Source: Yicaixin
Author: Jiang Zheng
On June 28, 2023, the Shenzhen Stock Exchange accepted the GEM IPO application submitted by Beijing Qingniu Technology Co., Ltd. (hereinafter referred to as "Qingniu Technology"). On January 29 this year, Qingniu Technology updated its response to the first round of inquiries, but less than two months later, Qingniu Technology withdrew its listing application on March 21.
Qingniu Technology is a software company focusing on the field of information and communication technology, and its main product is a self-developed intelligent communication platform. From 2020 to January to June 2023 (hereinafter referred to as the "Reporting Period"), Qingniu Technology provided a smart contact platform for enterprise customers in telecommunications, insurance, banking and other industries, so as to help enterprises serve their end users.
A major customer is related to a major shareholder
According to the prospectus, Qingniu Technology's representative customers include China Unicom, China Telecom, China Mobile and other telecom operators. In each period of the reporting period, the total sales amount of Qingniu Technology to telecom operators were 95.4611 million yuan, 184.6901 million yuan, 233.2754 million yuan and 94.2548 million yuan respectively, accounting for 35.01%, 54.09%, 69.54% and 70.23% of the operating income of each period respectively, and the proportion of sales increased gradually in each period.
It is worth noting that China Mobile Investment Holding Co., Ltd. (hereinafter referred to as China Mobile Investment), the second largest shareholder of Qingniu Technology, is a subsidiary of China Mobile Communications Corporation (00941. HK), a wholly-owned subsidiary of Qingniu Technology, holds 16.4286% of the shares. China Mobile Communications Group Co., Ltd., a major customer, indirectly holds more than 5% of the shares of Qingniu Technology through China Mobile Investment.
On November 13, 2017, Qingniu (Beijing) Technology Co., Ltd. (the predecessor of Qingniu Technology, hereinafter referred to as Qingniu Co., Ltd.) held a board of directors meeting and made a resolution, agreeing that Kong Weidong would transfer his 2.2857% equity interest in Qingniu Co., Ltd. and Tibet Qingding Venture Capital Management Partnership (Limited Partnership) (hereinafter referred to as Qingding Venture) to transfer his 9.1429% equity interest in Qingniu Co., Ltd. (hereinafter referred to as Qingding Venture) to China Mobile Investment.
However, the equity transfer involved the signing of VAM clauses, including performance adjustment and repurchase rights. In terms of performance adjustment, Kong Weidong promised to China Mobile Investment that after the completion of this investment, Qingniu Co., Ltd. is required to have an estimated net profit of not less than 180 million yuan and 200 million yuan in 2019, and the sum of the estimated net profit of the two years is not less than 460 million yuan. If the company's actual net profit is lower than the above amount, Kong Weidong shall make cash compensation to China Mobile Investment.
On December 31, 2019, the two parties signed a supplementary agreement to modify the above-mentioned performance adjustments, and "shifted" the target for 2019 to 2021, that is, the estimated net profit in 2021 is not less than 200 million yuan, and the sum of the estimated net profit in 2018 and 2021 is not less than 460 million yuan.
In March 2023, because Qingniu Technology's net profit in 2021 did not reach the agreed target of 200 million yuan, the performance adjustment compensation clause was triggered, and Kong Weidong fulfilled part of the performance compensation obligation in the form of share compensation, and transferred 18 million shares to China Mobile Investment at a price of 1 yuan, after the transfer, China Mobile Investment held 16.4286% of the shares, and the actual controller Kong Weidong held 19.8483%.
In order to consolidate Kong Weidong's position as the actual controller, on March 30, 2023, Kong Weidong, Hu Yunfei and Qingding Entrepreneurship signed the "Concerted Action Agreement" after consensus. As of June 2023, when the application materials were submitted, the three together controlled 28.0400% of the voting rights.
In addition, the prospectus also disclosed that Qingniu Technology has maintained a stable cooperative relationship with the three major telecom operators for more than 15 years, but this does not seem to guarantee the progress of Qingniu Technology's payment. At the end of the reporting period, the proportion of accounts receivable and contract assets from telecom operators was 90.26%, 74.54%, 45.64% and 18.96% respectively, showing a decreasing trend.
At the end of the reporting period, the book balance of accounts receivable and notes receivable accounted for 50.72%, 55.86%, 66.32% and 162.37% of the operating income respectively, and the credit sales situation became increasingly serious, and the turnover rate of accounts receivable was 1.97 times, 2.36 times, 1.63 times and 0.61 times respectively.
Accounts receivable aged more than 1 year mainly come from telecom operator customers, accounting for 56.55%, 58.04%, 85.99% and 84.08% respectively. Specifically, at the end of 2022, the balance of accounts receivable aged for 1-2 years increased by 38.2331 million yuan from the end of the previous year, and the balance aged for 2-3 years increased by 7.6203 million yuan from the end of 2021, and at the end of June 2023, the balance aged for more than 3 years increased by 1.8064 million yuan compared with the end of 2022, and the aging growth of accounts receivable mainly came from the combination of telecom operators. At the same time, it is disclosed that the historical payment collection of such customers is good, and the historical credit loss rate and expected credit loss rate are low.
The increase in accounts receivable has further led to a large fluctuation in the net cash flow of Qingniu Technology. In each period of the reporting period, the net cash flow generated by Qingniu's technical operating activities was 78.2575 million yuan, -43.1528 million yuan, 41.6237 million yuan and -480,600 yuan respectively.
The valuation of a subsidiary fluctuates greatly
The study finds that when Qingniu Technology invests in the establishment of companies, the valuation of the associated company fluctuates greatly with the adjustment of equity.
