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 ...

招股书显示，根据弗若斯特沙利文报告，2024年按收入计，嗨学网是中国第四大在线职业能力培训服务 提供商。根据相同报告，2024年按收入计，该公司还是中国最大在线建筑职业能力培训服务提供商以及 第二大在线应急安全职业能力培训服务提供商。该公司的产品涵盖建筑施工、应急安全、财会经济、法 律及医疗卫生等领域，且专为有关领域特定要求定制培训服务及解决方案。 三、关于规范运作情况：(1)请说明你公司及下属公司劳动、社会保险与住房公积金的合规情况；(2)请 说明你公司及下属公司未决诉讼的具体情况及最新进展、因虚假宣传受行政处罚后的整改情况、以及未 办理房屋租赁登记备案手续的原因；上述情形是否对日常经营产生重大不利影响，是否对本次发行上市 构成实质性障碍。 四、请说明你公司及下属公司是否涉及开发、运营网站、小程序、APP、公众号等产品，是否涉及向第 三方提供信息内容，提供信息内容的类型以及信息内容安全保护措施；同时说明收集及储存的用户信息 规模、数据收集使用情况，上市前后个人信息保护和数据安全的安排或措施。 五、请说明本次拟参与"全流通"股东所持股份是否存在被质押、冻结或其他权利瑕疵的情形。 六、请说明你公司前期进行A股上 ...

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 Viewpoint - Beijing Haixue Education Technology Co., Ltd. (Haixue) has submitted an IPO application to the Hong Kong Stock Exchange, aiming to raise funds for AI research, business expansion, and acquisitions despite ongoing losses and increasing refund rates [2][6]. Financial Performance - Haixue reported revenues of 400 million yuan, 472 million yuan, 511 million yuan, and 232 million yuan for the years 2022, 2023, 2024, and the first half of 2025, respectively [3] - The net losses for the same periods were 186 million yuan, 175 million yuan, 90.7 million yuan, and 158 million yuan, with gross margins of 78.6%, 81.1%, 81.6%, and 85.8% [3] - The first half of 2025 saw a 125.7% year-on-year increase in losses, surpassing the total net loss for 2024, while revenue decreased by 5.3% year-on-year [3] Customer Acquisition and Retention - Haixue's customer acquisition costs increased, with figures of 414.8 yuan, 301.6 yuan, 428.7 yuan, and 441.2 yuan during the reporting periods [3] - The number of paid users fluctuated, with 687,400, 1,045,600, 770,400, and 333,100 users in the respective years [4] - Refund rates rose significantly, reaching 9.1%, 9.9%, 10.5%, and 15.9% during the reporting periods, indicating challenges in customer retention [4][5] Business Structure and Market Position - Haixue's revenue is heavily reliant on construction-related courses, which accounted for 68.2%, 61.5%, 59.3%, and 59.8% of total revenue during the reporting periods [6] - The company is attempting to diversify into new fields such as finance, law, and healthcare, but acknowledges that returns from these new ventures may initially be lower than from existing offerings [6] AI Technology Initiatives - In 2025, Haixue established an independent AI innovation team to develop AI applications for educational support, teaching assistance, and marketing [7] - R&D expenditures were significantly lower than marketing costs, with figures of 24.5 million yuan, 20 million yuan, 23.7 million yuan, and 9.2 million yuan during the reporting periods [7] - The company is facing negative operating cash flow, with a reported negative cash flow of 1.5 million yuan in the first half of 2025, raising concerns about its ability to sustain operations without additional financing [7]

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] Marketing and Operational Structure - A significant portion of the workforce, approximately 80%, is dedicated to sales and marketing, with only 10.6% being instructors and 4.5% in research and development [2][3] - The company has incurred substantial marketing expenses, with figures for 2022 to 2025 showing costs of 285 million, 315 million, 330 million, and 147 million yuan, respectively, which represent 71.3%, 66.8%, 64.7%, and 63.4% of revenue during those periods [3] Consumer Complaints and Legal Issues - The company has been associated with negative consumer feedback, including allegations of misleading sales practices and difficulties in obtaining refunds, with numerous complaints reported on social media and consumer platforms [4][5] - Many consumers have claimed they were misled into paying for courses under false pretenses, leading to challenges in obtaining refunds due to stringent conditions outlined in service agreements [6] Financial Performance - Despite high revenue growth, with figures of 400 million, 472 million, 511 million, and 232 million yuan for the years 2022 to 2025, the company has not achieved profitability, reporting losses of 186 million, 175 million, 90.69 million, and 158 million yuan in the same periods [7] - The company's high gross margins, which were 78.6%, 81.1%, 81.6%, and 85.8% respectively, are overshadowed by significant marketing expenditures that erode profit margins [7][8] - Employee costs have also risen in tandem with revenue, with figures reaching 171 million, 192 million, 213 million, and 92 million yuan, representing 60% to 64.5% of marketing expenses during the same periods [8]

