闪送(FLX) - 招股说明书

VIE Structure and Risks - BingEx Limited operates primarily through PRC subsidiaries and a VIE in China, with contractual arrangements that pose unique risks, including potential conflicts of interest and enforceability issues under PRC laws[4] - The company's VIE structure involves unique risks, as investors do not hold direct equity interests in the Chinese operating companies, and contractual arrangements may not be as effective as direct ownership[17] - The company's corporate structure involves a VIE (Variable Interest Entity), which may face legal and regulatory uncertainties in China[14] - The VIE structure may be deemed non-compliant with PRC regulations, potentially leading to loss of control over assets and inability to consolidate financial statements, which could significantly impact the company's financial performance[166][167][171] - The company faces uncertainties under the Trial Measures for Overseas Securities Offering and Listing, which could affect its ability to raise or utilize funds and may require restructuring of contractual arrangements[168] - The Foreign Investment Law may classify the company's contractual arrangements as foreign investment, potentially requiring market entry clearance or restructuring, especially for value-added telecommunication services[173][176] - The VIE holds critical licenses and assets necessary for operations, and any breach of contractual arrangements by VIE shareholders could hinder the company's ability to conduct business[178] - The company may face challenges enforcing contractual arrangements due to PRC legal limitations on arbitration and interim remedies, potentially affecting business operations[179][180] - Related party transactions under the VIE structure may be scrutinized by PRC tax authorities, leading to potential additional tax liabilities or penalties[181] - Conflicts of interest may arise between the company and VIE stakeholders, including directors and shareholders, which could impact the enforcement of contractual arrangements[182][183] - Acquiring equity ownership of the VIE is subject to limitations under the Negative List for Foreign Investment Access, restricting foreign ownership in value-added telecommunications services[184] - The company faces risks related to foreign investment in China's value-added telecommunications sector due to recent regulatory changes under the FITE Regulation (2022 Version), which may still impose qualification requirements on foreign investors[185] - The company has the exclusive right to purchase equity interests in the VIE at a nominal price, but may face substantial enterprise income tax liabilities if the purchase price is adjusted based on government evaluation[186] Financial Performance and Metrics - BingEx Limited's revenues from the VIE (Variable Interest Entity) were 100.0% in 2021, 96.9% in 2022, 23.2% in 2023, and 19.1% for the six months ended June 30, 2024[4] - BingEx Limited's cash transfers to subsidiaries: RMB719 million in 2021, nil in 2022, RMB34 million in 2023, and nil for the six months ended June 30, 2024[5] - Parent received RMB7 million from subsidiaries in 2023 and for the six months ended June 30, 2024[5] - Parent's subsidiaries paid RMB193 million, RMB189 million, RMB150 million, and RMB6 million to the WFOE in 2021, 2022, 2023, and for the six months ended June 30, 2024, respectively[5] - WFOE and its subsidiaries paid RMB166 million and RMB40 million to the consolidated VIE in 2023 and for the six months ended June 30, 2024, respectively[5] - VIE paid RMB122 million, RMB25 million, RMB176 million, and RMB265 million to the WFOE and its subsidiaries in 2021, 2022, 2023, and for the six months ended June 30, 2024, respectively[5] - VIE transferred RMB129 million, RMB3,479 million, and RMB1,925 million to the WFOE's subsidiaries in 2022, 2023, and for the six months ended June 30, 2024, respectively[5] - BingEx Limited has not declared or made any dividend or other distributions to its shareholders in 2021, 2022, 2023, and for the six months ended June 30, 2024[5] - BingEx Limited's 2023 market share: 33.9%[7] - BingEx Limited's registered customers: 88.9 million as of June 30, 2024[7] - BingEx Limited's revenue: RMB4.7 billion in the last twelve months (LTM) as of June 30, 2024[7] - FlashEx is the largest independent on-demand dedicated courier service provider in China with a 33.9% market share in 2023[10] - FlashEx had approximately 2.7 million registered riders and expanded coverage to 295 cities in China as of June 30, 2024[10] - FlashEx achieved a loss rate of 0.01% in 2023 and maintained a high customer satisfaction rate[11] - FlashEx's average price per order was RMB16.5 in the six months ended June 30, 2024, representing a significant premium compared to other major players[11] - FlashEx fulfilled 270.7 million orders in 2023, up from 213.4 million in 2022 and 158.6 million in 2021[11] - FlashEx's revenues increased from RMB3,039.8 million in 2021 to RMB4,528.8 million (US$623.2 million) in 2023[11] - FlashEx recorded a net income of RMB110.5 million (US$15.2 million) in 2023, compared to net losses of RMB291.0 million and RMB180.4 million in 2021 and 2022, respectively[11] - FlashEx's net income increased from RMB42.1 million in the six months ended June 30, 2023 to RMB123.7 million in the six months ended June 30, 2024[11] - Revenue for the six months ended June 30, 2024, reached millions, with expectations of continued growth and improved profitability through economies of scale[12] - Revenues for the year ended December 31, 2023, were RMB 4,528,826 thousand (US$623,187 thousand), a 13.1$ 54,292 thousand), a 52.2% increase from 2022[30] - Net income for 2023 was RMB 110,499 thousand (US$15,205 thousand), a significant improvement from a net loss of RMB 180,438 thousand in 2022[32] - For the six months ended June 30, 