近日，中国证监会发布《境外发行上市备案补充材料要求(2025年12月29日—2026年1月4日)》。中国证 监会国际司共对13家企业出具补充材料要求，其中，要求嗨学网补充说明股权变动与股东情况等事项。 据港交所10月28日披露，北京嗨学网教育科技股份有限公司向港交所主板提交上市申请书，招银国际为 独家保荐人。 证监会请嗨学网补充说明以下事项，请律师核查并出具明确的法律意见： 一、关于股权变动与股东情况：(1)请说明你公司历次增资及股权转让定价依据，是否实缴出资，是否 存在未履行出资义务、抽逃出资、出资方式存在瑕疵的情形；(2)请说明你公司历史沿革中是否存在股 份代持情形；(3)请说明你公司股东檀英投资向上穿透后的境内主体是否存在法律法规禁止持股的主 体。 二、请说明你公司及下属公司经营范围包含"增值电信业务；数据处理服务；互联网数据服务；数据处 理和存储支持服务；广告设计、代理、发布、制作；市场调查"的具体情况，是否实际开展相关业务及 具体运营情况，是否已取得必要的资质许可，经营范围和实际业务开展是否涉及限制或禁止外商投资领 域，外资持股比例上限规定，以及本次发行上市及"全流通"前后是否持续符合外商投资准入政 ...

Core Viewpoint - Beijing Haixue Education Technology Co., Ltd. (referred to as "Haixue") has submitted its listing application to the Hong Kong Stock Exchange, but the company has faced significant financial losses and ongoing issues related to customer complaints and refund difficulties [1][7]. Financial Performance - Haixue reported losses of RMB 1.86 billion, RMB 1.75 billion, RMB 906.9 million, and RMB 1.58 billion for the years 2022 to 2024 and the first half of 2025, with the loss in the first half of 2025 exceeding both the same period last year and the total for the previous year [1][2]. - The company's revenue for the same periods was RMB 4.00 billion, RMB 4.72 billion, RMB 5.11 billion, and RMB 2.32 billion, showing a decline of 5.5% in the first half of 2025 compared to the previous year [2][5]. Business Model and Revenue Sources - Haixue primarily provides online vocational training services, with a significant portion of its revenue derived from construction-related vocational qualification courses, which accounted for 68.2%, 61.5%, 59.3%, and 59.8% of total revenue from 2022 to the first half of 2025 [4][5]. - The company has a high gross profit margin, with rates of 78.6%, 81.1%, 81.6%, and 85.8% for the same periods, but high marketing expenses have led to net losses [4][5]. Customer Complaints and Refund Issues - Haixue has been criticized for misleading advertising, inducing students to take loans for courses, and difficulties in obtaining refunds, with over 8,400 complaints filed on the Black Cat Complaints platform as of November 6, 2025 [1][7]. - The company's contract liabilities reached RMB 301 million by the first half of 2025, with a rising refund rate of 15.9%, indicating increasing customer dissatisfaction [12][7]. Employee Structure and Marketing Expenses - As of the first half of 2025, Haixue employed 1,258 full-time staff, with 80% (1,006 employees) dedicated to sales and marketing, reflecting a heavy reliance on marketing to drive revenue [4][5]. - Marketing expenses for the years 2022 to 2025 were RMB 2.85 billion, RMB 3.15 billion, RMB 3.30 billion, and RMB 1.47 billion, with corresponding sales expense ratios of 71.3%, 66.8%, 64.7%, and 63.4% [4].

Core Insights - The company, Haixue.com, is a leading player in the online vocational training sector in China, having achieved significant growth since its establishment in 2012, and is set to become the fourth largest online vocational training service provider in China by 2024 [1] - Despite its market position, the company faces challenges including heavy reliance on marketing, frequent disputes, and ongoing losses [1] Group 1: Business Model and Marketing Strategy - Haixue.com has served approximately 4.3 million paying users and over 130 enterprises and institutions by utilizing precise customer acquisition strategies on major e-commerce and social media platforms [2] - The company employs a large marketing team, with 80% of its 1,258 employees dedicated to sales and marketing, while only 10.6% are instructors [2][3] - Marketing expenses have been substantial, with figures of 285 million, 315 million, 330 million, and 147 million yuan for the years 2022 to 2025, representing 71.3%, 66.8%, 64.7%, and 63.4% of revenue respectively [3] Group 2: Consumer Complaints and Legal Issues - Haixue.com has been associated with negative labels such as "false promises" and "difficulties in refunds," with numerous consumer complaints regarding misleading sales practices and unclear refund conditions [4][5] - In 2023, there were 27 complaints on the Sichuan government platform regarding refund issues, with many consumers claiming they were misled into paying fees [5] Group 3: Financial Performance and Challenges - The company has shown revenue growth, with figures of 400 million, 472 million, 511 million, and 232 million yuan for the years 2022 to 2025, alongside high gross margins of 78.6%, 81.1%, 81.6%, and 85.8% [6] - Despite revenue growth, Haixue.com has not achieved profitability, reporting losses of 186 million, 175 million, 90.69 million, and 158 million yuan for the same periods [6][7] - Employee costs have also risen, with figures of 171 million, 192 million, 213 million, and 92 million yuan, constituting 60% to 64.5% of sales and marketing expenses [7] Group 4: Future Outlook - The company's future profitability is contingent on various factors, including expansion, competition, customer preferences, and regulatory environment, indicating potential for continued losses if costs cannot be controlled [8]

