On September 22, Hong Kong stock market "nail household" Xunce Technology submitted its listing application to the Hong Kong Stock Exchange. This marks the company's third attempt to list on the Hong Kong Exchange, following two previous failed applications on March 12, 2024, and September 12, 2024. The exclusive sponsor has been changed from CICC to Guotai Junan International.

As a prerequisite for listing, Xunce Technology obtained the overseas issuance and listing filing notice and domestic unlisted shares "full circulation" filing notice from the China Securities Regulatory Commission on January 17. According to the filing, the company intends to issue no more than 86.25 million overseas-listed ordinary shares.

In the first half of 2025, Xunce Technology's key operating indicators flashed red: the number of paying customers declined by nearly 30% year-on-year, diversified business ARPU fell 24.21% year-on-year, and NRR dropped 45 percentage points year-on-year. The company's revenue in the first half declined 29.98% year-on-year, while losses widened 10.47%. During the reporting period, the company accumulated net losses of 366 million yuan.

Additionally, Xunce Technology has been frequently acquiring companies in recent years. Combined with continuous losses and persistent net cash outflows, as of June 30, 2025, cash and cash equivalents remained at only 222 million yuan, while the company's total financing previously reached 2.111 billion yuan, with the vast majority of funds consumed.

In 2021, Xunce Technology spent 500 million yuan to acquire two companies that have been continuously loss-making in recent years, yet no goodwill impairment losses have been recognized. Meanwhile, the transaction counterparties exhibited sudden equity investments in target companies followed by rapid disposals, suggesting potentially undisclosed relationships with Xunce Technology.

**Key Operating Indicators Flash Red as Revenue Declines Sharply and Losses Expand**

According to statistics, Xunce Technology has completed seven rounds of financing since its first round in 2017, with total financing reaching 2.111 billion yuan. Upon completion of the crossover round, the company's post-money valuation soared to 6.22 billion yuan, over 40 times higher than pre-Series A financing.

Xunce Technology's investor lineup represents an "all-star cast," including Yunfeng Capital founded by Alibaba founder Jack Ma and Focus Media founder Yu Feng, Tencent, Goldman Sachs Group, Greater Bay Area Fund, and other renowned institutions and enterprises.

As of the filing, Xunce Technology founder Liu Chengxi indirectly controls 28.86% of the company's equity through Zhuhai Enyuan, Zhuhai Fuqian, and Zhuhai Guwen under Zhuhai Hengcheng, constituting the single largest shareholder group. However, Liu Chengxi does not hold any management position in the company.

Tencent participates in the investment through two subsidiaries, holding shares second to Liu Chengxi, with Guangxi Tencent Venture Capital Co., Ltd. holding 7.55% and Shenzhen Tencent Industry Chuangying Co., Ltd. holding 0.04%.

Xunce Technology's board consists of nine directors, including five executive directors, one non-executive director, and three independent non-executive directors.

Liu Chengxi's son, Liu Zhijian, aged 45, holds a master's degree from the Department of Electrical and Electronic Engineering at Hong Kong University of Science and Technology and is currently pursuing an Executive MBA at Tsinghua University's PBC School of Finance. He serves as Chairman of the Board, Executive Director, and Chief Executive Officer of Xunce Technology, responsible for the group's overall strategic planning, marketing, and operational management.

Xunce Technology is a renowned real-time data infrastructure and analytics solution provider in China, offering comprehensive real-time information technology solutions covering data infrastructure and data analytics for enterprises across all industries, with strategic focus on asset managers. The company's solutions enable asset managers to optimize various aspects of their asset management lifecycle, from portfolio monitoring, order execution, valuation, to risk management and compliance.

From 2022 to 2024, Xunce Technology's total revenue was 288 million yuan, 530 million yuan, and 632 million yuan respectively, with a compound annual growth rate of 124.5%. However, the good times didn't last long. In the first half of 2025, the company's total revenue was 198 million yuan, a significant 29.98% year-on-year decline, raising questions about the sustainability of business growth.

During the reporting period, Xunce Technology's total number of paying customers was 182, 200, 232, and 121 respectively, with paying customers in the first half of 2025 declining nearly 30% year-on-year.

Meanwhile, for 2023, 2024, and the first half of 2025, Xunce Technology's NRR continued to decline at 98%, 56%, and 36% respectively. In the first half of 2025, NRR fell 45 percentage points year-on-year, compared to 81% in the same period of 2024.

