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introduction: jule co., ltd., which was once hindered from going public due to information disclosure issues, is overjoyed to see that its guidance application has just been formally accepted by the regulatory authorities at the beginning of the latest round of listing. perhaps it has forgotten the painful lessons of the past and has once again touched the controversial red line of information disclosure violations.

this article was exclusively published by koukou finance (id: koukouipo)

author: zhou jiawei@beijing

editor: zhai rui@beijing

in recent years, sichuan jule food co., ltd. (hereinafter referred to as "jule shares"), which has repeatedly failed in its ipo listing, has taken a new step in its new round of entry into the a-share market.

according to koku finance, juele co., ltd. has recently submitted its latest listing guidance filing materials to the sichuan securities regulatory bureau and has been officially accepted.

unlike the previous times when it focused on listing on the shenzhen stock exchange, this time, juele holdings, like most food and catering companies that had suffered setbacks in ipos on the a-share main board, will change its destination to realize its listing dream to the beijing stock exchange.

there were signs of all this months ago.

on june 3, 2024, juele co., ltd., which was originally waiting in the review queue of the shenzhen stock exchange's main board, suddenly withdrew its ipo application materials and terminated the review and approval process for listing.

just half a month later, on june 21, 2024, the name of juele co., ltd. appeared on the list of companies applying for listing on the new third board.

as we all know, listing on the new third board is a necessary prerequisite for applying for listing on the beijing stock exchange, which has not yet opened a direct listing mechanism.

at that time, juele co., ltd. gave up the main board ipo and turned to the new third board, and it was obvious that it was aiming at the beijing stock exchange.

it took only half a month to complete the entire process of "shifting gears" from main board ipo to neeq listing application, and the promotion of the new round of listing of juele co., ltd. continues to accelerate.

on august 27, 2024, the national equities exchange and quotation company just officially approved its application for listing on the new third board and agreed to its public transfer and trading on the national equities exchange and quotation system.

in just over half a month, juele co., ltd. quickly started the preliminary guidance work for listing on the beijing stock exchange.

this is at least the fourth time in nearly six years that this company, which specializes in the research, development, production and sales of milk-containing beverages and dairy products, has attempted to be listed on the a-share market.

as early as december 2017, juele co., ltd. submitted its application for listing on the shenzhen stock exchange to the china securities regulatory commission for the first time under the sponsorship of huaan securities, a small and medium-sized brokerage firm with unremarkable investment banking business.

however, juele holdings, whose performance was not outstanding that year, was also affected by the wave of withdrawal of listing applications in early 2018.

juele co., ltd.'s first ipo attempt ended in failure after just over three months.

after experiencing a performance slump in 2017, juele co., ltd. lay dormant for more than a year. in august 2019, it returned to the listing track and continued to charge towards the shenzhen stock exchange ipo.

this time, although there was a breakthrough in performance, juele co., ltd. overlooked the deficiencies in its information disclosure and internal control management systems, which not only resulted in its failure to get the coveted listing result, but also resulted in it being subject to administrative supervision measures such as a warning letter from the china securities regulatory commission.

in june 2020, even though it insisted on completing the response to the china securities regulatory commission's inquiries about its ipo and updating the prospectus and other filing materials, it ultimately failed to make it to the end - not long after, juele co., ltd.'s second a-share journey came to an end.

after learning the bloody and painful lessons from the previous two listings, jule co., ltd. may have realized the additive effect of a professional and strong intermediary institution on the smooth progress of the ipo. in july 2022, jule co., ltd. changed its sponsor to citic construction investment, the only company in the domestic market that can compete with citic securities for the title of "king of investment banks", and started its third ipo battle in recent years.

in march 2023, with the implementation of the comprehensive registration system reform of the main board, juele co., ltd. and hundreds of "existing" companies under the approval system will be transferred to the shenzhen stock exchange to continue to be reviewed.

however, what no one expected was that an "industry consensus" on the "main board traffic light industry review standards" once again shattered juele's dream of listing on the shenzhen stock exchange's main board, even though juele had already grown from an annual profit of less than 20 million when it first applied for listing in 2017 to a company with a profit scale that is about to exceed 200 million.

from applying for an ipo on the main board to now deciding to be listed on the beijing stock exchange, the latest listing deployment launched by juele co., ltd. should be based on the determination and confidence to win.

but the start was unfavorable again.

juele co., ltd., which had been hindered in its listing process due to information disclosure issues, was overjoyed to see its guidance application officially accepted by the regulatory authorities just as the latest round of listing began. perhaps it had forgotten the painful lessons of the past and once again touched the controversial red line of information disclosure violations.

