For more than a year, Shanghai Binku Network Technology Co., Ltd. (hereinafter referred to as "Binku Network"), which is still hovering at the door of the A-share market, has a remarkable major customer - in addition to Shanghai Junzao, a large customer of the programmed marketing agency business, the relationship between the company's top five customers during the reporting period, Shanghai Weilan (full name Shanghai Weilan Network Technology Co., Ltd.), is also foggy.
Established for more than 5 years, with a registered capital of 1 million yuan and 13 people insured in 2020, the Internet marketing field "Xinding" Shanghai Weilan, more than 2 years after its establishment, it has leapt to the 100 million yuan level of major customers of Binku Network together with international 4A counterparts, and the business ability of employees may make Binku Network and even A-share listed blue focus, Tencent shares and other marketing communication industry bigwigs are willing to bow to the wind. More notably, the reporter of the Der Spiegel Financial Studio of the Public Securities News also found that the supervisor of Shanghai Weilan served as the supervisor of the related party of Binku Network before "jumping ship" and has been until now, and the only shareholder of this former related party has not only entrusted Binku Network employees to hold their equity on behalf of them, but also the current supervisor of Binku Network in addition to indirectly holding Shares of Binku Network. This makes the relationship between the big customer Shanghai Weilan and Binku Network even more foggy.
A young local big customer Shanghai Weilan
Large accounts have always been one of the key points for regulators to focus on the proposed listing during IPOs. In fact, in the second round of audit inquiries, the Shenzhen Stock Exchange focused on the situation related to the major customers of Binku Network.
For example, the Shenzhen Stock Exchange said: "The sponsor and the reporting accountant are requested to express a clear opinion, and in view of Yin pan Group and Shanghai Weilan, the verification process and verification conclusion of the background and rationality of the formation of their business, the relationship with the issuer, the authenticity and prudence of the revenue recognition, the prudence, the adequacy of the provision for the impairment of the receivables, and the verification conclusions, the sponsor and the core and quality control departments of the reporting accountants are requested to explain the authenticity of the income and the recoverability of the accounts receivable to the project team. Whether the verification of relevant matters such as the adequacy of the provision for impairment of receivables has given necessary attention, indicating the quality control work that has been performed and the relevant conclusions. ”
According to the self-description in the prospectus of Binku Network, the main business field is the Internet advertising industry, mainly for app (that is, application), OTT &OTV (roughly Internet TV and Internet video), KOL (that is, key opinion leaders) and other new media for Internet marketing agency, the main products or services for conventional marketing agencies and programmatic marketing agents.
The prospectus shows that the customer concentration of Binku Network is relatively high, from 2018 to 2020, the sales of the top five customers accounted for 66.33%, 69.37% and 60.78% respectively, and the major customers include international 4A and local agency enterprises, Yin pan Group, Shanghai Weilan, etc. are the company's local large customers, while the international 4A enterprise large customers include Dentsu Agis Group, WPP Group, Publicis Group, Omnicom Group, etc.
Among them, Shanghai Weilan is the second largest customer of Binku Network in 2020, and the company has sold 182.2511 million yuan to it, accounting for 14.40% of sales. In 2019, Shanghai Weilan was the company's third largest customer, and the company sold 174.9705 million yuan to it, accounting for 12.12% of sales. In 2018, although Shanghai Weilan failed to rank among the top five customers of the company, it was the third largest customer of the company's programmed business, and the company sold 26.2841 million yuan to it.
The big customer of Binku Network is very young, and the industrial and commercial registration information queried through the enterprise investigation shows that Shanghai Weilan was established on July 20, 2016, with a registered capital of 1 million yuan, which is a sole proprietorship company, the main personnel include shareholders A total of 2 people, since its establishment, the company and the current shareholder Zhang Yingjun have not invested in other enterprises. That is to say, After more than 1 year of establishment, Shanghai Weilan became a large customer of the company's programming, and after more than 2 years of establishment, it became the third largest customer of the company with more than 150 million yuan.