Xunce Technology stated that from 2022 to 2024, the company's NRR temporarily declined mainly due to the global political atmosphere and economic downturn leading to temporary slowdown in financial industry growth, resulting in reduced spending and project delays by certain clients, particularly in the asset management industry.

Xunce Technology's revenue by industry application can be divided into two categories: the asset management industry and diversified industries, with the latter mainly including financial services (excluding asset management), urban management, manufacturing management, and telecommunications.

From 2022 to 2024, Xunce Technology's asset management business revenue was 214 million yuan, 350 million yuan, and 244 million yuan respectively, with revenue proportion declining significantly from 74.4% to 38.7%, nearly "halved," and was overtaken by diversified business in 2024.

In the first half of 2025, both Xunce Technology's asset management business and diversified business suffered setbacks, with revenue declining 30.59% and 29.42% year-on-year respectively, and gross margins falling 18 percentage points and 10.6 percentage points year-on-year respectively. Diversified business ARPU was 3.864 million yuan, declining 24.21% year-on-year, reflecting reduced customer willingness to pay.

More critically, Xunce Technology has not achieved profitability since its establishment, with cumulative net losses of 366 million yuan during the reporting period. In the first half of 2025, the company's net profit was -108 million yuan, with losses widening 10.47% year-on-year, exceeding the full-year loss of the previous year.

Xunce Technology stated that the company's net losses were mainly attributable to substantial R&D expenses, administrative expenses, and distribution expenses arising from rapid business expansion.

From 2022 to 2024, Xunce Technology's R&D expenses continued to climb at 259 million yuan, 379 million yuan, and 450 million yuan respectively, but their proportion of total revenue declined from 89.88% to 71.27%, reflecting weakened R&D investment intensity. During the same period, administrative expenses increased from 67.926 million yuan to 91.173 million yuan, and sales and distribution expenses rose from 24.14 million yuan to 41.04 million yuan.

In the first half of 2025, Xunce Technology's R&D expenses, administrative expenses, and distribution expenses declined 32.28%, 28.11%, and 31.41% year-on-year respectively.

**Massive Acquisition Targets Show Performance Deterioration Without Impairment - Transaction Counterparties Make Quick Profits Through Sudden Stakes**

During the reporting period, Xunce Technology continued to "bleed," with cash flow potentially under pressure. Net cash used in operating activities was -185 million yuan, -194 million yuan, -170 million yuan, and -128 million yuan respectively, with cumulative net outflow of 677 million yuan.

As of June 30, 2025, Xunce Technology's cash and cash equivalents remained at only 222 million yuan, while the company's total financing previously reached 2.111 billion yuan, with the vast majority of funds consumed.

In recent years, Xunce Technology has shown high enthusiasm for acquisitions. From 2022 to 2024, it purchased financial assets at fair value through profit or loss totaling 327 million yuan, 249 million yuan, and 112 million yuan respectively, and purchased equity investments designated as fair value through other comprehensive income totaling 34.8 million yuan, 96.035 million yuan, and 49.457 million yuan respectively.

As of June 30, 2025, Xunce Technology's financial assets at fair value through profit or loss totaled 176 million yuan, and equity investments at fair value through other comprehensive income totaled 247 million yuan, with the two items combined accounting for 24.04% of total assets.

According to the prospectus, financial assets at fair value through profit or loss refer to wealth management products and other unlisted equity investments; equity investments at fair value through other comprehensive income mainly include Xunce Technology's equity investments in Huakong Qingjiao, Hongtai Wealth, and Xianyuan Technology. According to corporate records, Xunce Technology's wholly-owned subsidiary Beijing Xunjing Technology Co., Ltd. holds 2.2589%, 10%, and 9.9002% stakes in the above three companies respectively.

Additionally, during the reporting period, Xunce Technology's goodwill book value remained at 389 million yuan, accounting for 22.06% of total assets as of June 30, 2025, mainly formed from the 2021 acquisitions of Shanghai Kaiyu Information Technology Co., Ltd. (hereinafter "Shanghai Kaiyu") and Shanghai Kuanrui Information Technology Co., Ltd. (hereinafter "Shanghai Kuanrui").

In 2021, Xunce Technology spent 200 million yuan and 322 million yuan respectively to acquire controlling stakes in Shanghai Kaiyu and Shanghai Kuanrui, with shareholding ratios of 52.81% and 51.05% respectively. Shanghai Kaiyu mainly engages in providing software products and consulting services for financial product lifecycle management, financial instrument pricing, and asset analysis and risk management; Shanghai Kuanrui is a quantitative trading technology software product developer and service provider.

