lottomaxjackpottonight| Inventory of IPO "nail households" ③: Rishun uses the hands of related parties to perform "accounting magic"? Both sponsor securities firms indirectly hold shares
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Author: IPO refinancing Group / Zheng Quan
Recently, regulators have repeatedly stressed the "strict control of access to issuance and listing". In practice, the queuing period of many quasi-IPO enterprises is very long, and some enterprises may affect the issuing conditions.LottomaxjackpottonightBut do not take the initiative to withdraw.
As of April 26, 2024, the number of A-share IPO queuing companies is 564 (based on the standard accepted by the exchange, excluding listed and terminated projects), of which 33 have been waiting for more than two years.
Among the 33 companies, Rishun supply chain Technology Co., Ltd. (hereinafter referred to as "Rishun") is an enterprise controlled by Haier Group. There are huge related party transactions between Rishun and Haier customers, and the independence of the company's business and whether it meets the issuing conditions have been widely questioned.
In addition to the content questioned by investors, by mining the details of public information and data hidden in hidden corners, it is found that it is necessary or insufficient for Rishun to have a huge related transaction with Haier customers. Before receiving IPO tutoring, Rishun first issued a table from A-share listed companies, objectively avoiding the unwritten restriction that "An is not allowed to dismantle A" at that time; at the same time, sponsor securities firms and their related parties ambushed shares in advance.
Perform "accounting magic" with the help of real control people? Gross margin surged after modification of pricing model
According to the prospectus, Rishun's main business includes supply chain management services and basic logistics services, of which supply chain service revenue accounts for more than 70% of the total revenue.
Different from the asset-heavy model adopted by peer companies such as JD.com Logistics, Rishun mainly adopts the asset-light operation mode, such as building a logistics infrastructure network through cooperation with a third party, rather than a nationwide heavy asset investment; warehousing resources are mainly obtained through leasing; vehicle and network service resources mainly purchase third-party fleet, drivers and service network-related services.
In short, Rishun's logistics outlets rely on cooperation with third parties, warehousing mainly depends on leasing, vehicles and other transport resources mainly rely on procurement. Some investors summed up the light asset model of Rishun as "logistics middleman", which is inseparable from the actual controller of Rishun-Haier Group.
From 2020 to 2022, the daily revenue of Rishun was 140 respectively.Lottomaxjackpottonight.36 billion yuan, 17.163 billion yuan and 16.847 billion yuan, of which the income from Haier customers accounted for 33.13%, 30.6% and 31.55% respectively, and the gross profit contribution accounted for 41.48%, 41.9% and 42.69% respectively. The income from related party Ali customers accounted for 15.8%, 15% and 15.8% respectively, and the gross profit contribution accounted for 21.36%, 21.15% and 17.75%, respectively.
As can be seen from the data, Rishun is very dependent on the real controller Haier customers, especially the gross profit of Haier and Ali customers accounts for about 60% of the total gross profit. Many investors and regulators question the independence of the company's business.
Although Rishun has proved the independence of its business through a lot of text, no matter how much explanation it has in front of the data, it is a little powerless. In particular, by digging up the subtleties of many materials and the data hidden in hidden corners, it is found that there is a question mark over the necessity of huge related transactions between Rishun and Haier customers.
As mentioned above, most of Rishun's resources, such as manpower, warehousing, fleet, etc., rely on procurement, so can Haier customers purchase on their own? Why should we allow every day to earn a huge price difference?
The reply to the daily inquiry letter shows that Haier customers purchase transportation services from third-party suppliers other than Rishun, and the average purchase price from third parties is lower than daily in some years. There is not much difference in purchasing prices as a whole (see figure below for details).
Is it the Haier system that "fertile water does not flow into outsiders' fields", or is it a "wedding dress" for smooth profit growth every day?
It is worth mentioning that as a logistics and supply chain enterprise, the number of outlets coinciding with Haier Zhijia, the former controlling shareholder, is as high as 2,000. As of June 30, 2023, the total number of daily cooperation outlets nationwide is 4871, of which 2150 are coincident with Haier Zhijia, accounting for 44.14%. At the end of 2019, Rishun and Haier Zhijia accounted for 62.92% of the network.
A considerable number of outlets are the after-sales service points of Haier Group, and a large part of its income and gross profit come from Haier customers. The independence of Rishun business and the basis of light asset operation model are inseparable from Haier Group.
In fact, Rishun originally belonged to the A-share listed company Haier Zhijia (released in August 2019), one of its important mission is to help Haier Zhijia complete the last kilometer of large delivery.
After the list of A-share listed companies, it not only relied on Haier customers for business, but also revised the charging method. In 2018 and before, Rishun adopted the mode of multiplying the operating income realized by Haier customers by the fixed logistics service rate to determine the charge at the warehousing service node. Starting from 2019, the charging model is changed to determine the charge by multiplying the service unit price of each node by the business volume of each node.
According to the announcement, if the gross profit in 2019 is calculated according to the pricing model before 2018, the gross profit in 2019 is 296 million yuan, and according to the new pricing model, the gross margin is 413 million yuan, 39.53% higher than the original pricing model.
