In the second half of the competition of shopping guide e-commerce, how far is the road of rebate network listing? Whether it can complete the curve overtaking under the state of being overtaken by competitors deserves special attention. < p > < p > as a shell resource of rebate website landing A-share, St Changjiu has been in frequent situations recently. After a loss of 1.8 million yuan in advance, it also exposed the news that the shareholding of major shareholders was frozen. This is the change that st Changjiu encountered again after being questioned twice because of the reorganization plan and the change of audit institution in the middle of the process. < / P > < p > rebate network was once known as the “ancestor” of e-commerce shopping guide. Its independent impact IPO ended in failure in 2018. In 2019, it was preempted by the rising star “worth buying” to seize the position of the first share of e-commerce shopping guide. Under the domestic and external difficulties, it had to change its backdoor listing. “Since the announcement of borrowing shell st Changjiu in curve month, the latter situation has been frequent, adding more uncertainty to the listing path of rebate network At the same time, the rebate network itself is also faced with doubts about its simple business model, unbalanced customer structure and weak performance growth, and the listing process is extremely slow. < / P > < p > in the second half of the competition of shopping guide e-commerce, how far is the road of rebate network listing? Whether it can complete the curve overtaking under the state of being overtaken by competitors deserves special attention. < p > < p > as the backdoor target of rebate network, the overall performance and shareholders’ situation of St Changjiu have a certain impact on the restructuring process. Recently, the situation of ST Chang Jiu has worried many investors. < p > < p > in late July this year, St Changjiu announced its performance forecast for the half year of 2020. It is estimated that the net profit attributable to shareholders of Listed Companies in the first half of this year will be – 1.8 million yuan to – 1.2 million yuan, and the net profit attributable to shareholders of listed companies after deducting non recurring profit and loss will be – 1.53 million yuan to – 93 million yuan. As for the reason for the loss of one million yuan in advance, St Changjiu said that due to the change of macro-economic form, the fluctuation of international crude oil price and the changes of public health policies in various places, the demand of downstream customers was affected to a certain extent, and the average price of product sales and operating income of the company in the first half of the year decreased year on year. Before that, the company’s audited net profit attributable to shareholders of Listed Companies in 2015 and 2016 were all negative. In March 2017, the company was given delisting risk warning by Shanghai Stock Exchange, and the company’s name was changed to st Changjiu. From 2017 to 2018, St Changjiu turned losses into profits, with net profits of 26.1307 million yuan and 8.014 million yuan respectively, but it lost 5.66 million yuan in 2019. A securities trader pointed out that st Changjiu’s performance in the past three years has been on the decline. If it still loses money this year, it is bound to increase its shell pressure, which may have a certain impact on this major asset restructuring. < p > < p > a few days after the announcement of the loss in advance, St Changjiu announced that its major shareholder, Changjiu group, had 61.733 million shares (accounting for 25.58% of the company’s total share capital) held by Changjiu group, which was subject to judicial freeze due to loan disputes, from July 30, 2020 to July 29, 2023. However, St Changjiu said that it and its controlling shareholder Changjiu group have maintained independence and distinction in terms of assets, business and finance, and that the litigation involved by the controlling shareholder will not adversely affect it. However, there are different voices in the market. Some people believe that although the shares of the nine major shareholders of ST Chang have been frozen, their rights and interests have not changed, and the progress of restructuring will not be affected under normal circumstances. However, some investors said that it is currently at the key node of St Changjiu’s restructuring. If the major shareholders encounter this change, it will be a blow to the market confidence, and will affect the company’s restructuring process to some extent. On the evening of August 11, there was an update on this matter. According to the announcement, St Changjiu has received the notice from relevant parties that the judicial freeze measures have been lifted for 53.66 million shares of Changjiu group, accounting for 22.24% of the total share capital of the company and 86.92% of the shares held by major shareholders. The remaining 8.072 million shares are still frozen, accounting for 3.34% of the company’s total share capital and 13.08% of its shares. < p > < p > st Changjiu said that according to the information verified with Changjiu group, the litigation dispute was a loan dispute between Nanning shanyong commerce and Trade Co., Ltd. and the third party, and Changjiu group was not related to the dispute and should not belong to the defendant. Changjiu group will actively respond to the lawsuit in accordance with the law and regulations, and handle the unfreezing procedures for the remaining frozen shares as soon as possible. However, St Changjiu also pointed out that there is no risk of compulsory transfer of shares of Changjiu group that have not yet lifted the judicial freeze. In view of the fact that the relevant dispute cases have not yet been heard, the result is still uncertain. In addition, all the shares of Changjiu group in St Changjiu were pledged, with a total of 61.733 million shares, accounting for 25.58% of the total share capital of the company. It is not ruled out that risks such as pledge and dispute may be triggered under extreme circumstances. < p > < p > in fact, before st Changjiu’s recent changes one after another, the listing of rebate website had been quite bumpy due to the two inquiry letters of Shanghai Stock Exchange. < p > < p > it is reported that st Changjiu has received the first inquiry letter from the Shanghai stock exchange one week after it announced the major asset restructuring plan on March 18, focusing on questions about the transaction arrangement, the sustainable profitability of the rebate network, and compliance. In this regard, St Changjiu repeatedly delayed answering questions on the ground that “some issues need to be further supplemented and improved”. What’s strange