What did Ricky do wrong? How to save themselves?

在沉寂了一段时间后，幸运咖啡因为新一轮融资再次成为市场关注的焦点。

After a period of silence, lucky coffee once again became the focus of the market because of a new round of financing.

英国电信财经

BT finance and Economics

今年4月中旬，粉红（lkncy）宣布将与公司股东大正资本和欢乐资本达成新一轮融资，融资总额为2.5亿美元。

In mid April, pink (lkncy) announced that it would reach a new round of financing with Dazheng capital and pleasure capital, the company's shareholders, totaling 250 million US dollars.

根据投资协议，大正资本以约2.4亿美元的定向增发资金购买乐凯咖啡高级可转换优先股；游乐资本还同意通过私募方式投资约1000万美元于乐凯咖啡的高级可转换优先股。在某些情况下，大正资本和欢乐资本可以按比例增加1.5亿美元的资本。

According to the investment agreement, Dazheng capital invested about 240 million US dollars in private placement to purchase senior convertible preferred shares of lucky coffee; Pleasure capital also agreed to invest about $10 million in the senior convertible preferred shares of lucky coffee through private placement. In some cases, Dazheng capital and pleasure capital can increase their capital by US $150 million in proportion.

据悉，此次融资主要用于乐凯咖啡的海外债务重组计划以及履行与美国证监会的和解协议。

It is reported that the financing is mainly used for lucky coffee's overseas debt restructuring plan and to fulfill the settlement agreement with the US Securities Regulatory Commission.

经过梳理，发现除了财务造假的污点，乐凯自身的商业模式也没有问题。因此，即使在这样的丑闻之下，幸运咖啡也实现了收入和用户的双倍增长，同时也再次实现了资本融资。

After combing, it is found that in addition to the stain of financial fraud, there is no problem with lucky's own business model. Therefore, even under such a scandal, lucky coffee has achieved double growth in revenue and users, as well as capital financing again.

幸运的是能够走出阴影，但是大门的大火会给鱼带来灾难。欺诈事件给在美上市的中国概念股带来了严重的信任危机。因此，美国证交会于今年3月24日通过了《外国公司问责法》修正案，加强了对上市公司信息披露的要求。

Lucky to be able to get out of the shadow, but the fire at the gate will bring disaster to the fish. The fraud incident has brought a serious crisis of trust to China concept shares listed in the United States. As a result, the SEC passed an amendment to the foreign company accountability act on March 24 this year to strengthen the requirements for information disclosure of listed companies.

这不是唯一的麻烦。做空机构在我国资本市场相继发现了公司。好未来教育、爱奇艺、向谁学习，都被一个又一个机构做空。中国资本参股公司正处于最困难的时期。

This is not the only trouble. Shorting institutions have successively found companies in China capital stock market. Tal education, iqiyi, and who to learn from have been shorted by institutions one after another. China capital stock companies are in the most difficult time.

值得注意的是，幸运事件不会如此严重。中美信息不平衡，特别是中国企业面对美国媒体未能积极披露信息，美国投资者未能更好地了解中国企业，加剧了事件的灾难性。

It is worth noting that the lucky incident would not have been so serious. The information imbalance between China and the United States, especially the failure of the Chinese companies to actively disclose information in the face of the U.S. media and the failure of the U.S. investors to better understand the Chinese companies, exacerbated the disaster of the incident.

幸运有那么糟吗？

Is lucky that bad?

去年4月，瑞星披露财务造假后，很快收到纳斯达克的退市通知，并从美国股市退市。人们普遍预测瑞星的结局会是这样的。

In April last year, after Ruixing disclosed financial fraud, it soon received the delisting notice from Nasdaq and delisted from the US stock market. It is generally predicted that Ruixing will end up in this sad way.

一年很快过去了。幸运企业不仅经受住了市场的考验，而且以惊人的速度复苏。从许多迹象可以看出，幸运是年轻化。

One year has passed quickly. Lucky business has not only withstood the test of the market, but also recovered at an amazing speed. It can be seen from many signs that lucky is rejuvenated.

