对赌协议
Search documents
“梅”开三度,果类零食龙头溜溜果园再次递表港交所
2 1 Shi Ji Jing Ji Bao Dao· 2025-10-31 11:00
Core Viewpoint - The company "Liuliu Guoyuan Group Co., Ltd." has submitted a new application for an IPO on the Hong Kong Stock Exchange after previous attempts failed, with a looming deadline for a buyback agreement if it does not go public by the end of 2025 [1][10]. Group 1: Company Overview - Liuliu Guoyuan specializes in the research, production, and sales of unique fruit snacks, particularly focusing on products made from green plums [4]. - The company has launched three main product categories: dried plum snacks, western plum products, and other plum-related items [4]. Group 2: Market Position - According to Frost & Sullivan, Liuliu Guoyuan ranks first in the Chinese fruit snack industry with a market share of 4.9% and also leads in the natural jelly and plum product sectors with market shares of 45.7% and 7.0%, respectively [4]. - The company has maintained its top position in the green plum and western plum snack sectors for four consecutive years from 2021 to 2024 [5]. Group 3: Financial Performance - The total revenue for Liuliu Guoyuan for the years 2022, 2023, 2024, and the first half of 2025 was reported as 1.174 billion, 1.322 billion, 1.616 billion, and 959 million RMB, respectively [6]. - Net profits for the same periods were 68.4 million, 99.2 million, 148 million, and 60.2 million RMB, with a notable profit of 106 million RMB in the first half of 2025 [6]. Group 4: Challenges and Risks - The company faces challenges such as high debt levels, with short-term loans amounting to 312 million RMB and cash reserves of only 78 million RMB as of February 2025 [7]. - Liuliu Guoyuan's revenue structure is heavily reliant on dried plum snacks, which contributed over 60% of total revenue in recent years, indicating a lack of diversification [6]. - The company has seen increasing sales and distribution expenses, totaling 902 million RMB over three years, while R&D spending has been significantly lower, raising concerns about long-term sustainability [9]. Group 5: Investment and Financing - Since 2015, Liuliu Guoyuan has undergone four rounds of financing, with investors increasingly withdrawing due to the halted IPO processes [10]. - A buyback agreement with new investors from the D round financing stipulates that if the company does not go public by December 31, 2025, the controlling shareholder must repurchase shares at a price including a 6% annual interest [11].
溜溜梅上市终极冲刺:距离对赌死线仅剩一月,港交所二次递表
Guan Cha Zhe Wang· 2025-10-30 01:46
Core Viewpoint - Liuliu Fruit Garden is urgently pursuing an IPO due to a countdown on a betting agreement with investors, which requires the company to go public by the end of 2025 or face buyback obligations [1][22]. Group 1: IPO Urgency - Liuliu Fruit Garden submitted a new IPO application to the Hong Kong Stock Exchange on October 28, just 12 days after its previous application lapsed due to inactivity [1]. - The average listing cycle for Hong Kong stocks in 2024 is approximately 393 days, indicating a tight timeline for Liuliu Fruit Garden to complete its IPO before the end of 2025 [1]. Group 2: Historical Context - The company first attempted to go public in 2019 by applying for an A-share listing but withdrew the application six months later, citing unfavorable market conditions [2]. - In the same month of the A-share withdrawal, a significant shareholder, Li Qing, sold his shares for 118.5 million RMB, indicating a lack of confidence in the company's immediate prospects [2]. Group 3: Financial Obligations - Liuliu Fruit Garden has faced significant financial pressure due to a buyback agreement with Beijing Sequoia, which required the company to redeem shares for 135 million RMB by November 2024, along with interest payments [4][5]. - The company has entered into new betting agreements with investors, requiring it to complete a qualified IPO by the end of 2025, or face buyback demands at a 6% annual interest rate [6]. Group 4: Ownership Structure - The founder, Yang Fan, and his wife control 87.77% of the company's shares, with Yang holding 37.97% directly [9][10]. - If the IPO fails, Yang and his wife would bear the primary financial losses, highlighting the personal stakes involved in the company's public offering [9]. Group 5: Market Position and Strategy - Liuliu Fruit Garden has shifted its focus to a new strategic direction, emphasizing the health benefits of its products, particularly the sour plum snacks, which are aimed at becoming mainstream [12][14]. - The company has seen growth in sales through supermarkets and specialty snack stores, with these channels accounting for 25% and 35.3% of sales, respectively, in the first half of the year [20]. Group 6: Financial Performance - The company's total revenue has shown a steady increase, with figures of 1.174 billion RMB in 2022, 1.322 billion RMB in 2023, and projected revenues of 1.616 billion RMB for 2024 [20][21]. - Despite growth, the company has not yet reached its goal of becoming a billion-dollar brand, indicating ongoing challenges in scaling its operations [22].
