Is CICC's Solely Sponsored NUOBIKAN Suspected of Fraud? Starting from the "Ordinary Business Transactions" in the Inflated Revenue Chain with HXDF

Deep News10-21 16:40

NUOBIKAN (HKEX: 02635), exclusively sponsored by CICC, is shrouded in suspicion: its software revenue rises and falls in pulses tracking HXDF — in 2022, 46.4% of its procurement came from this supplier, and after the supplier disappeared in 2024, software revenue plunged from RMB 131 million to RMB 1.62 million. More puzzling still, with upstream Anwuwu Intelligence and downstream suspected re-embedded integrators, procurement at the end of November led to confirmation of hundreds of millions in revenue by the end of December; the gross margin on the same project plunged from 44.7% to 19%, and so on. Do these series of anomalies require investors to re-examine the authenticity of its financial statements? It should be emphasized that the company clarified that its dealings with HXDF were merely "ordinary business transactions," that it was "unaware" of the related events, and stressed that the transactions between the two parties were genuine and properly recorded.

Recently, the Hong Kong IPO market has seen another major enforcement action. The Securities and Futures Commission of Hong Kong announced action against two suspicious syndicates suspected of manipulating new share subscriptions, issuing restriction notices to 31 brokers and freezing assets totaling over HK$4.66 billion belonging to 12 individuals and companies involved, the largest scale in the history of similar cases. The SFC stated it will continue to fulfill its regulatory duties, crack down hard on all types of market misconduct, and take decisive action to protect investors and maintain the fair, clean, and orderly operation of the market. SFC Chief Executive Officer Julia Leung reiterated "zero tolerance" for IPO manipulation, price manipulation, and the creation of false markets, stressing that decisive enforcement helps consolidate market confidence and safeguard the long-term development of Hong Kong's capital market.

Against this backdrop, Sina Finance's Listed Company Research Institute conducted an in-depth review of Hong Kong-listed companies that may harbor irregularities or red flags. NUOBIKAN (HKEX: 02635) listed on the Main Board of the Hong Kong Stock Exchange on December 23, 2025, with CICC as its sole sponsor. Notably, less than half a year after listing, the company's share price plummeted. Its initial offering price was HK$80, with a global offering of 3.7866 million shares, raising approximately HK$303 million at an offering market value of about HK$3 billion, with no cornerstone investors; on its first trading day, it closed at HK$371, up 363.75%. The company completed a 1-for-10 stock split on March 11, 2026, and its share price once surged to HK$83.2 in late April before subsequently crashing, with market value evaporating by more than 70% over 15 trading days. Why did NUOBIKAN's share price collapse so dramatically?

The Mystery of the Share Price Collapse

NUOBIKAN, founded in 2015, focuses on advanced technologies such as AI and digital twins, with industrialized applications in transportation, energy, and urban governance, mainly providing software-hardware integrated solutions based on AI industry models. The company's self-developed NBK-INTARI artificial intelligence platform deeply empowers customers in transportation, energy, and urban governance with intelligent monitoring, detection, and operations and maintenance. According to China Insights Consultancy, based on relevant revenue in 2024, NUOBIKAN was China's second-largest AI+ power supply system detection and monitoring solutions provider with a 5.9% market share, and China's third-largest AI+ rail transit detection and monitoring solutions provider with a 1.8% market share.

However, shortly after listing, it was discovered that the company's related business was entangled with a financial fraud company. Sina Finance's Listed Company Research Institute exclusively reported in April in an article titled "HXDF Financial Fraud Involves 2 Listed Companies; Creative Information Confirmed as Financial Fraud; NUOBIKAN Just Listed in Hong Kong," pointing out that behind HXDF's financial fraud business were two listed companies: Creative Information and NUOBIKAN. Unexpectedly, the computing power business of one counterparty, Creative Information, was similarly inflated and ultimately was also ST-flagged for financial fraud. As the other counterparty, NUOBIKAN, although not found to have participated in the fraud, has high accounts receivable and volatile cash flow, and the quality of the listed company may warrant observation. Shortly after our report, NUOBIKAN issued a clarification announcement on May 11, 2026, addressing the penalty imposed on its supplier HXDF (300081) for financial fraud in 2022, with the core aim of distancing itself from any association.

