People close to the China Securities Regulatory Commission stated to narwhal science and technology that the domestic exchange would be the primary market for Xiaomi, that is to say, Xiaomi would issue more shares of the A-shares underlying the CDR issued by the Shanghai Stock Exchange than the stock issued by the Hong Kong Stock Exchange, exceeding this time. 50% of the newly issued shares.
For the hot topics such as the scale of CDR issuance of the Hong Kong and A shares in the market, pricing principles, etc., on June 14 Xiaomi Group updated the CDR prospectus, and the above issues were preliminarily finalized.
On June 14th, Xiaomi updated the prospectus on the official website of the China Securities Regulatory Commission, stating clearly that the proportion of the basic stocks corresponding to the CDRs issued this time to the total share capital of the Hong Kong stocks after issuance was not less than 7%, and the CDR was issued this time. The corresponding underlying shares account for no less than 50% of the total CDR and Hong Kong stocks issued (including the size of old shares issued).
A person close to the China Securities Regulatory Commission stated to narwhal science and technology that this would indicate that the domestic exchange would be the primary market for Xiaomi, that is to say, Xiaomi would issue more shares in the A-share underlying shares issued by the Shanghai Stock Exchange than the stock issued by the Hong Kong Stock Exchange. 50% of the newly issued shares.
In addition, narwhal technology confirmed through multiple independent sources that Xiaomi used A shares as its major public offering location and priced the Hong Kong stocks according to the principles of CDR issuance. The CDR's corresponding A share price will not be high. Hong Kong stock price.
In addition, Xiaomi disclosed in the updated shares that Lei Jun was granted 9.8 billion stock payment fees, 84 regulatory Q&A priorities, senior management shareholdings, various business gross margins and comparison with the industry, Xiaomi Finance strived for independence after 5 years, etc. Heavy problem.
CDR shares account for over 50% of Xiaomi’s newly issued shares. A share price is not higher than Hong Kong stocks.
On June 14th, the official website of the China Securities Regulatory Commission updated the Xiaomi Group Depositary Receipt (CDR) prospectus. This time, Xiaomi disclosed for the first time that the proportion of its basic stocks for CDR is not less than 7 percent of the total shares after the issuance of Hong Kong stocks. %, The proportion of the underlying shares corresponding to the issuance of CDR to the total size of the CDR and Hong Kong stock issuance (including the size of the old shares) is not less than 50%.
The updated prospectus also shows that the CDR found that the price was determined using the method of inquiry, and the CDR's issuance will be priced in accordance with the Hong Kong stocks' lower principle, but the final issuance quantity shall be based on the CDR issued by the China Securities Regulatory Commission.
Then, according to the CDR issue of shares not less than 7% of the total capital of Xiaomi’s total capital, it has not yet been finalized. If the market’s current estimated market value of US$68 billion to US$80 billion, the CDR financing amount will be US$4.8 billion. Between 5.6 billion U.S. dollars.
Earlier, the research report written by Sun Jinyi, director of the New Era Securities Research Institute, stated that Xiaomi's issuance of a financing-type CDR is the issuance of new securities to issue CDR. Reference to the Hong Kong Depository Receipts issued accounts for 5%-10% of the underlying securities. The share of basic securities issued by Taiwan Depository Receipts and Taiwan Deposits accounted for approximately 7% of the underlying securities. The sales ratio of Xiaomi CDR to its basic securities (Hong Kong stocks) will be around 5%.
In addition, referring to the strategic allotment of industrial wealth alliances, several agencies believe that Xiaomi CDR's placement process will be similar to that of Industrial Fulian, and there will be a corresponding lock-up period on strategic allotment shares and some offline delisting shares.
Over 80 Regulatory Questions Focused on Compliance, Internet Qualification, Risk and Letter Approval
Compared with the previous version of the prospectus, the updated prospectus provided a total of more than 80 questions about the feedback from the Securities Regulatory Commission on Xiaomi. The number of feedback has reached more than 100, and the average time is about 40. The opinion is doubled.
According to the prospectus, from the perspective of the feedback opinions, the CSRC focuses on regulatory issues, risks, information disclosure issues, and other issues, including legal compliance and horizontal competition, financial services, and ecological chain corporate issues. And whether there is the key content of horizontal competition, Xiaomi governance, ecological chain enterprises, financial and financial services, equity incentives, related transactions, etc.
Among them, for regulatory issues, the China Securities Regulatory Commission has listed a total of 38 items of concern. The top ranking is legal compliance and horizontal competition, financial services and ecological chain corporate issues.
Taking legal compliance as an example, the China Securities Regulatory Commission pointed out that Xiaomi does not yet have access to games and online reading of “Internet publishing service licenses,” and information network dissemination, according to the disclosure of the prospectus. Audiovisual Program Permit, Internet News Information Service Permit. The issuer is required to provide additional disclosures as to whether the qualifications of certain operating businesses have not yet obtained major violations of laws and regulations, whether it has been confirmed by the relevant competent departmental documents, and whether it can maintain the continued operation of the millet business. There is a risk of administrative penalties or the risk of business suspension. Please ask the sponsoring institution and lawyers to check and give clear opinions.
At the same time, Xiaomi disclosed in the prospectus that there may be risks such as various types of claims for infringement or misuse of intellectual property rights.
Strive to achieve millet financial independence within 5 years
On June 11, Xiaomi mentioned that the prospectus shows that as of the signing date of this prospectus, Xiaomi’s financial-related businesses have been reorganized to Xiaomi Finance, which is a wholly-owned subsidiary of Xiaomi Group. Based on future business development plans, Xiaomi Group It is planned to use the equity incentive method to gradually strip millet finance as an independent operator.
