The China Securities Regulatory Commission (CSRC) requires Cainiao to issue supplementary materials for overseas listing filing, involving equity structure and independence

Cainiao was required by the China Securities Regulatory Commission to issue supplementary materials for the filing of overseas issuance and listing, involving six aspects such as equity structure and independence.

On the evening of November 10, the China Securities Regulatory Commission issued supplementary material requirements for the filing of overseas issuance and listing, including Cainiao Smart Logistics Network Co., Ltd. (hereinafter referred to as "Cainiao"), requiring the company to provide supplementary explanations on six matters: equity structure, equity incentive, control structure, standardized operation, independence, and spin-off arrangement.

Previously, on September 26, Cainiao submitted a prospectus to the Hong Kong Stock Exchange, becoming the first business group of Alibaba Group to launch an IPO after "1+6+N". On the evening of October 13, according to the website of the China Securities Regulatory Commission, the Securities Regulatory Commission had received the filing materials for Cainiao's listing in Hong Kong on October 10.

Founded in 2013 by Alibaba Group and other partners, Cainiao was incorporated as the holding company of the Group on May 20, 2015 and became a subsidiary of Alibaba in 2017. At present, it has developed into the world's largest cross-border e-commerce logistics service company and a leader in domestic logistics services.

In terms of shareholding structure, explain the reasons why Alibaba Group and Shen Guojun hold shares in the company through multiple overseas shareholding platforms, and explain the specific situation of Guojun Evergreen Trust in accordance with the regulatory guidelines; The table describes the equity transfer price, pricing basis, price payment and tax payment of Profit Reach, Elite Data and Stater Investment Holdings Limited; Explain the reasons why Ali KB Investment holds part of the shares of Elite Data on behalf of Ali KB Investment and the reinstatement of the holding on behalf of Ali KB Investment.

In terms of the control structure, the consideration, pricing basis and tax payment of the main domestic operating entities Cainiao Network, Hangzhou Cainiao Logistics, Shenzhen Beiling Shareholders two equity transfers, Zhejiang Xinyi Shareholders 10th to 17th Equity Transfers, Zhejiang Danniao Shareholders 6th Equity Transfer, and Zhejiang Yizhan Shareholders 1st and 2nd Equity Transfers are explained; Explain the reasons for the signing of the two sets of agreements between Zhejiang Cainiao, Hangzhou Cainiao and the shareholders, and explain the specific background of the shareholders of Hangzhou Yuehu, the reasons why they do not hold shares at the issuer level, whether there is nominee holding, and the risks and countermeasures such as the stability of control and the default of relevant entities that may be caused by the relevant arrangements; Where the acquisition of assets and rights and interests of a domestic enterprise involves foreign investment management procedures, the list indicates the performance of the relevant procedures.

In terms of independence, it indicates the independence of the issuer and its parent company, Alibaba, in terms of business, assets, personnel, institutions, finances, etc.; Categorize and explain the specific situation and proportion of related party transactions; the link, fairness and substitutability of related party transactions; Explain the proportion of customers and suppliers that overlap with the parent company.

In terms of spin-off arrangements, the Company discloses the key considerations, spin-off principles and overall arrangements for the spin-off of assets or businesses controlled by Alibaba Group, the operational independence of the other (proposed) spin-off business segments, and explains the name of the (proposed) spin-off business segment, the (planned) listing place and listing time, and the current stage of the separation.

According to the prospectus sorted out by the previous reporter, from fiscal year 2021 to fiscal year 2023 (year ended March 31), rookie revenue has increased year by year, with 52.733 billion, 66.867 billion yuan, and 77.8 billion yuan respectively, and the revenue in fiscal year 2022 and fiscal year 2023 has increased by about 27% and about 16% year-on-year respectively, with a total revenue of 197.4 billion yuan in the past three fiscal years. In the first quarter of fiscal year 2024 as of June 30 this year, Cainiao's revenue was 23.164 billion yuan, a year-on-year increase of 34%. The revenue growth in the first quarter of 2024 was mainly due to the growth of international logistics services and domestic logistics services.

In terms of profit, the net loss of rookies in the past three fiscal years was 2.015 billion yuan, 2.286 billion yuan and 2.801 billion yuan respectively, with a cumulative loss of more than 7.1 billion yuan in three years. In the first quarter of fiscal year 2024, Cainiao turned losses into profits, with a net profit of 288 million yuan, compared with a net loss of 370 million yuan in the same period last year.

Among them, Cainiao's revenue from Ali Group, its largest customer, accounts for about 30%. Despite Cainiao's synergy with Alibaba and its deep connection with customers, the prospectus also emphasizes the independence of Cainiao's operations, which not only meets the logistics needs of the Alibaba ecosystem, but also serves consumers, merchants and enterprises outside the ecosystem, and does not rely on Alibaba to obtain such merchants or brands as customers.

According to the latest shareholding structure, Alibaba Group, which contributes 30% of revenue, holds nearly 70% of Cainiao, and Shen Guojun, the second largest shareholder, holds a total of about 14.59% of Cainiao. Among them, Keen Leap holds 1.42%, Elite Data holds 4.03%, Elite Idea holds 0.37% and Profit Reach holds 8.07%, with a total stake of about 13.89%. In addition, another 108.5 million shares are held by Ali KB Investment under a tax custody arrangement with Shen Guojun.

It is worth noting that from the initial shareholding of 32.32% to the current 14.59%, Shen Guojun's shareholding has shrunk by more than half.

According to the prospectus, Shen Guojun is the founder of China Yintai Investment Co., Ltd., a diversified industrial development and investment group with major business portfolios including Yintai Commercial Group, Yintai Land Group, Yintai Charity Fund and Yintai Investment and Financial Group.

Profit Reach, in which the above shareholding is held, is a limited company incorporated in the British Virgin Islands. It is directly and wholly owned by Profit Reach Holdings Limited, which in turn is wholly owned by Guojun Evergreen Limited. Elite Data, Keen Leap and Elite Idea are all incorporated in the British Virgin Islands with limited liability and are directly wholly owned by Guojun Evergreen Limited. Guojun Evergreen Limited is wholly beneficially owned by Guojun Evergreen Trust, and it is a family trust established by Shen Guojun as the settlor for the benefit of Shen Guojun and his family members. Cantrust (Far East) Limited is the trustee of Guojun Evergreen Trust.