For the origin of cooperation with Shanghai Weilan, Binku Network prospectus said: "Shanghai Weilan team members have Tengxin shares, Baidu company and other advertising industry background, and the company's management acquaintance, since 2016, Shanghai Weilan and the company began to cooperate on APP, video and other businesses." At present, we maintain cooperative relations in programmatic business, OTT&OTV, APP, KOL and other aspects. ”
The business capabilities of this big customer are a bit amazing
Further investigation found that the business ability of the employees of this young company in Shanghai Weilan may not be ordinary.
The prospectus also disclosed that in 2020, Shanghai Weilan's procurement of Binku Network accounted for about 50%-70% of its own procurement amount, and based on the company's sales amount of 182 million yuan in 2020, Shanghai Weilan's procurement amount in 2020 was in the range of 260 million yuan to 364 million yuan. Through the enterprise investigation and inquiry, Shanghai Weilan disclosed in the annual report submitted to the local municipal supervision agency that the number of people who paid social security in 2020 was 13, 13 in 2019, 5 in 2018, 1 in 2017, and 1 in 2016.
According to the characteristics of the Internet marketing industry, combined with the location of Shanghai Weilan in Shanghai, it can be inferred that the number of social security insured persons is most likely equivalent to the number of employees, even if the purchase amount of Shanghai Weilan in 2020 is 260 million yuan - 364 million yuan equivalent to revenue to calculate, Shanghai Weilan in 2020 the per capita revenue of employees may be as high as 20 million yuan - 28 million yuan. If Shanghai Weilan's revenue is higher than the purchase amount, its per capita revenue per employee is even higher.
No comparison does not know, compared with other peers such as Binku Network, the per capita revenue of Shanghai Weilan employees in 2020 may be amazing.
According to the prospectus of Binku Network, a large supplier of Shanghai Weilan and also located in Shanghai, at the end of 2018, the end of 2019 and the end of 2020, the company had a total of 131 employees, 144 people and 118 people respectively. In 2020, the revenue of Binku Network was 1.266 billion yuan, and the per capita revenue of employees in that year was 10.7251 million yuan, the highest in the reporting period.
Looking at Tencent Shares, an A-share enterprise and a pioneer in the field of domestic Internet marketing, the 2020 annual report shows that there are 86 employees, with revenue of 891 million yuan and per capita revenue of 10.3585 million yuan; The 2019 annual report shows that there are 143 employees, with revenue of 1.481 billion yuan and per capita revenue of 10.3538 million yuan.
There is also integrated marketing communication A-share enterprise Gravitation Media, the 2020 annual report shows that there are 807 employees, with revenue of 5.596 billion yuan and per capita revenue of 6.9345 million yuan; The 2019 annual report shows that there are 540 employees, with revenue of 3.000 billion yuan and per capita revenue of 5.5552 million yuan.
The comparable peer disclosed in the prospectus of Binku Network - Huayang Lianzhong, the 2020 annual report shows that there are 2115 employees, with revenue of 9.144 billion yuan and per capita revenue of 4.3233 million yuan; The 2019 annual report shows that there are 2,165 employees, with revenue of 10.507 billion yuan and per capita revenue of 4.853 million yuan. Marketing communication big man Blue Focus, the 2020 annual report shows 5,058 employees, revenue of 40.527 billion yuan, per capita revenue of 8.0124 million yuan; The 2019 annual report shows that there are 5,055 employees, with a revenue of 28.106 billion yuan and a per capita revenue of 5.56 million yuan. Sanrenxing, the 2020 annual report shows 606 employees, revenue of 2.808 billion yuan, per capita revenue of 4.6332 million yuan; The prospectus shows that in 2019, there were 526 employees, with revenue of 1.631 billion yuan and per capita revenue of 3.1016 million yuan.
It can be seen that as a marketing agency enterprise facing new media, Binku Network and Tencent Shares, which have a small number of employees, have a per capita revenue between Bo zhong, which is also significantly higher than that of many marketing agency companies, in fact, because the number of sales is small and the per capita revenue is high, in the second round of review inquiries, the Shenzhen Stock Exchange also specifically asked about Binku Network.