Rishun said that the pricing model is basically in line with industry practice, and enumerated the pricing and charging models of JD.com Logistics, Changlian shares, Haicheng Bangda and other companies. However, it is worth paying attention to that JD.com Logistics has achieved standardized pricing, whether Rishun has strong comparability with JD.com Logistics?
The data show that the gross profit margin of Rishun to Haier and other related party customers is higher than that of non-related parties. In 2020, Rishun's gross profit margin for Haier and Ali customers was 10.5% and 11.34% respectively, higher than the overall gross profit margin of 9.25% for similar businesses. In 2021, the gross profit margins of Rishun Haier and Ali customers are 10.66% and 10.97% respectively, which is higher than the overall gross profit margin of similar businesses of 9.37%. In 2022, Rishun's gross profit margin for Haier customer business was 10.62%, which was higher than the overall gross profit margin of 9.01% for similar businesses. It can be inferred from the data that the daily gross profit margin of similar business of non-related parties is lower.
With the change of Haier customers and Rishun pricing model, with the huge income and high gross profit of Haier and Ali customers, the daily gross profit and net profit grow faster objectively.
From 2018 to 2022, the total daily gross profit was 765 million yuan, 919 million yuan, 1.177 billion yuan, 1.336 billion yuan and 1.322 billion yuan respectively, and the net profit of returning mother was 225 million yuan, 273 million yuan, 422 million yuan, 568 million yuan and 553 million yuan respectively. The substantial increase in earnings has a great impact on the valuation of IPO and the amount of capital raised.
JD.com logistics related transactions accounted for a big decline in Rishun when "weaning"?
According to the prospectus, comparable listed companies of Rishun include JD.com Logistics, Feilida, Sinotrans, Changlian shares, Haicheng Bangda and so on. Among them, JD.com Logistics and Rishun are also comparable in related party transactions.
In 2018, related sales of JD.com Logistics to related parties such as JD.com Group accounted for 70.9 per cent of total revenue, falling to 35.12 per cent in 2022 and 30 per cent in 2023. JD.com Logistics's substantial growth in performance and external customers in recent years is an important reason for the reduction of dependence on JD.com Group.
In contrast, Rishun accounted for 58.85% of Haier and Ali related income in 2018 and dropped to 47.35% (down 1/5) in 2022, which was significantly lower than that of JD.com Logistics (from 70% to 35%, half).
According to the prospectus, Alibaba Group holds a total of 29.06 per cent of Rishun shares through control of Taobao Holdings and Partner Century, making it the company's second largest shareholder.
When do you "wean" every day? With reference to the case of JD.com Logistics, Rishun should actively open up large external customers. However, with the daily light asset model, it is still unknown whether it will be able to serve large clients.
Both sponsor brokerages hold shares indirectly.
According to the prospectus, Rishun was established in January 2000. Between August 2010 and July 2019, Rishun was a subsidiary of Haier Zhijia (600690), an A-share listed company, and HK.1169, a Hong Kong-listed company, which has been privatized.
In fact, the operation of daily obedience to Haier Zhijia began in August 2018. Haier Zhijia passed a motion on August 30, 2018 to replace Guanmei Shanghai, an indirect holding subsidiary, with its 55% stake in Ice halberd Shanghai and its 51% stake in Qingdao Haishi Water equipment Co., Ltd. After the replacement is completed, Rishun will be released from the body of Haier Zhijia.
Before December 2019, the spin-off subsidiaries of A-share listed companies are still prohibited in principle. In December 2019, the CSRC issued several provisions on domestic listing of listed companies' spin-off subsidiaries, allowing qualified A-share listed companies to spin off their subsidiaries in A-share independent IPO.
The fact of daily obedience to the table issued by the Haier Zhijia objectively circumvented the unwritten rule prohibiting "A dismantling A" at that time. Before the plan was released in August 2018, China International Capital Corporation, the sponsor agency of Rishun IPO and its related parties, bought shares indirectly at the same time.
Beijing Meria bought shares every day in July 2018, with a stake of 3.0813% as of the date of disclosure of the prospectus. Data show that Beijing Meria is an indirect 100% holding company of China Investment Co., Ltd. (CIC), which is also the indirect controlling shareholder of China International Capital Corporation.
In addition, CICC Capital, a wholly-owned subsidiary of China International Capital Corporation, and CICC (Xiamen) Equity Investment Fund Partnership (Limited Partnership), which is managed as a manager, also indirectly holds 0.0647% of Rishun shares through Zhuhai Jin Zhiming.
It is worth mentioning that Haier Group, the real controller of Rishun, also indirectly owns 8.26% of China International Capital Corporation, and Tan Lixia, director and executive vice president of Haier Group and chairman of Haier Financial Holdings, and serves as a non-executive director of China International Capital Corporation.
Thus it can be seen that the relationship between China International Capital Corporation and Rishun is very close, and the exchange also focuses on inquiring about the independence of China International Capital Corporation's sponsor business.
What is even more puzzling is that China Merchants Securities, a joint sponsor of Rishun IPO, and its related parties indirectly hold 0.0574% shares in the company. So, can Rishun's IPO sponsor business be independent?
This time, IPO plans to issue no more than 65.6183 million shares per day (before exercising the over-allotment option), and accounts for no less than 10% of the total share capital after the issue, and plans to raise 2.77 billion yuan.
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