事实上，lucky的复苏速度比预期的要快。去年，瑞星曾披露过一次财务数据：2020年8月，瑞星首次宣布实现单店现金流为正。根据2020年12月发布的报告，瑞星3898家直营店中，超过60%的直营店在2020年11月实现门店盈利。

In fact, lucky's recovery is faster than expected. Last year, Ruixing disclosed its financial data once: in August 2020, Ruixing announced for the first time that it had realized the cash flow of a single store to be positive. According to the report released in December 2020, more than 60% of Ruixing's 3898 Direct stores have realized store profit in November 2020.

特别是在瑞星同意向美国证监会支付1.8亿美元罚款后，情况更为好转。

In particular, after Ruixing agreed to pay the US Securities Regulatory Commission a $180 million fine, the situation was even better.

根据乐凯联合清算人提交的报告，截至2020年底，乐凯注册用户已接近1亿。2021年春节期间，全国共有1900多家幸运咖啡店开业。现在生产的饮料杯数量是去年同期的近5倍，收入是去年同期的近7倍。

According to the report submitted by lucky joint liquidators, as of the end of 2020, lucky registered users have reached nearly 100 million. During the Spring Festival holiday in 2021, more than 1900 stores of lucky coffee opened nationwide. The number of beverage cups made now is nearly five times that of the same period last year, and the income is nearly seven times that of the same period last year.

传统的连锁咖啡品牌，如星巴克，在顾客到店消费后，无法继续与顾客建立更紧密的联系，从而促进新的消费。lucky建立的信息系统可以在应用程序销售和用户之间产生更多的互动和联系。自从用户在app中第一次消费开始，乐凯信息系统就开始获取用户的消费行为等数据，并根据时间统计用户的消费习惯，以便用户在下次消费中提供更好的服务和更准确的商品。

Traditional chain coffee brands, such as Starbucks, can't continue to establish closer contact with customers after customers consume in stores, so as to promote new consumption. The information system built by lucky can generate more interaction and connection between app sales and users. Since the first consumption of users in app, lucky information system starts to obtain data of users' consumption behavior and other data, and calculates users' consumption habits according to the times, so that users can provide better services and more accurate goods in the next consumption.

不仅如此，这种销售模式还大大降低了乐驰咖啡的成本。例如，传统的咖啡店需要线下排水，这就要求店位特别高。幸运咖啡是网上排水，所以店址不需要选在最繁华的区域，而且租金也会降低。另外，幸运咖啡占据了绝大多数用户，所以我们不需要对店里的员工要求太高，这对成本控制也很有帮助。

Not only that, this sales model also greatly reduces the cost of lucky coffee. For example, the traditional coffee shop needs offline drainage, which requires a particularly high store location. Lucky coffee is online drainage, so the store location does not need to be selected in the most prosperous area, and the rent will be reduced. In addition, lucky coffee takes up the vast majority of users, So we don't need to ask too much for the staff in the store, which is also very helpful for cost control.

2021年，乐凯在运营中也发现了一个新亮点，那就是玩社区和私有域流量的方式。根据乐凯发布的最新数据，截至2020年7月，乐凯的私人域名用户已超过180万，微信社区数量达到9000个，其中活跃用户占60%以上，私人域名用户日消费量达到3.5万多杯。

In 2021, lucky also found a new bright spot in its operation, that is, the way to play community and private domain traffic. According to the latest data released by lucky, as of July 2020, lucky's private domain users have exceeded 1.8 million, the number of wechat communities has reached 9000, of which more than 60% are active users, and the daily consumption of private domain users has reached more than 35000 cups.

面对逆境，瑞星的商业模式没有问题。除了财务造假这一根本问题，事件如此严重，瑞星的问题是什么？

In the face of adversity, Ruixing's business model has no problem. Apart from the fundamental problem of financial fraud, the event is so serious that what is Ruixing's problem?

我国企业信息披露的盲区

Blind area of information disclosure of Chinese Enterprises

20世纪90年代以来，我国资本参股公司出海上市的数量逐渐增多，在获得新机遇的同时，也面临着适应环境的风险。最大的风险是信任危机。

Since the 1990s, the number of Chinese capital stock companies going to the sea for listing has gradually grown, and they are faced with the risk of acclimatization while gaining new opportunities. The biggest risk is the trust crisis.