During the reporting period, Shanghai Kaiyu's revenue was 73.239 million yuan, 123 million yuan, 117 million yuan, and 46.523 million yuan respectively, with net profits of 11.365 million yuan, -2.96 million yuan, -13.734 million yuan, and -20.347 million yuan respectively, and net cash flows from operating activities of -31.784 million yuan, -0.47 million yuan, -9.729 million yuan, and -24.142 million yuan respectively.

During the same period, Shanghai Kuanrui's revenue was 24.432 million yuan, 48.509 million yuan, 27.938 million yuan, and 10.452 million yuan respectively, with net profits of -5.998 million yuan, -16.678 million yuan, -17.307 million yuan, and -11.422 million yuan respectively, and net cash flows from operating activities of -6.79 million yuan, -18.838 million yuan, -29.096 million yuan, and -9.471 million yuan respectively.

It's evident that Shanghai Kaiyu turned from profit to loss starting in 2023, with losses expanding annually thereafter; Shanghai Kuanrui has been consistently loss-making, with revenue declining significantly in 2024. Both companies' operating cash flows have remained in net outflow status for extended periods.

Given the subsidiaries' obvious performance decline and continuous cash outflows, is it reasonable for Xunce Technology to never recognize goodwill impairment? Are the key parameter predictions reasonable?

More concerning is that Xunce Technology's transaction counterparties exhibited abnormal sudden equity investments shortly before acquiring these two companies.

Corporate records show that Zhuhai Mici Technology Partnership (Limited Partnership) (hereinafter "Zhuhai Mici") invested in Shanghai Kuanrui on March 31, 2021, and sold its stake to Xunce Technology on September 9, 2021, exiting Shanghai Kuanrui's shareholder list, with the two transactions occurring within less than six months.

Zhuhai Mici is a wholly-owned subsidiary of Shenzhen Yuanhanshu Technology Co., Ltd. (hereinafter "Shenzhen Yuanhanshu"), with Cheng Luying as the actual controller. According to mapping services, Shenzhen Yuanhanshu (located at Room 5061, Building W1-A, High-tech Industrial Village, No. 034 Gaoxin South 4th Road, High-tech Zone Community, Yuehai Street, Nanshan District, Shenzhen) is only 1.2 kilometers away from Xunce Technology (located at 66th Floor, Building 2A, Shenzhen Bay Innovation Technology Center, No. 3156 Keyuan South Road, High-tech Zone Community, Yuehai Street, Nanshan District, Shenzhen), requiring only an 8-minute drive.

Furthermore, although Zhuhai Mici has exited Shanghai Kuanrui's shareholder list, it still co-invests with Shanghai Kuanrui in Shenzhen Fengfan Technology Co., Ltd.

Similarly, Shanghai Fengdan Meiluo Enterprise Management Center (hereinafter "Fengdan Meiluo") invested in Shanghai Kaiyu on April 15, 2021, and sold its stake to Xunce Technology on June 25, 2021, exiting Shanghai Kaiyu's shareholder list, with the two transactions occurring within just over two months. Based on original shareholding ratio calculations, Fengdan Meiluo sold its Shanghai Kaiyu stake for approximately 20.6887 million yuan.

Interestingly, Fengdan Meiluo previously co-invested with Xunce Technology founder Liu Chengxi in Zhuhai Guwen Technology Partnership (Limited Partnership) (hereinafter "Zhuhai Guwen"), with both parties' initial shareholding dates and exit dates "coincidentally" matching.

Meanwhile, Zhuhai Guwen holds a 3.6963% stake in Xunce Technology. This means Fengdan Meiluo's actual controller Liu Dan previously indirectly held Xunce Technology shares through Zhuhai Guwen.

Additionally, Fengdan Meiluo was established on September 25, 2020, as Liu Dan's sole proprietorship with only 100,000 yuan in paid-in capital. Just over a month after establishment, Fengdan Meiluo quickly invested in Xunce Technology and subsequently profited from selling Shanghai Kaiyu shares the following year. Fengdan Meiluo was dissolved on August 18, 2022.

This inevitably raises suspicions about whether these extremely suspicious transactions involve hidden related-party relationships between Xunce Technology and relevant transaction counterparties, and whether the related transactions involve potential benefit transfers.