Yunhan Xincheng IPO: The industry positioning does not meet the requirements of high enterprises, and the disposal of shareholding companies leaves a tail

Source: Yicaixin

Author: Mazov

Yunhan Xincheng (Shanghai) Internet Technology Co., Ltd. (hereinafter referred to as Yunhan Xincheng) is an innovative high-tech enterprise with the integrated development of electronic component distribution and industrial Internet, focusing on the R&D, production and procurement needs of small and medium-sized electronic components in the electronics manufacturing industry.

Yunhan Xincheng's GEM IPO road began on December 29, 2021, and it was not until November 9, 2023 that it took nearly two years to pass the meeting.

High-tech enterprises from the wholesale industry

According to the prospectus, through the effective use of digital technology and Internet technology, Yunhan Xincheng mainly provides efficient and professional one-stop service for the electronic components supply chain for the electronics manufacturing industry based on the self-built and self-operated Yunhan Xincheng B2B online mall.

In each period of the reporting period (the first round of inquiry reply (exempted version) refers to the period from January to June 2019 to 2022), the B2B sales business revenue accounted for more than 99%, which belongs to the actual transaction and wholesale of commodities, and realizes profits in the form of purchase and sale price difference, which is a physical activity, and the online mall is the main place for the company to carry out commodity wholesale activities.

According to the Industrial Classification of the National Economy (GB/T4754-2017) and the Annotations to the Industrial Classification of the National Economy issued by the National Bureau of Statistics and the Office of the National Bureau of Statistics, combined with the Guidelines for the Industry Classification of Listed Companies (Revised in 2012), the industry classification of Yunhan Xincheng should belong to the "F5193 Internet Wholesale" in the "F51 Wholesale Industry", not to the "Internet and related services".

The wholesale industry does not belong to the eight high-tech fields supported by the state, but Yunhan Xincheng still obtained the high-tech enterprise certificate on October 12, 2022.

The 11 core technologies of Yunhan Xincheng are customized technologies that use professional and technical means in related fields to mainly focus on the online distribution of electronic components. The main technologies owned by Yunhan Xincheng include 11 items such as BOM intelligent identification and matching algorithms, which mainly focus on data search and demand matching.

The exchange twice questioned the positioning of Yunhan Xincheng's gem, and Yunhan Xincheng emphasized that its product innovation is reflected in the application of information technology to information systems/modules and the use of big data, artificial intelligence and other technical means to achieve efficient use of data resources related to electronic components, continuously deepen the application of multi-level and multi-scenario business, and improve the operational efficiency of the field of electronic component circulation.

Yunhan Xincheng's customers can independently realize the whole process of procurement operations such as product search, BOM matching, online inquiry, online ordering, electronic contract, online payment, and order logistics tracking on the online mall. In this process, due to the increase in order size or product type in product search, BOM allocation, online inquiry, online ordering, etc., the customer's operation cost will increase, and some customers will ask the customer service to generate orders for them in the background for convenience considerations.

During the reporting period, the corresponding amounts of orders manually entered through customer service were 228.4022 million yuan, 616.8569 million yuan, 1476.6739 million yuan and 991.1803 million yuan respectively, accounting for 27.62%, 40.22%, 38.50% and 41.03% of operating income respectively.

According to the prospectus, from 2019 to the end of June 2023, the number of R&D personnel in Yunhan Xincheng was 71, 68, 74, 112, and 92 respectively, which fluctuated greatly.

In May 2023, Qin Guojun applied for resignation as a director and chief data officer, and will serve until June 30, 2023. During the period, in 2017 and 2018, Qin Guojun received equity incentives consecutively, and the price of the two equity incentives was 1 yuan per share. According to the 2018 employee incentive plan, Qin Guojun is not allowed to sell the incentive shares he has obtained within five years from the date of grant agreed in the equity incentive plan, and Qin Guojun's resignation time coincides with the end of the five-year period.

In 2019, Yunhan Xincheng also carried out employee equity incentives for two external experts, Chen Lijian and Yan Junchi, both of whom are core technical personnel in the Yunhan Xincheng cooperation project.

Yan Junchi is a teacher at Shanghai Jiao Tong University, and according to the "Technology Development Contract" signed between Yunhan Xincheng and Shanghai Jiao Tong University, since 2019, Yunhan Xincheng and Shanghai Jiao Tong University have cooperated in technology development on the project of "Research and Evaluation of Yunhan Intelligent Analysis and Auxiliary Decision-making Methods". Yan Junchi, a tenured associate professor at Shanghai Jiao Tong University, is the project leader.

Chen Lijian works in Shanghai Liangjing Network Technology Co., Ltd., according to the "Cooperation Agreement" signed by Yunhan Xincheng and Chen Lijian, Chen Lijian hired a technical expert consultant for him, and since 2019, Chen Lijian and his technical team have assisted Yunhan Xincheng to carry out research and development work in data intelligence and other aspects.

The disposal of the equity of the shareholding company was questioned

As of the signing date of the prospectus, Yunhan Xincheng has 19 wholly-owned subsidiaries, 1 holding subsidiary and 1 shareholding subsidiary. During the reporting period, the company did not transfer or cancel its subsidiaries.

In August 2019, Yunhan Xincheng participated in the establishment of Shenzhen Yunchuang Intelligent Manufacturing Co., Ltd. (hereinafter referred to as Yunchuang Intelligence). The registered capital of Yunchuang Intelligent is 10 million yuan, of which Yunhan Xincheng holds 48.45% of the shares, Shenzhen Chuangmeijia Precision Products Co., Ltd. and Ningbo Meishan Bonded Port Area Tianying Association Investment Management Partnership (Limited Partnership) hold 46.55% and 5% of the shares respectively. In January 2020, Yunhan Intelligent transferred 43.95% of its shares, reducing its shareholding to 4.5%, and the exchange inquired about the reasons and reasonableness of its remaining 4.5% shares.

According to the reply to the inquiry, after the establishment of Yunchuang Intelligence, Yunhan Xincheng's business positioning for Yunchuang Intelligence is to meet the demand for small and medium-sized PCBA orders, and Yunchuang Intelligence has not actually carried out PCBA manufacturing business after its establishment. After Yunhan Xincheng transferred the equity of Yunchuang Intelligence, Yunchuang Intelligent changed its business type under the leadership of other shareholders, and was not engaged in PCBA manufacturing business, and is currently mainly engaged in the research and development and sales of electrical appliances, which has nothing to do with the main business of Yunhan Xincheng. From 2020 to 2021, there was no procurement and sales transaction between Yunhan Xincheng and Yunchuang Intelligence, and there was no circumvention of related party transactions through equity transfer.

Yunhan Xincheng's PCBA business includes PCB circuit boards, SMT patches, etc. The prospectus also disclosed that Yunchuang Intelligent mainly carries out SMT intelligent manufacturing services, intelligent manufacturing, product customization and import and export services. Qichacha also shows that Yunchuang Intelligent is a PCB manufacturer, with a flexible, intelligent and integrated PCBA production line, and a PCBA cloud service platform, which can provide users with OEM services such as PCB design, SMT patch, DIP plug-in and component material procurement. Judging from public information, the relationship between Yunhan Xincheng and Yunchuang Intelligence is still "melon field and plum".

Yunchuang Intelligence has achieved rapid development after the reduction of Yunhan Core City, and has been selected into the "List of the Ninth Batch of Technology-based Small and Medium-sized Enterprises in Shenzhen in 2022" and "The First Batch of Enterprises to be Funded by High-tech Enterprise Cultivation and Funding in 2023".