TMT Observation: Shi Erjia put on the "Emperor's New Clothing" for listing

Source: People's Daily Digital Communication

Recently, Harbin Terja Technology Co., Ltd. (hereinafter referred to as "Yaerjia"), which has been established for nearly five years, has renewed the prospectus to impact the GEM again. The sponsor is CITIC Securities. The first stock of the dressing ".

This time, Yaerjia was obviously prepared. As the exclusive sales, promotion and brand operation and maintenance main body of Shierjia products, in February 2021, Terja increased capital conversion on the eve of listing and acquired the manufacturing company of Shierjia products on the upstream industrial chain Beixing Pharmaceutical to integrate the industry Packaged to the market after the upstream and downstream of the chain.

The opening of the industrial chain has added chips to the successful listing of Yajia, but the "gambling" carefully set behind it seems to be the "emperor's new clothing", which has brought more variables to the long -term stable development of Terja.

A well -designed "Bet Gambling" game

In 2012, Huaxin Pharmaceutical, known as Huajia, was a new beginning. Just this year, Huaxin Pharmaceutical cooperated with manufacturers. Through two years of product research, in November 2014, the two parties completed " The research and development of medical hyaluronic acid sodium restoration stickers is registered and responsible for production by manufacturers. Huaxin Pharmaceutical is responsible for product marketing, promotion and sales.

In 2016, Huaxin Pharmaceutical's strategic partner, Harbin Sanlian, began to be involved in the research and development, production and sales of medical device, and obtained the product registration certificate of the second type of medical device production and medical hyaluronic acid repair stickers. Since September 1, 2016, Huaxin Pharmaceutical cooperated with Harbin Sanlian. Harbin Sanlian is responsible for the exclusive production of products, and Huaxin Pharmaceutical is responsible for the exclusive sales, promotion and brand operation and maintenance of the product.

Judging from the above -mentioned prospectus information, since the product entered the market, Yaerjia is the "gold medal sales" of its products. Harbin Sanlian has a significant impact on Yaerjia. Data show that in 2018, 2019, 2020 and and and in 2020 and and in 2020 and and in 2020 and and and in 2020 and and in 2020 and and in 2020 and and in 2020 and and in 2020 and and in 2020, it From January to February 2021, the total amount of inventory procurement of Harjia Xiangxiang Harbin Sanlian (including Beixing Pharmaceutical) was 86.9883 million yuan, 329.4871 million yuan, 360.203 million yuan, and 350.152 million yuan, which accounted for the proportion of the total purchase of each period. 99.69%, 95.30%, 96.93%, 82.81%. However, as a seller's investment in the capital market, the second -level market participants said that the probability of successful listing alone.

In February 2021, Yaerjia and the good guy Harbin Sanlian "one -shot" to conduct capital increase exchange. Harbin Lianlian increased the capital to Yajia with 100%equity of Beixing Pharmaceutical. Shi Erjia's 5%equity, no longer holds Beixing Pharmaceutical's equity. Beixing Pharmaceutical was originally a full -time subsidiary who specializes in the second type of medical equipment and cosmetics production and sales. In September 2021, Yaerjia impacted GEM for the first time.

Applying the integration of upstream and downstream of the medical dressing industry chain, impacting the listing. In this regard, observer of the listed company said that the completion of the upstream and downstream Saerjia is no longer a simple marketing company, and the market value after listing will be raised. At the same time Essence

But behind this capital increase, it is a carefully designed "gambling" game. Under the premise of constituting a major asset reorganization, the prospectus shows that on June 29, 2021, Zhang Liguo, the actual controller of Time, Shi Erjia, and Harbin Sanlian signed a supplementary agreement on the "Investment Agreement", which stipulated the "Investment Agreement" in the "Investment Agreement" Special rights clauses such as priority subscription rights, priority purchase rights, joint sales rights, anti -dilution, the right to sell, and more preferential terms will be opened for the first time from the date of submission of the first listing application documents to the Shenzhen Stock Exchange for the first time. It was invalid since the beginning, and it was automatically resumed when the IPO failed to successfully recover, and traced back to the date of effectiveness of the "Investment Agreement". Rights clauses, performance commitments and compensation clauses on the date of the first public offering and listing to submit the first listing application documents to the Shenzhen Stock Exchange for the first time. Corresponding rights.

