On December 7, the Shanghai Stock Exchange announced the decision to terminate the review of the IPO of the main board of Mytron Enterprise Management Services Co., Ltd., which was directly due to the withdrawal of the sponsorship by the company and the sponsor Soochow. The company's IPO application was accepted on March 3, 2023, and the responses to the first round of review inquiries were announced on May 17 and September 28, respectively, and only one version of the prospectus was announced.
For mobile phones, computers and other electronic products, under the current trend of online sales gradually seizing sales channels, after-sales service has increasingly become an important factor in improving customer experience and brand reputation. By cooperating with third-party maintenance service providers, it has become the main means for many brands to solve after-sales service problems. Doing so allows the company to achieve the layout of more after-sales outlets while controlling after-sales costs. Therefore, the third-party after-sales service market has developed rapidly in recent years.
The issuer is a third-party after-sales outsourcing service integrator focusing on the electronics industry, and is committed to providing brand enterprises with a one-stop after-sales service management platform based on digitalization, and taking into account the traditional first-chain services in the production process of brand enterprises.
The issuer started from the traditional first-chain and realized the layout of the global warehousing operation network through the development of the traditional first-chain business, which laid the foundation for the company to enter the field of after-sales service and transform the after-sales service management business.
The company's main customers include Xiaomi, Lenovo, TCL, Asus, Midea and other well-known consumer electronics, server and home appliance industry giants.
According to the Industrial Classification of the National Economy (GB T4754-2017) issued by the National Bureau of Statistics, the company's industry is the ** chain management service industry (L7224) under the business service industry (L72).
Xiaomi's wholly-owned subsidiary made a surprise investment to become the company's third largest shareholder, and Xiaomi contributed more than 50% of its revenue in 2022, and Xiaomi is still the company's top two largest businessmen
During the reporting period, the company's revenue from the top five customers accounted for the proportion of the current operating income respectively. 68% and 8034%, accounting for a relatively high percentage. Among them, the company's revenue from the top two major customers, Lenovo and Xiaomi, accounted for the proportion of the current operating income respectively. 31% and 7607%。The company has a certain dependence on major customers.
Hanxing Venture Capital*** is a wholly-owned subsidiary of Xiaomi Technology Co., Ltd., established in June 2021. In August 2021, Hanxing Ventures won 4065$200,000 cash subscription for the company's new 23924.61 million shares, while 1016The price of 300,000 yuan was transferred to the issuer held by Ding Sihai and Wu Zhiyuan, totaling 6351.88 million shares, currently holding 451%, the third largest shareholder of the company. The time of Hanxing Chuang's investment stock company is less than 7 months away from the company's IPO application and acceptance, which is completely a surprise shareholding.
In addition to Xiaomi being the second largest customer in 2020, Xiaomi will be the company's largest customer in 2019, 2021, and the first half of 2022.
According to the reply to the audit inquiry letter published on September 28, 2023, Xiaomi contributed 50% of the company's revenue in 202216%。
In addition to Xiaomi being the second largest merchant in 2019, Xiaomi will be the company's largest merchant in 2020, 2021, and the first half of 2022. In addition to Xiaomi, Lenovo, the company's major customer, is also the company's main businessman.
The company's main financial data and financial indicators
Use of Proceeds
Insufficient cash flow from operating activities
During the reporting period,The company's net cash flow from operating activities was -27.4 billion yuan, -12.6 billion yuan, -2,072190,000 yuan and -8,990580,000 yuan. The negative net cash flow from operating activities was mainly due to the rapid growth of the after-sales service management business and the reduction of the traditional ** chain business during the reporting period.
High customer concentration and dependence on large customers
During the reporting period, the company's revenue from the top five customers accounted for the proportion of the current operating income respectively. 68% and 8034%, accounting for a relatively high percentage. Among them,The company's revenue from Lenovo and Xiaomi's top two customers accounted for the proportion of the current operating income respectively. 31% and 7607%。The company has a certain dependence on major customers.
1. About the dependence of large customers
According to the application materials, during the reporting period, the company's revenue from the top five customers accounted for the proportion of the current operating income. 68% and 7952%, of which the revenue from Xiaomi in 2022 will account for 5016%, which has a certain dependence on major customers.
Issuers are requested to: 1) explain the amount and proportion of sales revenue of the top five customers of the main business according to the final brand served during the reporting period;
2) Explain the reasons for the continuous increase in the revenue concentration of the largest customer during the reporting period, and analyze the reasons and rationality of the high customer concentration in combination with the company's business, strategy and industry conditionsCombined with the trend of changes in the revenue of major customers during the reporting period, the proportion of the issuer's business in the purchase amount of similar services of major customers, the comparison between the company and other ** suppliers of similar purchases from major customers, and customer stickiness, etc., the stability and sustainability of the company's business and cooperative relationship with major customers, and whether there are significant uncertainties in the company's ability to continue operations;Analyze whether there is a risk of potential adverse changes in the company's future market space and operating results based on the changes in the operating conditions of major customers and their related business conditions of the issuer;Combined with the main constraints of customer expansion, this paper analyzes the possibility of improving the situation of the company's customer concentration and large customer dependence.