在陌生的美国股市，中国概念股公司需要了解美国证券的法律风险，也需要积极合理地披露信息，特别是与美国媒体保持积极沟通，让美国投资者更好地了解中国概念股公司。在这方面，一些中国概念股公司在中国做得不错，但他们到美国后并不适应这种情况，在面对美国空头机构的狙击和SEC的严格监管时，却败下阵来，造成了很多本不该发生的"二次伤害"。

In the unfamiliar US stock market, Chinese concept stock companies need to understand the legal risks of US securities, and also need to actively and reasonably disclose information, especially to maintain positive communication with the US media, so that American investors can better understand Chinese concept stock companies. In this regard, some Chinese concept stock companies do well in China, but they are not acclimatized to the situation when they arrive in the US, When confronted with the sniping of American short agencies and the strict supervision of the SEC, they were defeated, resulting in a lot of "secondary injuries" that should not have happened.

业内人士分析指出，实际上，卖空与欺诈之间没有必然联系。吉祥财务造假事件发生后，如果董事会在第一时间发现并介入，并迅速履行对投资者的公开披露义务，市场将自发作出反应。经过自律或行政监督的介入和处罚，就会形成一个完整的事件。由于所有投资者同时获得信息，做空机构没有信息优势，无法从中获利；而且，由于企业忠实履行了信息披露义务，律师事务所不能以不真实或者诱导性陈述为由提起集体诉讼。

Industry analysts pointed out that, in fact, there is no necessary connection between short selling and fraud. After lucky financial fraud, if the board of directors finds out and intervenes at the first time and quickly fulfills the obligation of public disclosure to investors, the market will spontaneously respond to it. After self-discipline or administrative supervision intervenes and punishes, a complete event will be formed. Because all investors get information at the same time, shorting institutions have no information advantage and can't profit from it; Moreover, because the enterprise has faithfully fulfilled the obligation of information disclosure, the law firm can not bring a class action on the ground of untrue or induced statement.

业内人士也指出，乐凯的问题恰恰在这里。投资者要求企业信息披露应满足准确性、真实性、及时性和完整性四个要求。由于中美两国信息不平等，很难同时满足这四项要求。如果不满足任何条件，都会给做空机构留下漏洞。

Industry insiders also pointed out that lucky's problem is precisely here. Investors require that the information disclosure of enterprises should meet the four requirements of accuracy, authenticity, timeliness and completeness. Because of the unequal information between China and the United States, it is very difficult to meet the four requirements at the same time. If any condition is not met, it will leave loopholes for short agencies.

比如瑞星诈骗事件发生后，瑞星应立即在媒体上对事件进行解释，并采取纠正措施，转变形象。此外，还应加强美国媒体的公关，稳定美国投资者的情绪，尽量减少事件的影响。然而，其实瑞星并没有这样做，而是陷入了长时间的沉默。

For example, after the Ruixing fraud incident, Ruixing should immediately explain the incident in the media, and take corrective measures to transform its image. In addition, it should strengthen public relations in the American media, stabilize the mood of American investors, and minimize the impact of the incident. However, in fact, Ruixing did not do so, but fell into a long period of silence.

这种后果是灾难性的，直接导致购买幸运证券的投资者集体诉讼。在美国，有代表股东起诉企业的专业律师事务所。一般来说，这类律师事务所的人很少。当他们闻到市场上有瑞星这样的财务造假案件时，就会通过各种关系，急于找到投资者提起股东诉讼。

This consequence is disastrous, which directly leads to the class action of investors who buy lucky securities. In the United States, there are professional law firms that represent shareholders to sue enterprises. Generally, there are only a few people in such law firms. When they smell that there are financial fraud cases like Ruixing in the market, they will rush to find investors to file shareholder lawsuits through various relationships.

然而，投资者的真正要求相对简单。例如，乐凯美国投资者的诉讼主张多为"公司作出虚假陈述或未披露重要事实，造成重要事实误导，应向投资者充分披露事实真相"

However, the real demands of investors are relatively simple. For example, the majority of litigation claims of lucky's American investors are that "the company makes false statements or fails to disclose important facts, resulting in misleading important facts, and should fully disclose the truth to investors."