is that before the official reply to the first inquiry, St Changjiu announced on May 20 that it would change the original audit institution, PwC, into the Shanghai Chamber of Commerce and ZTE finance, and was again questioned by the Shanghai Stock Exchange. The latter focuses on the key issues such as whether the adjustment is in compliance, whether it constitutes a major adjustment to the company’s major asset restructuring plan, and whether it has a substantial impact on the company’s restructuring. < p > < p > for the reason of replacing the audit institution of the reorganization project, St Changjiu explained that it was mainly due to the large number of companies involved in major asset restructuring, the long time span of the reporting period and the heavy workload, so it was difficult for all parties to reach an agreement on the time schedule of the reorganization audit; at the same time, it also took into account factors such as cost control. However, in the eyes of the outside world, it is inevitable that the change of audit institutions during the critical period of restructuring is questionable, and there may be some hidden secrets behind it. The above-mentioned securities dealers said that this not only increased more uncertainty for the restructuring of Changjiu, but also affected the promotion of the restructuring project. < p > < p > on May 26, St Changjiu took the lead in answering the second inquiry, saying that as of May 18, 2020, the company had not signed an employment contract with PricewaterhouseCoopers, and the adjustment of the audit institution was in line with the relevant provisions; moreover, it did not involve changes in the trading object, subject matter, price, etc., so it did not constitute a major adjustment to the major asset restructuring plan and would not cause any substance to the restructuring influence. However, St Changjiu also admitted that the adjustment of audit institutions will lead to the progress of major asset restructuring projects later than expected to a certain extent, and will also lead to further delay of the company’s reply to the inquiry letter. < p > < p > as for the first inquiry of the Shanghai Stock Exchange, St Changjiu finally handed in a 178 page reply until July 9, which described in detail the trading arrangements of all parties involved in the transaction, especially the key issues such as the transaction compliance and the operation of the injected target. It showed great sincerity after several delays in reply. < / P > < p > it is worth mentioning that st Changjiu disclosed the operation and sustainable profitability of the rebate network from multiple dimensions in its reply letter, which made the indicators of the rebate network more transparent. < / P > < p > according to this announcement, the main business of the rebate network is always to operate the third-party online shopping guide mobile client “rebate network” app and its website, mainly providing e-commerce shopping guide service, advertising promotion service, etc. In the view of St Changjiu, the rebate network is a perfect trading target with stable operation, leading main business in the industry, and maintaining a win-win business relationship with various e-commerce platforms. There is no doubt that e-commerce shopping guide based on price comparison and rebate is naturally the revenue pillar of rebate network. However, this kind of business model which relies on price to attract traffic and realize transformation is relatively simple. The technical threshold and competition threshold are not high, and users rarely have loyalty. < p > < p > when talking about the relationship between rebate network and domestic mainstream e-commerce, St Changjiu did not stint praise in the announcement. According to the announcement, the main service objects of the rebate network are the merchants on the major e-commerce platforms. After the service is completed, the rebate network and the alliance platform under the e-commerce platform will conduct unified settlement. “After years of operation, the rebate network has established a good and stable cooperative relationship with major mainstream e-commerce platforms, and has become a symbiotic and mutually beneficial flow partner, helping it improve the transaction volume and platform activity, and providing off-site traffic support.” However, from the public data, the customer concentration of rebate network is relatively high, and this risk can not be ignored. According to the data, although there are more than 400 e-commerce platforms cooperated by the rebate network, the revenue from Alibaba’s mom (Taobao, tmall) and Jingdong’s two leading e-commerce enterprises accounts for a relatively high proportion. In the past three years, the sales of these two major customers have accounted for 58.55% – 71.45%. < / P > < p > obviously, the customer structure of the rebate network is obviously unbalanced, and it is self-evident that it depends on the top big customers and the risks it brings. In this regard, St Changjiu also clearly pointed out in the restructuring plan that, if the rebate network’s e-commerce shopping guidance ability declines, or other reasons lead to the termination of cooperation with the above-mentioned leading e-commerce enterprises, or major changes in the market structure of e-commerce enterprises, all of which may have a significant adverse impact on the business operation and profitability of the rebate network. < p > < p > at the same time, St Changjiu’s idea that “the operation of rebate network is stable” may also have to draw a question mark. According to the financial data disclosed in the announcement, the revenue of Zhongyan Technology (the business entity of rebate network) from 2017 to 2019 is 927 million yuan, 715 million yuan and 611 million yuan respectively, and the net profit in the same period is 201 million yuan, 147 million yuan and 151 million yuan respectively. It can be seen that the operating revenue of the rebate network has been declining for three consecutive years, and the net profit has also been weak after the sharp decline in 2018, and the development momentum is not very optimistic. < p > < p > in addition, from the industry level, the main competitor of the rebate network “worth buying” started to weaken the guide label one year after it was listed, and even wanted to get rid of the title of “the first share of e-commerce shopping guide”, which means that the current competition of e-commerce shopping guide has entered the second half. While competitors rush to go public and shoulder the banner of transformation, rebate network is still slowly walking on the road of impact listing. Whether or not to overtake in the future will be a big point in the field of e-commerce shopping guide.