"as a company listed on the new third board, juele shares is already a public company. according to regulations, the relevant information on its latest listing guidance should be disclosed publicly on the platform of the stock transfer center in a timely manner in accordance with regulations. however, to date, juele shares has not announced the relevant matters to the stock transfer center." a senior investment banker from a large brokerage firm in shanghai told kekou finance.

according to article 1.5 of chapter 1 of the "business rules of the national equities exchange and quotations (trial)" (hereinafter referred to as the "business rules"), "companies applying for listing, listed companies and other persons with information disclosure obligations and lead underwriters shall disclose information truthfully, accurately, completely and promptly, and shall not make false records, misleading statements or major omissions" and "information disclosed by companies applying for listing, listed companies and other persons with information disclosure obligations and lead underwriters in accordance with the law shall be announced as soon as possible on the designated information disclosure platform of the national equities exchange and quotations (wwwneeq.com.cn or www.neeg.cc)".

at the same time, article 44 of the current "information disclosure rules for listed companies on the national equities exchange and quotations" (hereinafter referred to as the "information disclosure rules") also clearly states that "when a listed company submits a guidance filing application for a public offering of shares, it should disclose relevant announcements and subsequent progress in a timely manner. when the company's board of directors makes a resolution on the issuance of shares, the proposed listing on other securities exchanges at home or abroad, or the issuance of other securities, it shall disclose relevant announcements in a timely manner from the date of the board of directors' resolution."

1) disclosure violations at the outset

in the early morning of september 23, 2024, before the deadline of this article, the latest announcement of juele co., ltd. on the designated information disclosure platform of the national equities transfer system was still on august 29, 2024. that night, after juele co., ltd. had just obtained the approval from the stock transfer center for its listing on the new third board, it issued 18 documents in one go, announcing that it had turned into a public company.

there is still no sign of information disclosure regarding the submission of the guidance filing application for the latest public offering of shares by juele co., ltd.

at this time, many days have passed since the latest round of listing progress of juele co., ltd.

according to the listing guidance registration application submitted by juele co., ltd. to the sichuan securities regulatory bureau, it had signed a guidance agreement with cicc for its listing on the beijing stock exchange as early as september 11, 2024.

two days later, on september 13, 2024, juele co., ltd. submitted an application for relevant listing guidance filing to the sichuan securities regulatory bureau.

on september 18, 2024, the sichuan securities regulatory bureau officially accepted and filed the listing guidance for juele co., ltd.

similar to the listing guidance arrangements for most companies, the listing guidance for juele shares was divided into three stages by intermediary institutions such as cicc, namely, preliminary investigation and survey, mid-term improvement of corporate governance and internal control and training of relevant laws and regulations for the guidance objects, and finally acceptance of the regulatory agency's acceptance and on-site inspection and guidance.

the implementation of listing guidance work is already a piece of cake for juele co., ltd., which has gone through many listing preparations.

however, the special nature of this listing on the beijing stock exchange compared to previous ipos caused juele holdings to be involved in information disclosure violations from the very start.