2024, revenues were RMB 2,284,496 thousand (US$ 314,357 thousand), a 7.6% increase from the same period in 2023[30] - Net income for the six months ended June 30, 2024, was RMB 123,683 thousand (US$17,020 thousand), a 194.1$15.2 million) in 2023 and RMB123.7 million (US$17.0 million) for the six months ended June 30, 2024[68] - Net cash used in operating activities was RMB194.9 million in 2021 and RMB86.8 million in 2022, but the company generated RMB45.7 million (US$6.3 million) in 2023 and RMB20.7 million (US$2.8 million) for the six months ended June 30, 2024[68] - The company's profitability in 2023 was largely due to an increase in other income from RMB9.2 million in 2022 to RMB74.3 million (US$10.2 million) in 2023, primarily from government grants[68] Market and Industry Trends - The on-demand delivery market in China grew from RMB164.1 billion in 2019 to RMB338.5 billion in 2023, with a CAGR of 19.8%, and is expected to reach RMB809.6 billion by 2028[10] - FlashEx's independent on-demand dedicated courier market is expected to grow from RMB15.6 billion in 2023 to RMB53.2 billion in 2028, with a CAGR of 27.8%[11] - The company is the largest independent on-demand dedicated courier service provider in China by revenue in 2023[12] - The company faces intense competition in China's on-demand delivery market, with multiple existing players and potential new entrants, which could impact its market share and profitability[61] - The company's growth is highly dependent on the development of China's on-demand delivery industry, which is influenced by factors such as logistics technology, government policies, and macroeconomic conditions[53][54] - The company's business is sensitive to changes in individual consumption power and local retail in China, which are affected by factors like disposable income, consumer preferences, and e-commerce platform reliability[55][56] - The company's brand and reputation are critical to its success, and any negative publicity or perception could harm its ability to attract and retain customers[58][59] - The company must continuously adapt to evolving industry trends, optimize marketing strategies, and comply with changing regulatory requirements to maintain its competitive position[54] - The company's expansion into lower-tier cities in China involves risks such as insufficient demand, cost inefficiency, and competition from local market leaders[104][105] - The company experiences seasonality in its business, with a surge in delivery orders during the fourth quarter and lower activity during Chinese national holidays[124][125] - The company's future performance depends on the continued services of senior management and key employees, and the loss of these individuals could disrupt business operations[126] - The company faces challenges in attracting, training, and retaining qualified personnel, particularly in technical and operational roles, which could impact business growth[127] - The company is subject to claims, lawsuits, and regulatory proceedings, which could result in substantial damages, fines, and penalties, adversely affecting its reputation and financial condition[115] - The company's technology systems are critical to its operations, and any disruptions, such as system failures or cyberattacks, could adversely affect business performance[110][111] - The company plans to expand its Flash-Riders base but faces risks related to delivery capacity management, dispatching optimization, and incentives, which could lead to insufficient delivery resources and increased costs[128] - The company has outstanding options to purchase 2,395,881 Class A ordinary shares and 5,299,000 restricted share units, with share-based compensation expenses of RMB121.9 million expected upon completion of the offering[131] - The company's business relies heavily on public telecommunications and internet infrastructure, and any deficiencies could impair service performance and customer retention[132] - The company is subject to evolving PRC laws and regulations, including potential new requirements for on-demand courier services, which could increase compliance costs and operational challenges[135] - The Anti-Monopoly Guidelines for Internet Platforms, effective February 7, 2021, may require adjustments to the company's business practices, potentially leading to increased costs and regulatory scrutiny[136] - The company may require additional capital to support growth, but there is no guarantee that such capital will be available on favorable terms or at all[140] - The company faces risks related to intellectual property protection, including potential challenges, invalidations, or misappropriations of its IP rights[141] - The COVID-19 pandemic has adversely affected the company's business, with declines in delivery demand during severe periods of the pandemic[146] - Future impacts of COVID-19 on the company's operations will depend on factors such as new variants and containment efforts[147] - The company faces significant risks from natural disasters, health epidemics, and other outbreaks, which could severely disrupt operations and materially reduce revenue and profitability[148] - Overseas regulators face challenges in conducting investigations or collecting evidence within China due to legal restrictions and lack of mutual cooperation mechanisms[149] - The company's preferred shareholders have redemption rights that raise substantial doubt about its ability to continue as a going concern, with a potential significant redemption amount if a qualified IPO is not completed by December 31, 2024[152] - The PCAOB historically could not inspect the company's auditor in China, but as of December 15, 2022, mainland China and Hong Kong were removed from the list of jurisdictions where inspections were impossible[153][156] - The company's ADSs may be prohibited from trading in