The sponsor institution and the reporting accountant are requested to verify the relevant requirements of 5-17 customer concentration in the Guidelines for the Application of Regulatory Rules - Issuance No. 5, explain the basis and process of verification, and issue clear verification opinions.
2. About the main customers
2.1 About changes in income
According to the application materials, (1) the sales amount of some major customers in 2022 has declined, among which Lenovo and Asus are affected by factors such as the domestic epidemic, and HP, Nanjing Lingjiutong, and Inventec are affected by business adjustments
2) Lenovo's customer after-sales integrated service business added a new series of servers in 2021, followed by a significant decline in related revenue in 2022In 2022, a new series of PC product lines will be added, but the related revenue growth will not be obvious in that year
3) The growth of Xiaomi's after-sales integrated service business during the reporting period came from the original regions and new regions.
Please state to the issuer:
1) The specific reasons for the decline in sales revenue of Lenovo customers in 2022, combined with the changes in the business volume of the customer's product line, service area and original service scope, the reasons for the large changes in the revenue of each specific business type, sales content and service product line in 2022 are specifically analyzed, and whether they match the changes in the business scope;If the reason for the decline in income is related to the impact of the epidemic, please provide specific contact;
2) The specific reasons for the sharp decline in the revenue of ASUS's after-sales integrated service business in 2022;
3) The specific reasons for the decline in sales revenue of Nanjing Lingjiutong customers in 2022 are inconsistent with the reasonableness of the change trend of the corresponding brand Xiaomi's customer revenue;
4) Analyze the stability and continuity of the company's business in combination with the reasons for the decline in revenue of the aforementioned major customers;
5) Whether the specific reasons for the revenue growth of the original regions and new regions with a higher contribution rate to the growth of Xiaomi's customer revenue match the changing trends of Xiaomi's business volume in the corresponding regions and the proportion of issuers' services in Xiaomi's after-sales service procurement volume in the corresponding regions.
The sponsor institution and the reporting accountant are requested to explain the basis and process of verification, and issue clear verification opinions.
3. Regarding the shareholding of the actual controller
According to the prospectus, (1) Ding Sihai and Wu Zhiyuan directly hold the shares of the issuer respectively. 11%, Wu Zhiyuan indirectly controlled 291%, the two together control 6713% of the voting rights, which are the joint actual controllers;
2) In 2020, the executive partners of Shanghai Ceyan and Shanghai Zanpan were changed from Wu Zhiyuan to Zhang Lijian and Shen Lingyun, and the proportion of shares held by Shanghai Ceyan and Shanghai Zanpan respectively was. 47%；
3) The actual controller of the issuer currently holds 615,392% of the shares, according to the partnership agreement, the partners who have contributed more than two-thirds of the capital contribution may unanimously agree to select a separate executive partner;
4) During the reporting period, when carrying out equity incentives or motivating employees to withdraw shares, Ding Sihai and Wu Zhiyuan were designated by Shen Lingyun, the executive partner of Shanghai Zanpan, to transfer and receive the shares, and out of prudent considerations, Shanghai Zanpan voluntarily locked up for 36 months from the date of listing.
Please state to the issuer:
1) The reasons and reasonableness of the change of managing partners in 2020 by Shanghai Ceyan and Shanghai Zanpan;The position of the new managing partner in the company, whether there is a situation such as nominee shareholding, whether there are disputes or potential disputes;After the replacement, the actual operation of the partnership, and whether the actual controller can substantially control the two shareholding platforms;
2) Combined with the Shanghai Zanpan partnership agreement, further analyze whether the withdrawal of shares and other matters will lead to a change in its executive partner, and the background and reasonableness of Shanghai Zanpan's voluntary issuance of the share lock-up commitment;
3) Combined with the above issues, explain whether the ownership of the issuer's shares indirectly held by the actual controller is clear and whether the relevant information disclosure is accurate, and revise and improve the shareholding structure chart of the prospectus to further clarify whether the actual controller can control Shanghai Ceyan and Shanghai Zanpan.
The sponsor and the issuer's lawyer are requested to verify, explain the verification process and method, and issue clear verification opinions.
4. About domain names
According to the prospectus, the issuer and its subsidiaries own multiple domain names and hold a number of ICP certificates.
Please state to the issuer:
1) The basic information of the domain name, including but not limited to the registration and expiration date, the corresponding ICP certificate, the specific purpose of the domain name, etc
2) The background of the issuer's application for the ICP certificate, the specific content of the Internet information service business involved by the issuer and the licensing or filing procedures for the performance, whether there is any situation in which the relevant business is carried out without permission or filing, and whether the issuer's operation of such business is legal and compliant.
The sponsor and the issuer's lawyer are requested to verify, explain the verification process and method, and issue clear verification opinions.
5. About data security
According to the prospectus, the company has established an informatization and digital management and control system from global data interaction to real-time visualization and multi-dimensional data with information technology as the core, and data accumulation and algorithms are the company's core competitiveness.
Please state to the issuer:
The type of data involved in the issuer's business activities, whether the collection, storage and processing of data are legal and compliant, whether there are penalties imposed by the competent authorities, and whether the internal control system for data security is sound and effectively implemented.
The sponsor and the issuer's lawyer are requested to verify, explain the verification process and method, and issue clear verification opinions.