"if juele shares are already a company listed on the new third board, then according to regulations, it should first announce the relevant matters in a timely manner when it formally signs the coaching agreement with citic construction investment and submits the coaching filing to the regulatory authorities. when it obtains the sichuan securities regulatory bureau's formal filing for its listing coaching, it should again announce the progress of the promotion as soon as possible in accordance with regulations." the above-mentioned senior investment banker believes.

the latest company listed on the beijing stock exchange, tongling nonferrous metals group tongguan mining construction co., ltd. (hereinafter referred to as "tongguan mining construction"), which has just obtained the listing registration approval and is entering the issuance procedure, has a sample of its relevant information disclosure process.

tongguan mining and construction started its listing guidance on the beijing stock exchange at the end of 2022.

on december 23, 2022, tongguan mining construction and tianfeng securities signed the "guidance agreement between tongling nonferrous metals group tongguan mining construction co., ltd. and tianfeng securities co., ltd. on the public issuance of shares to unspecified qualified investors and listing on the beijing stock exchange".

the next day, on december 24, 2022, tongguan mining construction submitted its guidance registration application for this listing to the anhui securities regulatory bureau.

on december 26, 2022, tongguan mining and construction publicly disclosed the above-mentioned listing guidance filing and progress on the designated information disclosure platform of the national equities transfer system in accordance with regulations.

on december 27, 2022, the beijing stock exchange listing guidance filing materials of tongguan mining and construction were officially accepted by the anhui securities regulatory bureau, and the same day was determined as the listing guidance filing date of tongguan mining and construction.

it was also on the same day, december 27, 2022, that after receiving the notice of acceptance of listing registration, tongguan mining and construction immediately made an announcement through the disclosure platform of the stock transfer center, and at the same time issued necessary risk warnings.

similarly, in the listing review process of the beijing stock exchange in the past few years, there have been precedents like the current case of juele shares, which was held accountable by the regulators for failing to disclose relevant information on the beijing stock exchange's listing guidance in a timely manner in accordance with relevant regulations.

on september 9, 2022, tongling technology, which is currently listed on the new third board, was given a verbal warning as a self-regulatory measure by the stock transfer center.

the reason why tongling technology was fined this time was that its information disclosure was suspected of being illegal and in violation of regulations - it failed to announce the progress of its listing guidance work in a timely manner.

the actions of tongling technology back then were quite similar to those of juele holdings today.

public information shows that on june 20, 2022, tongling technology and dongxing securities signed the "guidance agreement between shanghai tongling automotive technology co., ltd. and dongxing securities co., ltd. on the initial public offering of rmb common shares (a shares) and listing", and on the next day, june 21, 2022, submitted the guidance filing application materials to the shanghai securities regulatory bureau.

on june 23, 2022, the shanghai securities regulatory bureau completed the guidance filing and registration for tongling technology's listing.

however, it was not until june 27, 2022 that tongling technology announced on the stock transfer center that it had signed a listing guidance agreement with dongxing securities and submitted it to the regulatory authorities for filing.

the regulatory authorities believe that the above-mentioned actions of tongling technology violate article 1.5 of the "business rules" and article 44 of the "information disclosure rules", and constitute information disclosure violations, so they gave verbal warnings to its chairman and secretary.

tongling technology was punished for violations of laws and regulations such as information disclosure when it first went public. its ipo road has been bumpy and turbulent since then.

it originally planned to ipo on the shenzhen stock exchange's chinext board, but it had to terminate the above-mentioned listing guidance agreement with dongxing securities at the end of 2023, and instead tried to list on the beijing stock exchange like juele holdings is doing today.

on june 12, 2024, tongling technology issued an announcement stating that under the guidance of changjiang securities, "the company has comprehensively considered factors such as the current capital market situation, its own development strategy and overall profitability level, and intends to change its plan of initial public offering and listing on the growth enterprise market to a public offering of shares to unspecified qualified investors and listing on the beijing stock exchange."

to date, although tongling technology's listing guidance has lasted for nearly two years, it has still not passed the acceptance.

however, whether juele shares’ failure to disclose relevant information about its listing guidance in a timely manner should be considered as a disclosure violation by a new third board company remains to be discussed.