The per capita revenue of the above-mentioned enterprise employees is comparable to that of "Xinding" Shanghai Weilan, and may all be willing to bow to the wind, even if the Binku network may only be about half of Shanghai Weilan.
In addition, at the end of 2020, Binku Network also has a high balance of accounts receivable for Shanghai Weilan of 166.0608 million yuan, the company's prospectus said: "Shanghai Weilan is the exclusive agent of Renren Video, in order to maintain the exclusive agent qualification, Shanghai Weilan needs to advance a large amount of funds." In the case of relatively tight capital, the payment period to upstream suppliers is relatively long; Due to the good reputation of Shanghai Weilan in the industry, and the end customers are mainly brand advertisers, the credit qualification and historical payment collection record is good, the payment collection is relatively stable and safe, in order to consolidate and develop the cooperative relationship with large customers, the appropriate delay in payment collection by large customers is given a certain degree of tolerance. ”
That is to say, Shanghai Weilan, which has only been established for more than 5 years, has 2 social security participants in the first 2 years of establishment, has a registered capital of 1 million yuan, and the enterprise investigation shows that it was only paid in April 2019, and the specific amount of advance funds and the source of advance funds are also worthy of attention.
The auditor of a major customer has also served as a supervisor of a related party
In the relationship between Shanghai Weilan and Binku Network, there is more sideways.
According to the investigation, Shanghai Weilan only had one change record on July 2, 2018 - the supervisor was changed from Zhang Mengbo to Chen Xiaojun (see figure 1), and along with Zhang Mengbo, who resigned from Shanghai Weilan, a series of situations related to Binku Network appeared like a melon.
Figure 1: Screenshot of the change information of the supervisors of Shanghai Weilan
Zhang Mengbo is currently a supervisor of Shanghai Xumin Culture Communication Co., Ltd. (hereinafter referred to as "Xumin Culture"), which was established in March 2017, and Zhang Mengbo has served as a supervisor of Xumin Culture since September 12, 2017 before leaving Shanghai Weilan (see Figure 2).
Figure 2: Screenshot of qichacha information about the change in the cultural history of Xumin
Zhang Mengbo's successor in Xu min culture Is not ordinary - binku network prospectus shows: "At the beginning of 2019, the company's supervisors were Xu Beifang, Lu Yanyan, Xu Shan", in addition, Xu Shan is also the company's current employee representative supervisor and deputy director of the customer base of Palm Wing Culture (a wholly-owned subsidiary of Binku Network) (see Figure 3). According to the industrial and commercial information inquired through the enterprise investigation, Xu Shan and Lu Yanyan served as supervisors of Binku Network since December 25, 2017.
Figure 3: Screenshot of the supervisor's resume in the latest prospectus of Binku Network
For Xumin Culture, the prospectus of Binku Network explains the relationship with the company as follows: "During the reporting period, after the transfer from a related party to a non-related party and the existence of a transaction was Xumin Culture, its actual controller Zhang Yingjun had entrusted the company's employee Lu Yanyan to hold its equity on behalf of the company, and after Lu Yanyan transferred the shareholding on behalf of Zhang Yingjun in November 2017, Xumin Culture was no longer a related party of the company, and the personnel and assets related to the original Xumin culture remained in the Xumin cultural system. However, when other major related parties of Binku Network were introduced in the prospectus, Xumin Culture was prominently listed.
That is to say, in November 2017, Lu Yanyan took charge of Zhang Mengbo, a supervisor of Xumin Culture, a related party of Binku Network, before the elimination of Binku Network, and also served as a supervisor of Shanghai Weilan.
Moreover, in the prospectus of Binku Network, Xu Shan, who has worked for the company since January 2016, does not mention that Xu Shan has served as a supervisor of Xu Min Culture (see Figure 3).