乐凯财务造假信息披露不及时、不完整，也会影响原有健康的商业模式，信息的不平等会让美国投资者对高销量却无利可图的商业模式产生怀疑。

The untimely and incomplete information disclosure of lucky's financial fraud will also affect the original healthy business model, and the unequal information will make American investors doubt the high sales but unprofitable business model.

瑞星之所以会造成这样的局面，是因为它在扩张阶段疯狂开店、补贴、营销等花销，对长远发展有利。而且，中国有很多这样的企业。据媒体报道，滴滴旅游在扩张阶段每天要烧掉3000万美元。

Ruixing creates such a situation because it spends money like crazy opening stores, subsidies and marketing in the expansion stage, which is good for long-term development. Moreover, there are many such enterprises in China. According to media reports, Didi travel burns US $30 million a day in the expansion stage.

因此，乐凯咖啡的扩张和运营需要烧钱，这在一些国内投资者眼中很正常，但在美国投资者眼中却变得难以理解。

Therefore, the expansion and operation of lucky coffee need to burn money, which is very normal in the eyes of some domestic investors, but it becomes incomprehensible in the eyes of American investors.

其实，财务造假事件发生后，乐凯没有作弊，没有承担债务，也没有放弃客服的决心。

In fact, after the financial fraud incident, lucky didn't cheat, didn't bear the debt, and didn't abandon the determination of customer service.

幸运事件发生后，爱奇艺也遭到美国空头机构的狙击。2020年4月7日，做空机构Wolfpack research发布报告称，爱奇艺存在虚增收入和用户的问题。后来浑水也发表报告对此表示认同。爱奇艺早盘美股下跌11%。

After the lucky incident, iqiyi was also sniped by American short agencies. On April 7, 2020, Wolfpack research, a shorting agency, issued a report saying that iqiyi had problems of falsely increasing revenue and users. Later, Hunshui also issued a report to agree with this. Iqiyi fell 11% in the early trading of US stocks.

不过，爱奇艺在美国媒体上并没有做出让人放心的回应。爱奇艺CEO龚宇只否认朋友圈存在欺诈行为，而美国投资者在微信上看不到朋友圈的情况。这种反击是极其微弱的。

However, iqiyi did not make a reassuring response in the US media. Iqiyi CEO Gong Yu only denied fraud in the circle of friends, while US investors could not see what happened in the circle of friends on wechat. This kind of counterattack is extremely weak.

中国资本参股公司也有一些成功的反击案例。2011年，美国做空机构citron表示，奇虎360被严重高估。该公司发布报告称，奇虎360是"资本市场上被误解和高估最多的互联网股票"，并将目标价定为5美元。奇虎360当日收盘下跌10.34%。

There are also some successful cases of counter attack by China capital stock companies. In 2011, the US shorting agency citron said that Qihu 360 was seriously overvalued. It released a report saying that Qihu 360 was "the most misunderstood and overvalued Internet stock in the capital market", and gave it a target price of US $5. Qihu 360 closed down 10.34% on the same day.

不过，奇虎360的反击方法准确有力。次日，其在多家国外媒体发表声明称，citron的报告中有许多关键错误，比如使用了网站流量统计公司Alexa的数据，计算客户端的用户数是荒谬的。

However, Qihoo 360's counterattack method is accurate and powerful. The next day, it issued a statement in several foreign media, saying that there were many key errors in the citron report, such as using the data of Alexa, a website traffic statistics company, and it was ridiculous to calculate the number of users on the client.

"Citron对中国互联网行业总体缺乏基本了解，尤其是奇虎360。而报告作者并未与公司高管直接接触和沟通。"奇虎360在回应声明中写道，这是中国资本参股公司在美国机构眼中的真实写照。

"Citron lacks a basic understanding of China's Internet industry in general, especially Qihoo 360. And the author of the report did not have direct contact and communication with the company's executives. " Qihoo 360 wrote in the response statement that this is the true portrayal of China capital stock companies in the eyes of American institutions.