"the particularity of jule shares' information disclosure violation this time lies in the fact that when it signed the listing guidance agreement and submitted the registration application, although jule shares had obtained the approval document for listing on the new third board, as of the time when it was formally accepted by the sichuan securities regulatory bureau, jule shares had not actually completed the listing and trading on the new third board. according to relevant regulations, jule shares can implement this process within 12 months after obtaining the approval for listing on the new third board. so in this process, should jule shares comply with the requirements of the "information disclosure rules" and conduct information disclosure supervision?" a person from an intermediary institution close to jule shares told kekou finance.

indeed, after the stock transfer company issued a letter to juele shares on august 27, 2024, agreeing to its public transfer and listing on the national equities exchange and quotation system, on august 29, juele shares immediately disclosed a series of announcements including the public transfer instructions.

however, there has been no movement on when the listing will be completed by juele shares.

however, the above-mentioned senior investment banker believes that the failure to complete the listing on the new third board cannot be an "excuse" for juele co., ltd.'s information disclosure violations this time.

"first, the stock transfer center has opened an information disclosure platform for jule shares in accordance with the new third board listed companies and granted it a listing code. secondly, in the latest listing guidance filing materials submitted by jule shares to the sichuan securities regulatory bureau, it has clearly stated that it is a new third board listed company. according to the principle of 'enjoying power and assuming corresponding responsibilities', if jule shares should not be regarded as a new third board listed company at this time and should avoid the supervision of the "information disclosure rules", then there is a problem of incorrect identity information reported in the listing guidance filing materials submitted to the sichuan securities regulatory bureau." the above-mentioned senior investment banker pointed out.

as the senior investment banker said, according to the latest coaching filing report of juele food published on the online service platform of the china securities regulatory commission, in the report submitted by cicc on september 13, 2024, in the column of "(application) for listing or listing on other exchanges", the words "neeq listed company" were clearly written.

2) can we break the listing “curse” of “lessons learned from the past”?

following the punishment for a similar case involving tongling technology, if the disclosure of information on listing guidance by juele holdings is deemed to be illegal or in violation of regulations, the relevant person in charge of juele holdings may receive a verbal warning from the stock transfer center.

if juele co., ltd. corrects this defect in a timely manner, it should not have a substantial impact on its listing on the beijing stock exchange.

after all, in recent years, the performance of juele shares has been remarkable. if its industry had not been controversial for the main board ipo, it might have been listed on the shenzhen stock exchange long ago.

according to the relevant operating data released by juele co., ltd. when it applied for listing on the new third board, both its revenue and profits have achieved sustained growth in the past three years.

from 2021 to mid-2023, juele co., ltd. achieved operating income of 1.42 billion, 1.47 billion, and 1.562 billion, respectively, with corresponding non-net profits of 145 million, 158 million, and 187 million, and average returns on net assets of 28.66%, 24.74%, and 23.30%, respectively.

with this performance, it should not be difficult for juele co., ltd. to complete its listing on the beijing stock exchange under the premise of corporate governance and internal control compliance.

however, the real challenge for juele co., ltd. may be how to make good use of the raised funds to further support the development of the company after achieving the goal of listing, and how to continue to maintain a good operating situation and a sound corporate management and governance structure after the company's scale is further expanded.

lizhiyuan's performance after its a-share listing has made people worry about the future of juele's capitalization.

like jule holdings, lizhiyuan is also a well-known regional dairy beverage brand in china.

whether in the previous ipo application materials submitted to the china securities regulatory commission or the shenzhen stock exchange or in the recently announced new third board public transfer instructions, liziyuan was regarded by juele holdings as a similar comparable enterprise and competitor.

juele co., ltd. said that based on factors such as brand location, business scale, market coverage, etc., dairy beverage companies can be divided into foreign brand companies, national brand companies and regional brand companies. it itself and lizhiyuan are representatives of regional brands.

public information shows that lizhiyuan was founded in 1994 and has been deeply involved in the neutral milk-containing beverage industry for a long time. it currently ranks first in market share in this sub-industry.

lizhiyuan's main revenue comes from the east china market and it is quite famous in jiangsu and zhejiang areas.

jule holdings stated that since the launch of its "sour milk" dairy beverage product in 1996, it has been a best-seller and has experienced more than 20 years of steady development, and has become one of the largest and most well-known dairy product production and sales companies in southwest china.

according to the "2022 china dairy beverage industry overview" released by frost & sullivan and toubao research institute, in 2021, juele co., ltd.'s share of china's dairy beverage market was 0.59%, ranking ninth, while lizhiyuan ranked fifth with a market share of 1.15%.