According to the reply to the inquiry, Qingniu Technology and Shen Hongbo have carried out in-depth cooperation in the field of artificial intelligence, and jointly invested in the establishment of Qingniu Zhisheng (Shenzhen) Technology Co., Ltd. (hereinafter referred to as Shenzhen Zhisheng) in 2018, with an initial registered capital of 30 million yuan, of which Qingniu Technology holds 70% of the shares and Shen Hongbo holds 30% of the shares.
Shenzhen Zhisheng is a high-tech artificial intelligence company based on natural language processing, deep learning, knowledge engineering, text processing and other artificial intelligence technologies to empower the digital transformation of enterprises, and its main products are voice robots, intelligent quality inspection, text robots, intelligent agents, etc.
In January 2021, TK Zhisheng (Dongguan City) Equity Investment Partnership (Limited Partnership) increased its capital by RMB 25.00 million to Shenzhen Zhisheng. Before the capital increase, Shenzhen Zhisheng was valued at RMB 350 million, and after the completion of the capital increase, Shenzhen Zhisheng was valued at RMB 375 million.
Subsequently, based on commercial considerations such as Shenzhen Zhisheng's urgent need for external financing and support for Shenzhen Zhisheng's independent listing in the future, Qingniu Technology transferred a controlling stake in Shenzhen Zhisheng to Shen Hongbo in May 2022, and its shareholding in Shenzhen Zhisheng decreased from 62.6666% to 42.2565%. Since then, Shenzhen Zhisheng has been accounting as an associate, so changes in its valuation will directly affect the value of Qingniu Technology's investment income and long-term equity investment in Shenzhen Zhisheng.
However, in May 2022, the overall valuation of Shenzhen Zhisheng at the time of Qingniu Technology Transfer was only 143 million yuan, far less than the valuation of external shareholders when they increased their capital more than a year ago.
Half a year later, in November 2022, Shenzhen Shenyun Zhisheng Technology Partnership (Limited Partnership) increased its capital by RMB 20 million to Shenzhen Zhisheng. Before the capital increase, Shenzhen Zhisheng was valued at RMB 175 million, and after the completion of the capital increase, Shenzhen Zhisheng was valued at RMB 195 million.
In June 2023, Shenzhen Jinglin Jingying Equity Investment Fund Partnership (Limited Partnership) increased its capital by 26 million yuan to Shenzhen Zhisheng, and the valuation after the completion of the capital increase was 626 million yuan.
On the whole, in the two and a half years from January 2021 to June 2023, the valuation of Shenzhen Zhisheng has fluctuated greatly, especially in November 2022 and June 2023, when the two capital increases are about 7 months apart, but the valuation has increased by multiple before and after.
It is worth noting that the relationship between Qingniu Technology and Shenzhen Zhisheng may be closer, and the two sides have been related to sales and procurement.
In terms of procurement, Qingniu Technology procured services such as quality inspection, outbound call robots, and intelligent voice (speech-to-text, text-to-speech) from Shenzhen Zhisheng. In 2022 and the first half of 2023, the amount of Qingniu Technology's purchases from Shenzhen Zhisheng will be 9.8508 million yuan and 8.6448 million yuan respectively, accounting for 39.21% and 92.38% of Shenzhen Zhisheng's revenue in each period. The revenue realized by Shenzhen Zhisheng in each period of the reporting period was 7.9112 million yuan, 33.0136 million yuan, 25.1215 million yuan and 9.3577 million yuan respectively. It can be seen that Qingniu Technology has made a significant contribution to Shenzhen's performance in 2022 and the first half of 2023.
In terms of sales, Qingniu Technology also provided all-media contact platform services to Shenzhen Zhisheng, with a transaction amount of 152,900 yuan in 2022.
Shenzhen Zhisheng has also cooperated with Qingniu Technology on the project of intelligent outbound call business, Shenzhen Zhisheng is responsible for marketing promotion and charging, and Qingniu Technology provides technical and operational services to it, and the two parties share proportionally.
In addition, Shen Hongbo served as the vice president of Qingniu Technology from October 2017 to March 2021.
The reply to the inquiry shows that during the reporting period, the equity of Shenzhen Zhisheng held by Qingniu Technology Transfer was involved three times.
Referring to the financing valuation in January 2021, in December 2021, Qingniu Technology transferred its 2.6667% equity interest in Shenzhen Zhisheng to Shen Hongbo, with a corresponding registered capital of 857,143 yuan and a transfer price of 10 million yuan. At the time of this transfer, the anti-dilution clause was stipulated in the "Equity Transfer Agreement" signed between Qingniu Technology and Shen Hongbo.
In May 2022, Qingniu Technology transferred 20.4101% of the registered capital to Shen Hongbo for 23.000 million yuan, corresponding to a registered capital of 6.560413 million yuan. The equity transfer triggered the anti-dilution clause mentioned in the above paragraph, therefore, Qingniu Technology should compensate 4.3263% of the equity for the equity transfer in December 2021, corresponding to a registered capital of 1,390,596 yuan, and the equity compensation and the equity transfer in May 2022 shall be changed at one time.
In other words, as of May 2022, the registered capital corresponding to Qingniu Technology's investment in Shenzhen Zhisheng should be 12,191,848 yuan, but the 2022 annual report announced by Shenzhen Zhisheng on May 24, 2023 shows that Qingniu Technology's investment in Shenzhen Zhisheng is 13,582,444 yuan, which is 1,390,596 yuan more than 12,191,848 yuan.
(Screenshot from Qixin.com)
At the same time, Shenzhen Zhisheng's industrial and commercial change information shows that after the shareholder Qingniu Technology subscribed for a capital contribution of 21 million yuan at the beginning of Shenzhen Zhisheng's establishment, there was no capital increase or transfer of registered capital from other shareholders after that, and the industrial and commercial annual report may not be updated in a timely manner.