In other words, if Yaerjia's listing fails, Zhang Liguo, the actual controller of Shierjia, will bear the corresponding responsibility to avoid the risks brought about by the gambling agreement when it is listed.

Zhang Liguo was also prepared. On the eve of the listing, Yaerjia conducted assault dividends. In 2019 and 2020, Terja carried out 120 million yuan and 922 million yuan in cash dividends, totaling about 1 billion yuan. Zhang Liguo, with a shareholding ratio of 93.81%, received a cash dividend of 978 million yuan.

In the case of the acquisition of Beixing Pharmaceutical's reasonable consideration, the acquisition brought huge goodwill to Terja. As of December 31, 2021, the book value of the goodwill in the balance sheet in the balance sheet of Yajiajia was merged. It is 565.6447 million yuan, which is the company's shares in February 2021 to acquire Beixing Pharmaceutical formation. Shi Erjia still has to face the risk of goodwill impairment. Once the goodwill is impairment, it will largely devour Yajia's profits.

Is it useful to burn more money in marketing activities?

In this listing, Yaerjia raised funds of 1.897 billion yuan. From the perspective of fundraising amounts, it is a medium and large IPO project. R & D and quality testing center construction projects, 885 million yuan for brand marketing promotion projects, supplemented 300 million yuan in mobile funds. It can be seen that marketing is still the focus of development. Born in many black land from pharmaceutical companies, the sales strategy of Yajia facing the consistent play of pharmaceutical companies. Although online channels are blowing, offline sales channels are still very important for Yaerjia. Earlier, Yaerjia used the distribution model to promote medical dressing products from public hospital sales to enterprises with terminal channels such as medical institutions, beauty institutions, and chain retail pharmacies outside the hospital. After the brand influence, occupying the B -end customer position also made Yaerjia a certain performance guarantee. From the data point of view, during the reporting period from 2019 to 2021, the offline distribution revenue of Yaerjia was 1.033 billion yuan and 1.124 billion yuan, respectively.

With 1.052 billion yuan, the proportion of current operating income was 76.93%, 70.92%, and 63.77%, respectively.

Subsequently, the layout of the online channels, the prospectus showed that on the basis of the original Taobao C store, Terja expanded a number of distributors such as Vipshop, Jumei Youpin, Mushroom Street and other e -commerce platforms. The layout of dealers; direct sales, set up official self -operated flagship stores in Tmall, Xiaohongshu, Koala Sea Buy, JD.com, Douyin, Kuaishou, Pinduoduo, etc. to achieve the coverage of online sales platforms; and B2C platforms such as JD.com, Tmall Supermarket, Ali Health Pharmacy, Netease Strict Selection, and Xiaoman E -commerce have carried out a sales agency model.

With the intensification of competition, the cost of acquisition in Yajia has further increased. During the 2019 reporting period in 2019, the promotion service fee for online e -commerce platforms of Yaerjia was 43.897 million yuan, 85.267 million yuan and 164.6026 million yuan, respectively.

The rising cost of customer acquisition has been pushed up to the overall sales expenses of Yaerjia. During the reporting period from 2019 to 2021, the sales expenses of Yaerjia were 115.405 million yuan, 265.439 million yuan, and 26.4185 million yuan, respectively. The sales fee rate was 8.60, respectively %, 16.75%and 16.01%.

The growth of sales expenses promoted the growth of operating income. In 2019, 2020, and 2021, Yaerjia achieved operating income of 1.342 billion yuan, 1.585 billion yuan, and 1.65 billion yuan. 100 million yuan and 806 million yuan. The comprehensive gross profit margin was 76.97%, 76.47%, and 81.95%, respectively, all remained at a high level. In 2021, due to the acquisition of North Star Pharmaceuticals and the upstream production enterprises, the gross profit margin of Yajia was further improved.

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