from 2017 to 2020, the operating income of Thinking Creation was 556 million yuan, 738 million yuan, 628 million yuan and 675 million yuan, respectively; the net profit attributable to the mother was 61.3196 million yuan, 53.2976 million yuan, 117 million yuan and 40.0635 million yuan, respectively. In the first half of 2021, the company's operating income was 439 million yuan, and the net profit attributable to the mother was 28.6367 million yuan.

From the perspective of growth, the company's revenue increased by 32.64% year-on-year in 2018, down 14.91% year-on-year in 2019, and 7.43% year-on-year in 2020, there is a risk of fluctuations or declines in operating performance.

In addition, the proportion of government subsidies and tax incentives received by Thinking Creation is relatively high in net profit.

From 2018 to 2020 and the first half of 2021, the amount of government subsidies included in other income of the company was 11.6667 million yuan, 14.2683 million yuan, 12.2962 million yuan and 3.3576 million yuan, accounting for 20.68%, 11.71%, 23.16% and 7.66% of the total profit of the current period, respectively. Government subsidies have a greater impact on the company's operating performance.

At the same time, the amount of corporate tax incentives was 8.7945 million yuan, 12.2144 million yuan, 15.1344 million yuan and 20.5323 million yuan. If the impact of accounting for the investment income of cool teenagers is excluded, the proportion of tax incentives for thinking creation is 15.59%, 17.83%, 18.40% and 19.36% respectively.

IPO Observation | Thinking Creation restarted the GEM review, and Luo Zhenyu, who sold anxiety, is facing anxiety

Thinking Creation applied for listing in 2020, and the listing rules selected were "the expected market value is not less than 1 billion yuan, the net profit in the latest year is positive and the operating income is not less than 100 million yuan". That said, the performance in 2019 is very important to it. In 2019, under the premise of reduced revenue, the net profit attributable to the mother increased significantly, mainly because of the income from the disposal of non-current assets.

IPO Observation | Thinking Creation restarted the GEM review, and Luo Zhenyu, who sold anxiety, is facing anxiety

The assets disposed of are Cool Boy, founded in 2017 as a subsidiary of Thinking Creation. In April 2019, Cool Teen increased its capital, and Mind Creation lost control of Cool Teen. In October 2019, Cool Junior refinanced, and the shareholding ratio of Thinking Creation in Cool Teenager further decreased to 34.59%.

Thinking Creation lost control of the cool teenager, and the accounting investment income was as high as 67.4041 million yuan.

However, such a valuable cool teenager does not seem to be a high-quality asset, and he is in a state of loss before and after financing.

In 2019, the total assets of Kude Junior were only 149 million yuan, the net assets were 101 million yuan, and the net profit loss was 40.7 million yuan; the loss in 2020 was further expanded to 88.7519 million yuan. As of the end of June 2021, Kude Junior had total assets of 363 million yuan, net assets of -84.223 million yuan, and net profit loss of 252 million yuan.

In addition to the disposal of assets, the creation of thinking has long been swallowed up by cool teenagers. As of the end of June 2021, Thinking Creation still holds 29.3% of the equity of Cool Boy, which also leads to the continuous weakening of the net profit of Thinking Creation, thinking Creation said that because the equity method accounted for the increase in the investment loss of Cool Teenager, the company's deduction of non-net profit declined year by year, 49.9031 million yuan, 32.8095 million yuan, 30.6757 million yuan, 28.1222 million yuan in 2017-2020, and 21.2323 million yuan in the first half of 2021.

At the end of 2021, Thinking Creation will no longer directly or indirectly hold the equity of Cool Teen. This also means that Thinking Creation disposed of the cool teenager in 2019, not only obtaining a high return of 67.4 million yuan, but also stripping it of a loss of 40 million yuan. Without this operation, it is difficult for the creation of thinking to reach the threshold of listing.

High valuation related party transactions

Triggered the "performance injection" question

Cool teenagers have lost money continuously, but they have obtained such a high valuation, which has caused the industry to question the performance of thinking creations. At the same time, the investors introduced by the cool teenagers are mostly related parties to the creation of thinking.

In April 2019, the newly introduced shareholders of Kude Junior include Zhang Quanling, Purple Cow Growth, Shanghai Tanying and Qiangang Investment. Among them, Qiangang Investment is one of the shareholders of Thinking Creation, holding 0.847%; Shanghai Lejin, a shareholder of Shanghai Tanying, holds more than 5% of the shares of Thinking Creation; the shareholders of Purple Cow Growth include Beijing Thinking Creation Investment Management Co., Ltd. (Thinking Investment Management); in addition, Zhang Quanling has a certain relationship with Purple Cow Fund, a shareholding company of Thinking Creation.

IPO Observation | Thinking Creation restarted the GEM review, and Luo Zhenyu, who sold anxiety, is facing anxiety

This issue has also attracted the attention of the Shenzhen Stock Exchange. In response to the inquiry letter of the Shenzhen Stock Exchange, Thinking Creation said that the valuation of the asset evaluation agency for the cool teenager was based on the operating conditions and asset status of the cool teenager at that time, and the valuation of the cool teenager by the venture capital institution was mainly based on the amount of funds required by the company, its ability to bear the risk and the comprehensive consideration of the future potential investment income, and there was a big difference between the purpose and valuation logic of the two, so the difference between the valuation level was reasonable.

In addition to disposing of the cool teenager, there is a similar situation in the acquisition of Unimi by Thinking Creation.

In 2019, through the acquisition of the properties of Youzhongying and Ginkgo Future, Thinking Creation made Uniview a wholly-owned subsidiary of Thinking Creation's indirect shareholding, with a transaction consideration of 62.4922 million yuan. Thinking Creation said that the equity acquisition did not constitute a business merger and recognized it as an intangible asset. Because of this acquisition, the intangible assets of Thinking Creation surged from less than 2 million yuan to more than 65 million yuan.

IPO Observation | Thinking Creation restarted the GEM review, and Luo Zhenyu, who sold anxiety, is facing anxiety

The asset volume and performance of UniSimi are very small, and the total assets of Unisimi in 2019 are only 679,400 yuan, and the net profit is only 187,200 yuan.

In this transaction, Liu Chuanzhi was one of the sellers, and Liu Chuanzhi was also a limited partner of Creator, a shareholder of Thinking Creation, holding 9.09% of Creator's shares.

The Shenzhen Stock Exchange also inquired about UniSimi. In its reply, Thinking Creation said that non-state-owned enterprises have been unable to apply for the "Information Network Transmission Audio-visual Program License", and it is difficult to obtain the "Network Publishing Service License" through the application, and it is necessary for the issuer to acquire the equity of Unisimi. With reference to the consideration for other companies to obtain relevant qualifications, the transaction price of the issuer's acquisition of Unimi's equity is fair.

Red Star News reporter Yu Yao Tao Yueyang

Responsible editor Ren Zhijiang

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IPO Observation | Thinking Creation restarted the GEM review, and Luo Zhenyu, who sold anxiety, is facing anxiety

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