Lu Yanyan, an employee of Binku Network who holds the equity for Zhang Yingjun, the actual controller of Xumin Culture, is even more unusual - he is an old employee of Binku Network who joined the company in 2013, and currently serves as a supervisor and project assistant of Binku Network, and the nominee for the supervisor is Ji Yu, the controlling shareholder and actual controller of the company. Lu Yanyan is also one of the partners of Binku Investment, Ji Yu's co-actor, who holds a capital contribution of 3.21 million yuan and a capital contribution ratio of 0.39% of the company's employee shareholding platform, Bingku Investment, and therefore indirectly holds 0.04% of the shares of Binku Network as of the date of signing of the prospectus.
The investigation also shows that the sole shareholder of Xumin Culture, which was established on March 17, 2017, is Zhang Yingjun, and Lu Yanyan, an old employee and current supervisor of Binku Network, held 100% of the equity on behalf of Zhang Yingjun before November 1, 2017, and served as the legal representative and executive director of Xumin Culture before September 12, 2017 (see Figure 2).
From Zhang Mengbo, a former supervisor of Shanghai Weilan, who succeeded Xu Shan, an employee of Binku Network, as a supervisor of Xumin Culture, to Xu Shan, who left Xumin Culture, as a supervisor of Binku Network, to Lu Yanyan, an old employee and current supervisor of Binku Network, who holds all the equity of Xumin Culture. In addition to Xumin culture, the relationship between Shanghai Weilan and the company is also eye-catching.
In addition, there is a discrepancy between the introduction in Binku Network's prospectus when Lu Yanyan joined the company - working for the company since June 2013 (see Figure 3) - and the time when Binku Network was established on October 8, 2013 (see Figure 4).
Figure 4: Screenshot of the company's basic situation in the latest prospectus of Binku Network
The fog caused nine questions
Around the above situations involved in the large customer Shanghai Weilan, many questions haunt the Binku network:
First, from the perspective of the registered capital, the time of establishment, and the number of social security participants in the annual report submitted by itself, does Shanghai Weilan's own strength match the top three customers of the company in the past two years?
Second, from the perspective of registered capital, establishment time, the number of social security participants in the annual report submitted by itself, combined with the proportion of its procurement amount disclosed according to the company's prospectus, Shanghai Weilan may be amazing 20 million yuan - 28 million yuan per employee per capita revenue, is it reasonable and normal?
Third, the company's prospectus said that the major customer Shanghai Weilan needs a large amount of capital advance, based on the registered capital, the time of establishment and the change in the number of social security participants in the annual report disclosed by itself after the establishment, what is the specific advance situation of Shanghai Weilan? Can its own financial strength support the advance, or where does its advance fund come from?
4. Shanghai Weilan was a former supervisor during the company's reporting period and was the current supervisor of Xumin Culture, a former related party of the company, combined with Shanghai Weilan being the company's top three customers since 2019 and the company's procedural major customers in 2018, does the company believe that this situation should be disclosed? Will non-disclosure affect the integrity of the prospectus?
5. Is there a family or other relationship between Zhang Mengbo, a former supervisor of Shanghai Weilan, a major customer of Shanghai Weilan during the company's reporting period, and Zhang Yingjun, the sole shareholder of Xumin Culture, who was once related to the company?
6. Why does Xumin Culture need Lu Yanyan, an employee and current supervisor of the company, to hold 100% of the equity and serve as the legal representative and executive director?
7. Combined with the company's employee, the current supervisor Lu Yanyan holding 100% of the equity and serving as the legal representative, and the company's current employee supervisor Xu Shan also served as a supervisor, what kind of relationship does Xumin Culture have with the company or the actual controller?
8. In the introduction of the resume of Xu Shan, the current employee supervisor of the company, why did not disclose that she had served as a supervisor of Xumin Culture? In Lu Yanyan's resume, why did she not disclose that she had served as the legal representative and executive director of Xumin Culture, a former related party? Does the Company believe this will affect the integrity of the Company's prospectus?
9. Combined with the above relevant circumstances, what kind of relationship does Shanghai Weilan still have with the company or the actual controller?
For the relevant situations such as the actual controller of Binku Network and his spouse's resume, der Spiegel Financial Studio of The Public Securities News will continue to pay attention to it.
Journalist Erdon