The NUOBIKAN board clarified three main points: first, it had only ordinary business dealings with HXDF and was unaware of the relevant events; second, the past transactions between the two parties were genuine and valid and had been properly recorded in accordance with the company's accounting policies; third, after prudent inquiry, the company's recent share price fluctuations were unrelated to the event, and there was no inside information requiring disclosure.

Mist One: Why Does the Software Business Show "Pulse-Like" Fluctuations Tracking Supplier HXDF?

NUOBIKAN's business dealings with HXDF mainly involved selling software to it, with end customers primarily being power industry companies. According to HXDF's announcements, the business background was that, to meet the client's needs, the company procured intelligent operations and maintenance software for RMB 105.65 million and self-developed resource library platform software for RMB 25,079,850, and was responsible for system deployment, training, installation and commissioning, integration, and providing three years of free maintenance services for these software products. The above software was used for the State Grid Times (Fujian) Energy Storage Development Co., Ltd. distributed data center construction project contract (sections one through ten).

In the above transaction chain, we found two major characteristics: first, the business chain is nested layer upon layer; second, the company's software business revenue appears highly synchronized with supplier HXDF.

First, there is layer-upon-layer nesting in this transaction chain. The above transactions appear to involve multiple parties embedded in the chain. The uppermost supplier in the chain is Anwuwu Intelligence Technology (Guangzhou) Co., Ltd., while HXDF in turn sold software to NUOBIKAN. Unexpectedly, NUOBIKAN's related software products do not appear to flow directly to the end client State Grid Times (Fujian) Energy Storage Development Co., Ltd., but are suspected of being re-embedded into a system integrator. In 2022, among NUOBIKAN's top five customers, the only customer involving the energy solutions business of grid-integrated construction IT operations and maintenance solutions was Customer A. The prospectus shows that Customer A is a system integrator serving a Chinese grid company and was established in 2021. State Grid Times (Fujian) Energy Storage Development Co., Ltd. was registered in April 2020.

Second, the company's software business (mainly power solutions) appears highly synchronized with HXDF's procurement business. According to NUOBIKAN's prospectus, the company only began its power solutions business in 2022, providing solutions to a system integrator for grid-integrated construction IT operations and maintenance deployed at a Chinese grid company. HXDF's end client was State Grid Times (Fujian) Energy Storage Development Co., Ltd. Coincidentally, as the company entered the power system, HXDF also became a major supplier, showing dependence. NUOBIKAN's prospectus shows that its procurement from the top five suppliers amounted to RMB 152 million, RMB 142 million, RMB 134 million, and RMB 132 million, representing 60.9%, 70.9%, 50.8%, and 83.5% of total procurement for 2022, 2023, the year ended December 31, 2024, and the six months ended June 30, 2025, respectively. Among them, Supplier B was the company's largest supplier in both 2022 and 2023, with procurement of RMB 116 million, accounting for 46.4% of total procurement in 2022; and RMB 74 million in 2023, accounting for 37.0% of total procurement.

It should be noted that the company disclosed that this supplier is a software product and technical service provider offering technology development and promotion as well as service and product exports, established in 2001, and listed on the Shenzhen Stock Exchange as of the latest practicable date. Based on this, Supplier B is highly likely to be the listed company HXDF. After two consecutive years of significant procurement by NUOBIKAN, Supplier B abruptly disappeared from NUOBIKAN's top five supplier list in 2024. Coincidentally, as Supplier B vanished from the top five procurement list, NUOBIKAN's software revenue business also showed a "cliff-like" gap. In 2022, HXDF (Supplier B) sold software to it, accounting for 46.4% of NUOBIKAN's largest supplier procurement that year; in 2022, NUOBIKAN's revenue jumped from RMB 101 million to RMB 253 million (+150%), of which software sales were RMB 94.015 million, accounting for 37.2%; in 2023, NUOBIKAN's software revenue rose further to RMB 131 million, while in 2024, after HXDF disappeared from the top five suppliers, NUOBIKAN's software revenue plunged to RMB 1.623 million.