Core Viewpoint - The article highlights the challenges faced by Haixue.com, a leading player in the online vocational training sector in China, as it prepares for its IPO in Hong Kong. Despite its strong market position, the company is grappling with high marketing dependency, frequent disputes, and ongoing losses [1]. Group 1: Company Overview - Established in 2012, Haixue.com has become the fourth largest online vocational training service provider in China by 2024, and it is the largest provider in the online construction vocational training sector [1]. - As of mid-2025, Haixue.com has served approximately 4.3 million paying users and over 130 enterprises and institutions [3]. Group 2: Marketing Strategy - The company employs a significant number of marketing personnel, with 80% of its 1,258 full-time employees dedicated to sales and marketing, while only 10.6% are instructors [2][3]. - Marketing expenses have been substantial, with figures for 2022 to 2025 showing costs of 285 million, 315 million, 330 million, and 147 million yuan, respectively, accounting for 71.3%, 66.8%, 64.7%, and 63.4% of revenue during those periods [4]. Group 3: Consumer Complaints - Haixue.com has faced numerous consumer complaints regarding misleading sales practices and difficulties in obtaining refunds, with reports of consumers being misled into paying for expensive courses under false pretenses [5][6]. - In 2023, there were 27 complaints on a consumer platform in Sichuan regarding refund issues, with many consumers claiming they were induced to pay without proper qualifications [7][8]. Group 4: Financial Performance - Despite high revenue growth, Haixue.com has not achieved profitability, reporting losses of 186 million, 175 million, and 90.69 million yuan from 2022 to 2024, with a continued loss of 158 million yuan in the first half of 2025 [9][10]. - The company’s revenue for 2022, 2023, 2024, and the first half of 2025 was 400 million, 472 million, 511 million, and 232 million yuan, respectively, with gross margins of 78.6%, 81.1%, 81.6%, and 85.8% [10][11].

Core Viewpoint - The company, Haixue.com, is a leading player in the online vocational training sector in China, facing significant challenges including high marketing dependency, frequent disputes, and ongoing losses despite its market position and revenue growth [1][6]. Group 1: Company Overview - Established in 2012, Haixue.com has become the fourth largest online vocational training service provider in China by 2024, and the largest in online construction vocational training [1]. - The company has a strong shareholder base, including Zhengxin Valley Capital and TAL Education Group [1]. Group 2: Marketing Strategy - Approximately 80% of Haixue.com's employees are in sales and marketing, with only 10.6% being instructors and 4.5% in research and development [2]. - The company employs a strategy of acquiring new users through targeted marketing on e-commerce and social media platforms, offering free introductory materials to convert users into paying customers [2][3]. - Marketing expenses have been substantial, with figures of 285 million, 315 million, 330 million, and 147 million yuan for the years 2022 to 2025, representing 71.3%, 66.8%, 64.7%, and 63.4% of revenue respectively [3]. Group 3: Consumer Complaints - Haixue.com has faced numerous consumer complaints regarding misleading sales practices and difficulties in obtaining refunds, with many users feeling misled by promises of guaranteed exam success [4][5]. - In 2023, there were 27 complaints on the Sichuan government platform regarding refund issues, highlighting the challenges consumers face in navigating the company's refund policies [5]. Group 4: Financial Performance - Despite high revenue growth, Haixue.com has not achieved profitability, reporting losses of 186 million, 175 million, 90.69 million, and 158 million yuan for the years 2022 to 2025 [6][7]. - Revenue figures for the same period were 400 million, 472 million, 511 million, and 232 million yuan, with gross margins remaining high at 78.6%, 81.1%, 81.6%, and 85.8% [6]. - Employee costs have also risen significantly, accounting for 60% to 64.5% of marketing expenses during the same period, indicating a direct correlation between revenue growth and increased staffing costs [7].

Core Viewpoint - Beijing Haixue Education Technology Co., Ltd. has officially submitted its prospectus for an IPO on the Hong Kong Stock Exchange, highlighting its 15-year history as an online vocational training platform and its notable market performance [1] Financial Performance - The company's revenue has shown a growth trend in recent years, with figures of 400 million yuan, 472 million yuan, and 510 million yuan projected for 2022, 2023, and 2024 respectively [2] - However, the company has experienced significant fluctuations in profit, with losses of 186 million yuan, 175 million yuan, and 90.69 million yuan during the same period [2] - In the first half of 2025, the revenue continued to follow this trend, amounting to 232 million yuan [2] Shareholding Structure - Prior to the IPO, the company's concerted action parties collectively hold approximately 32.61% of the voting rights, with Liang Re as a key figure controlling about 29.91% of the voting rights through entities he controls [2]