The updated prospectus further stated that in order to achieve the divestment of Xiaomi Finance, Xiaomi Group has made an equity incentive plan that accounts for 60% of Xiaomi Finance’s current shareholding ratio at the financial level of Xiaomi, and strives to pass Xiaomi Finance’s own business development within five years. Formed capital accumulation and external independent financing to obtain more working capital, to achieve the independent operation of the millet finance, the repayment of loans and guarantees with the Xiaomi Group, Xiaomi Finance is no longer included in the scope of the merger of the millet group, to achieve financial business divestiture.
Executive Q1 receives a salary of 132 million yuan
The updated CDR prospectus shows that Xiaomi has 7 directors in total, including 3 independent directors. Lei Jun is the chairman and CEO; Lin Bin is the director and the president; Xu Dalai is the director; Liu Qin is the director. Chen Dongsheng, Li Jiajie, Wang Xiaode is an independent director whose appointment takes effect after Xiaomi Group is listed on the Hong Kong Stock Exchange.
In addition, Xiaomi Group’s stock options and restricted stocks were also announced.
The specific situation is as shown below:
The prospectus shows that from January 2017 to March 2018, the company’s directors did not receive salary from Xiaomi Group. In 2017, the company’s senior management received a total salary of RMB 202.83 million from Xiaomi Group; from January to March 2018, the company Senior management received a total salary of RMB 132,220,000 from Xiaomi Group.
The gross margin of smartphones is lower than that of Samsung, Apple, Xiaomi Q1 gross margin 3.10%
The prospectus shows that during the reporting period (2015, 2016, 2017, 2018 Q1), the gross profit margins of millet smartphones were 3.25%, 5.72%, 11.59%, and 8.49%, respectively, and millet expressed the change in gross profit margin and average unit price of smartphones. Changes in unit cost. The 2017 smartphone unit price changed little, the average unit price of smart phones in January-March 2018 decreased, mainly due to the higher sales of red rice series handsets in India. Changes in unit cost of smartphones. Trends and unit prices are basically the same.
Xiaomi said that the decline in gross profit margin of smart phones in the first quarter of 2018 was mainly related to seasonal factors, and the factors that affected the decline in gross profit margin were not sustainable. The first quarter was usually the off-season of new models of smart phones, and the current model of smartphones was relatively old. And will be appropriate price promotions, so the product gross margin level is relatively low.
The relatively high gross profit margin of smartphones in 2017 is mainly related to the following two factors: 1) Xiaomi strengthened supply chain and cost control in the year, increased sales volume at the same time, and the scale effect led to a decrease in costs; 2) the company's brand effect gradually increased, and pricing strategy Maori space has improved.
During the reporting period, Xiaomi’s smartphone business margin compares with comparable companies in the same industry as follows:
During the reporting period, the gross profit margin of the company's smartphone business was lower than that of comparable companies in the same industry. The main reasons were: 1. The company's smartphone business always adhered to the strategy of maintaining a low gross margin on the premise of ensuring the performance and quality of hardware products; The combined gross margin of Apple and Samsung Electronics includes other high-margin products (such as Internet services), so its comprehensive gross margin may be higher than that of mobile handsets.
Xiaomi’s 2017 Internet Business Gross Margin Rate BAT
Lei Jun believes that Xiaomi is not a pure hardware company, but an innovation-driven Internet company. Specifically, Xiaomi is an Internet company with mobile phones, smart hardware and IoT platforms as its core. The Hong Kong Stock Exchange prospectus disclosed that Xiaomi’s online service revenue Accounting for only 8.6%. Mobile phone revenue accounted for more than Qi Cheng.
Although the proportion of Internet service revenue is low, its gross profit margin is the highest among the three major businesses. The prospectus shows that in 2015, 2016, 2017, and the first quarter of 2018, they achieved 64.81%, 65.54%, 64.10 respectively. % and 65.58% of gross profit margin. During the reporting period, Baidu, Alibaba and Tencent's Internet service business gross margin was between 49% and 67%.
The prospectus shows that during the reporting period, Xiaomi’s gross margin of Internet service business was higher than that of comparable companies. The main reasons are: 1. There is a certain difference between the service structure of Internet services and the business structure of comparable companies, which leads to differences in the level of gross margin; The company naturally acquires a large amount of user traffic resources through sales of terminal hardware devices such as smart phones, and on this basis, the related external flow procurement costs and content purchase costs are relatively small when the Internet advertising promotion business is carried out, and other comparable companies such as Tencent exist. A lot of video content procurement costs, so the company's advertising business gross profit margin is relatively high, making the overall gross profit margin of Internet service business higher.
Xiaomi made a risk warning to the Internet business in the prospectus. The advertising business is the primary source of income for the company's Internet services. The company cannot guarantee that it will continue to attract new advertisers and retain the company’s existing advertisers. Xiaomi and most advertisers There is no long-term agreement between them, so they may interrupt the company's business cooperation at any time without having to bear high liability for breach of contract.
In addition, the mobile game operations business is a major component of the Internet value-added services business. The key to the success of Xiaomi’s game operation business is whether it can obtain suitable third-party game products on reasonable terms, and the company may not recognize popular and profitable games. Products, and operating such games under acceptable license terms. Competition in the Chinese and overseas game markets is becoming increasingly fierce and may therefore adversely affect the revenue sharing between Xiaomi and game developers, which may affect the company’s game operations. income.