In summary, NUOBIKAN's software revenue in 2022–2023 appears highly likely to have been contributed by a single chain involving HXDF, showing pulse-like fluctuations accompanied by large two-way transactions. At this point, we raise the following questions: First, since the HXDF side has been determined by regulators to lack control over the goods and to have an agency nature, is NUOBIKAN's power-related software sales merely providing channel/integration services? If analyzed under HKFRS/IFRS 15's "principal-agent" framework, if NUOBIKAN is deemed an agent, its revenue scale could be significantly reduced, and the quality of its prospectus performance could also be greatly diminished. Second, industry insiders point out that normal market-oriented software businesses usually feature customer accumulation, repeat purchases, and stickiness, showing gradual growth, whereas NUOBIKAN's software business experienced a complete pulse of "startup — scaling — cliff" over three years. Such dramatic fluctuations may be more consistent with the characteristics of being driven by a "single chain, single project (the grid-integrated construction IT operations and maintenance project)." Does this indicate that the revenue is not a sustainable recurring business, but rather one-time project revenue attached to a specific integrator-grid company chain? Is NUOBIKAN's software business completely independent of HXDF? Is there a motive to inflate each other's revenue through mutual purchases and sales?

It should be noted that 2022 was a key fiscal year for NUOBIKAN: on the one hand, it obtained Series B and Series C financing in May and December respectively; on the other hand, it converted to a joint-stock company in December, possibly already making advance arrangements for an IPO. It should be noted that NUOBIKAN explained in its prospectus why it embedded itself into integrators, stating that its relationship with system integrators is not that of principal and agent, but of customer and supplier, under which it directly transfers product ownership to the system integrator so that the integrator can integrate its products into its own products for subsequent resale to end customers.

Mist Two: Is There a Suspicion of Cross-Period Revenue Recognition? Gross Margin on the Same Business Fluctuates Violently Across Fiscal Years

The prospectus shows that in the fiscal years of its listing application, NUOBIKAN's gross margin showed a steady rise, from 54.46% in 2021 to 58.92% in 2024. However, when we break down the company's software business, we find that its gross margin fluctuates violently. In 2022, software revenue was RMB 94.0115 million, with corresponding cost of sales of RMB 51.983 million, yielding a gross margin of 44.7%; in 2023, software revenue was RMB 131 million, with corresponding costs of RMB 106 million, and the gross margin dropped sharply to 19%. According to the prospectus, the company's software business may be Project F, with a contract amount of RMB 250 million.

At this point, we are puzzled: why is the gross margin difference on the same business so enormous? Should we be alert to potential risks such as cross-period revenue recognition or adjustment? We note that NUOBIKAN's procurement of software from HXDF and completion of delivery occurred on December 26, 2022. We also note that the company's software procurement time was November 28. In other words, NUOBIKAN had just bought the software at the end of November and completed integration and obtained the final acceptance report by the end of December. Generally speaking, after software procurement, customized development and integration tied to hardware are usually required. Does NUOBIKAN's revenue recognition in 2022 conform to the normal implementation cycle of a software integration project? According to the original text of the company's prospectus, the acceptance cycle for relevant projects is about six months. That is, "our business operations and execution for specific customer contracts include the 'preliminary demand communication stage' before contract signing and the 'project implementation stage' after contract signing. The length of each stage varies depending on different business segments, customer needs, the complexity of the products and solutions delivered, and the projects executed. Generally, before signing a contract, the initial demand communication stage takes three to six months, while in the project implementation stage, from project initiation to customer acceptance of the delivered products and solutions may take about six months."

Beyond the above questions, the company's sudden customer patterns are also puzzling. A customer became the largest customer in the year of its establishment or the following year. Customer B, established in 2023, contributed RMB 111 million that same year, accounting for 30.5%. At this point, we are puzzled: a newly established company purchases hundreds of millions of yuan of software/solutions in its first year? Even more surprising, customers quickly disappear after contributing at their peak. Customer B still had RMB 113.4 million in 2024, but by 2025H1 it was no longer among the top five. In addition, the company's earnings quality is poor, with net operating cash flow negative for many years. In 2025, the company's receivables-to-revenue ratio exceeded 100%.

Disclaimer: Investing carries risk. This is not financial advice. The above content should not be regarded as an offer, recommendation, or solicitation on acquiring or disposing of any financial products, any associated discussions, comments, or posts by author or other users should not be considered as such either. It is solely for general information purpose only, which does not consider your own investment objectives, financial situations or needs. TTM assumes no responsibility or warranty for the accuracy and completeness of the information, investors should do their own research and may seek professional advice before investing.

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