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, HiLearn, has submitted its application for a mainboard listing on the Hong Kong Stock Exchange, aiming to capitalize on the growing online vocational training market while facing significant financial challenges and operational risks [1][15]. Company Overview - HiLearn, established in 2010, provides online vocational training services targeting both individual and corporate users, with courses in various fields including construction, emergency safety, finance, law, and healthcare [1]. - The company operates under three main brands: "HiLearn," "Jingjin," and "Shupeitong," covering basic training, advanced improvement, and corporate services [1]. Market Position - According to a report by Frost & Sullivan, HiLearn is the fourth largest online vocational training provider in China by revenue as of 2024, leading in construction vocational training and ranking second in emergency safety training [3]. - As of mid-2025, the company has approximately 4.3 million cumulative paid individual users and over 130 corporate clients [3]. Financial Performance - The company's revenue has shown stable growth, with figures of 400 million yuan, 472 million yuan, and 511 million yuan for the years 2022, 2023, and 2024 respectively, reflecting a compound annual growth rate of 13.0% [4]. - Notably, the gross profit margin has increased from 78.6% in 2022 to 81.6% in 2024, and further to 85.8% in the first half of 2025, significantly above the industry average of 60%-70% [4]. Profitability Challenges - Despite high gross margins, the company has reported substantial losses, with attributable losses of approximately 186 million yuan, 175 million yuan, 90.69 million yuan, and 158 million yuan for the years 2022, 2023, 2024, and the first half of 2025 respectively [5]. - The high marketing and sales expenses, which exceeded 60% of revenue, are primarily driven by a heavy reliance on human marketing teams, with employee costs constituting about 60% of marketing expenses [5][6]. Customer Acquisition Costs - The cost of acquiring a single paid user has fluctuated, with figures of 414.8 yuan, 301.6 yuan, 428.7 yuan, and 441.2 yuan from 2022 to the first half of 2025 [6]. - The one-time nature of vocational training services leads to a high turnover of users post-qualification, necessitating continuous investment in acquiring new users [6]. Business Structure Risks - The company's revenue is heavily dependent on construction-related vocational qualification courses, which consistently account for around 60% of total revenue from 2022 to mid-2025 [7]. - The "Shupeitong" brand, aimed at corporate services, remains underdeveloped, generating only 4.12 million yuan in revenue in the first half of 2025, contrasting sharply with the 98.2% revenue share from individual users [7]. Policy Dependency - The company's focus on policy-driven sectors like construction and emergency safety has provided short-term benefits but limits long-term growth potential due to its concentrated business model [8]. AI Technology Initiatives - HiLearn is exploring AI technology applications, having developed over 30 AI agents since 2024, including tools like AI Study Assistant and AI Academic Assistant [9][10]. - The AI Study Assistant has reportedly been used over one million times, leading to a 32.3% decrease in human query responses in Q2 2025 [10]. Research and Development Concerns - R&D expenditures from 2022 to 2024 were 24.5 million yuan, 20 million yuan, and 23.7 million yuan, representing less than 5% of revenue, with a 23.3% year-on-year decline in the first half of 2025 [11]. User Experience Issues - The company's refund rate has increased from 9.1% in 2022 to 15.9% in the first half of 2025, with numerous complaints regarding refund difficulties and service discrepancies [12]. Legal Risks - HiLearn is involved in 905 legal cases, with nearly 90% of these cases being education training contract disputes, indicating significant legal exposure [13]. Industry Outlook - The online vocational certification exam market in China is projected to grow from 34.5 billion yuan in 2024 to 44 billion yuan by 2029, with the online vocational training market expected to reach 60.2 billion yuan by 2029, reflecting a compound annual growth rate of 5.1% [14]. Future Plans - The company plans to use the funds raised from its IPO to expand product services, sales networks, and advance AI technology development, with a strategic focus on infrastructure, data collection, and AI application development over the next five years [15].

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 - The company, HiLearn, is pursuing an IPO on the Hong Kong Stock Exchange despite facing multiple challenges, including continuous losses, a concentrated business structure, rising refund rates, and frequent user complaints. The integration of AI technology in online vocational training is seen as a potential breakthrough for the company and the industry [1]. Business Structure - HiLearn's revenue is heavily reliant on construction-related vocational qualification exams, accounting for 68.2%, 61.5%, 59.3%, and 59.8% of total revenue from 2022 to the first half of 2025 [3][6]. - The company serves approximately 4.3 million paying users and over 130 enterprises and institutions, with its product matrix including "HiLearn," "Jingjing," and "Shupeitong" [2]. Financial Performance - The company's revenue for 2022, 2023, 2024, and the first half of 2025 was approximately 400 million, 472 million, 511 million, and 232 million RMB, respectively, with gross profits of 315 million, 383 million, 416 million, and 199 million RMB [9]. - Despite a gross margin of around 78.6% to 85.8%, the company has reported significant losses, totaling approximately 610 million RMB over the same period [9]. User Complaints and Refund Rates - The refund rates for HiLearn's courses have been increasing, reaching 9.1%, 9.9%, 10.5%, and 15.9% from 2022 to the first half of 2025 [14][17]. - The company has faced numerous complaints regarding refund difficulties and service quality, with 8,414 complaints recorded on a consumer complaint platform [17][18]. AI Integration and Market Outlook - HiLearn plans to invest in AI technology to enhance operational efficiency and reduce customer acquisition costs, with the online vocational certification exam market projected to grow from 279 billion RMB in 2020 to 440 billion RMB by 2029 [19][20]. - The company has established an independent AI innovation team and aims to develop AI tools for educational support and marketing [20].