当年短短一个多月，奇虎360和雪铁龙就发生了四轮对决。最终，奇虎360并未落败，但其股价却逆势上扬。

In just over a month of that year, Qihoo 360 and citron had four rounds of confrontation. In the end, Qihoo 360 was not defeated, but its stock price rose against the trend.

不仅是美国市场的信息披露存在很大的薄弱环节，中国企业不了解美国证券市场标准也存在潜在的风险。

It is not only that there is a big weakness in the disclosure of information in the U.S. market, but also a potential risk that Chinese enterprises do not understand the U.S. securities market standards.

比如，长期以来在美国股市上市的中国概念股公司所诟病的问题之一就是财务报表与美国准则不符，这使得美国投资者经常质疑中国企业存在虚假账目和公司治理问题。

For example, one of the problems criticized for a long time by Chinese concept stock companies listed in the US stock market is that the financial statements are inconsistent with the US standards, which makes us investors often question the existence of false accounts and corporate governance problems in Chinese enterprises.

美国的投资者和监管机构经常质疑中国公司复杂的股东结构和缺乏财务透明度。他们还抱怨说，中国将一些有关公司财务的审计报告列为国家机密，并禁止跨境转让审计文件。因此，会计违规行为导致数十家中国公司退市，这对华夏资本的股价造成了巨大的负面影响。

Investors and regulators in the United States often question the complicated shareholder structure and lack of financial transparency of Chinese companies. They also complain that China classifies some audit reports on company finance as state secrets and prohibits the cross-border transfer of audit documents. As a result, accounting irregularities have caused dozens of Chinese companies to be delisted, which has a huge negative impact on China capital stock.

此外，中美两国在审计稿件审查问题上的争议也由来已久。事实上，这一争议源于2002年美国颁布的《萨班斯-奥克斯利法案》，该法案明确规定，美国上市公司审计机关必须配合PCAOB审核审计稿件，否则将面临吊销执照和巨额罚款等处罚。

In addition, the dispute between China and the United States over the examination of audit manuscripts has lasted for a long time. In fact, this dispute originated from the Sarbanes Oxley Act issued by the United States in 2002, which clearly stipulates that audit institutions of Listed Companies in the United States must cooperate with PCAOB in the examination of audit manuscripts, otherwise they will face penalties such as suspension of license and huge fines.

事实上，这也是中美市场信息差距造成的。华尔街分析师认为，实际上，美国证券监督管理委员会（SEC）没有严格执行审计人员必须根据豁免相关计划提供稿件的要求。

In fact, this is also caused by the information gap between the Chinese and American markets. According to Wall Street analysts, in practice, the US Securities Regulatory Commission (SEC) has not strictly implemented the requirement that auditors must provide manuscripts according to the immunity related program.

分析认为，针对这种情况，我国资本参股公司只需更换不受中国法律约束的美国会计师事务所即可，但其会计成本将高于国内会计师事务所。然而，在现实中，由于审计草案的审核，许多中国企业迟迟未能登陆美国股市。

According to the analysis, in view of this situation, China capital stock companies only need to replace their audit institutions with American accounting firms that are not subject to Chinese laws, but the accounting cost will be higher than that of domestic accounting firms. However, in reality, many Chinese companies have been delayed in landing in the US stock market due to the review of audit drafts.

目前，为了树立美国投资者的信心，中国资本参股公司需要更严格的会计政策和信息披露标准。其中，企业不仅要学会在中国"讲好故事"，还要学会在美国"讲好故事"，进一步学会如何与美国媒体和机构打交道，只有这样才能走得更远。

At present, in order to build confidence in the eyes of American investors, China capital stock companies need more stringent accounting policies and information disclosure standards. Among them, enterprises should not only learn how to "tell a good story" in China, but also learn how to "tell a good story" in the United States, and further learn how to deal with American media and institutions, Only in this way can we go further.

欢迎关注BT财经阅读更多精彩内容。

Welcome to follow BT finance to read more wonderful content.

版权所有！如涉及侵权，请联系删除。

All rights reserved! If infringement is involved, please contact to delete.

Link：https://new.qq.com/omn/20210430/20210430A0B71C00.html

update time：2021-04-30 18:32:09