lizhiyuan was the first to complete its ipo on the shanghai stock exchange main board in early 2021.

however, after lizhiyuan went public, not only did it fail to achieve the nationwide expansion it had expected, it also failed to create new glory. on the contrary, its performance remained stagnant over the past three years, causing investors to lose confidence in it and making it feel unprecedentedly anxious.

at the 2024 semi-annual performance briefing held by li ziyuan recently, li ziyuan general manager zhu wenxiu explained that the decline in revenue during the reporting period was due to the impact of the economic environment and the weak recovery of the consumer market. afterwards, "li ziyuan is not selling well" became a hot topic on weibo, sparking discussions among many netizens.

according to the 2024 interim report data just released by lizhiyuan, in the first half of this year, its operating income fell by 3.08% to 679 million yuan, while its net profit attributable to shareholders was approximately 95.12 million yuan, a year-on-year decline of nearly 30%.

in fact, in the past three years since its listing, lizhiyuan's performance has been stagnant.

although as early as 2021, lizhiyuan's operating income reached 1.47 billion in its first year of listing, and its net profit attributable to the parent company exceeded 262 million.

but after a few years, li ziyuan's annual revenue is still hovering around 1.4 billion. for example, its revenue once dropped to 1.404 billion in 2022, and improved slightly in mid-2023, but it only increased slightly to 1.412 billion. similarly, the scale of net profit has long fluctuated between 220 million and 230 million.

based on li ziyuan's financial data from 2021 to 2023, it can be seen that after li ziyuan completed its ipo, the compound growth rate of its revenue and profits both showed a negative growth trend.

the weak performance naturally made investors in the secondary market vote with their feet.

on february 8, 2021, the day when lizhiyuan was listed on the shanghai stock exchange, its stock price closed at 28.86 yuan per share, which also brought its market value to nearly 4.5 billion. in the following months, amid investors' high expectations, lizhiyuan's market value once soared to nearly 10 billion.

but more than three years have passed, and li ziyuan's performance has not improved for a long time. as of september 20, 2024, its total market value was only 3.286 billion.

along with lizhiyuan, jun yao health, which is regarded by jule holdings as a major competitor of comparable companies in the same industry, also faced the dilemma of a sharp decline in net profit immediately after its listing, and there has been no sign of improvement so far.

jun yao health is also a company classified as a regional dairy beverage brand by jule holdings.

in the market share ranking from 2019 to 2021, jun yao health also outperformed jule holdings.

jun yao health completed its listing on the main board of the shanghai stock exchange in august 2020.

in 2020, juneyao health, known as the "no. 1 room-temperature lactic acid bacteria stock", suffered a "double decline" in revenue and profit in the year of its listing. according to its 2020 financial data, the company achieved total operating revenue of 852 million yuan that year, a year-on-year decrease of 31.62%; the net profit attributable to shareholders of the listed company was 213 million yuan, a year-on-year decrease of 27.60%.

in 2021, although juneyao health's revenue has improved slightly compared with the previous period, the company's net profit fell to 147 million yuan in the same period, a year-on-year decrease of 31.26%. in 2022, the company's net profit further shrank to 76.6313 million yuan, and the year-on-year decline widened to 47.87%. by 2023, juneyao health's net profit had shrunk to 57.5759 million yuan, a year-on-year decrease of 24.97%.

in the first half of 2024, jun yao health's performance continued to see a decline in both revenue and profit - operating income was only 756 million yuan, a year-on-year decline of 14.00%; net profit attributable to shareholders was 35 million yuan, a year-on-year decline of 27.09%.

of course, as profits continued to decline, jun yao health’s stock price also plummeted.

past mistakes are lessons for the future.

after several failed attempts at ipo, can jule shares regain its momentum by listing on the beijing stock exchange? if one day, after landing on the a-share market, can it get rid of the negative impact left on investors by similar comparable companies such as liziyuan and juneyao health in the domestic capital market, and get rid of the "peak upon listing" curse?

koko finance will also continue to pay attention.

(over)