星瞰IPO | 冈田智能审核中止,上市为规避“对赌”?
Sou Hu Cai Jing· 2025-10-29 14:03
Core Viewpoint - The IPO application of Okada Intelligent (Jiangsu) Co., Ltd. has been suspended due to the expiration of financial documents, raising concerns about the urgency of the situation related to a "gambling" agreement [1][11]. Company Overview - Okada Intelligent submitted its IPO application in June 2023, aiming to raise 985 million yuan on the Shenzhen Stock Exchange. The company is based in Danyang, Jiangsu, and specializes in the R&D, production, and sales of core components for CNC machine tools, being the largest manufacturer of tool magazines in China [3][4]. - The company holds the top market share in China for its disk and chain tool magazines, as certified by the China Machine Tool & Tool Industry Association [3]. Financial Performance - The company has shown stable performance with revenue and net profit growth from 2022 to 2024, with revenues of 767 million yuan, 773 million yuan, and 932 million yuan, and net profits of 119 million yuan, 132 million yuan, and 169 million yuan respectively [4]. - However, accounts receivable have also increased, with balances of 252 million yuan, 254 million yuan, and 290 million yuan over the same period, consistently exceeding 30% of revenue, indicating potential cash flow pressures [4]. Pricing Pressure - Significant price declines for core products are expected in 2024, with prices for tool magazines, spindles, and rotary tables dropping by 7.25%, 11.27%, and 15.72% year-on-year respectively. The reasons for these declines were not explained in the prospectus, but market analysts suggest it reflects increased competition and maturing domestic technology in the CNC machine tool sector [5]. Shareholding Structure - The company's shareholding is highly concentrated, with the actual controllers, Chen Liang and Cai Lijuan, being a married couple. There have been multiple instances of shareholding transfers and proxy holdings involving their family members [7][9]. - As of the prospectus signing date, Chen and Cai directly hold 16.51% of the shares and indirectly control 75.23%, totaling 91.74% control over the company [9]. Dividend Concerns - In 2022, the company distributed a substantial dividend of 120 million yuan, which was nearly equal to its net profit of 119 million yuan for that year. This raised questions about the rationale behind the dividend distribution and the motives for the upcoming IPO [9]. Gambling Agreement - The only external shareholder, the Industrial Mother Machine Industry Fund, signed a gambling agreement with Okada Intelligent, which stipulates that if the company fails to go public by December 31, 2028, it will trigger a buyback option. This agreement has led to speculation that the company is under pressure to complete its IPO to avoid triggering the agreement [11].
曾被董明珠看重的王自如,咋就和罗永浩掉进同一条河里?
Sou Hu Cai Jing· 2025-10-27 10:10
Core Insights - Wang Ziru and Luo Yonghao, prominent figures in the digital technology sector, are both facing high consumption restrictions due to significant personal debts stemming from failed financing agreements [1] Group 1: Financial Difficulties - Wang Ziru disclosed a personal debt of approximately 100 million yuan, which has resulted in restrictions on high consumption, limiting his travel options to lower-class trains [1] - Luo Yonghao revealed that he is currently involved in over 100 lawsuits and faced a consumption restriction that forced him to cancel a flight and travel by train for 17 hours [1] - Both individuals' financial troubles are largely attributed to poor company performance and liabilities arising from "betting agreements" related to their respective companies [1] Group 2: Legal and Financial Agreements - Luo Yonghao's financial obligations stem from a "repurchase clause" signed during the financing of Smartisan Technology in 2015, which required him to buy back shares if the company did not go public within five years [1] - Wang Ziru's debt of approximately 100 million yuan includes obligations from failed betting agreements, with specific amounts of 36.29 million yuan in enforced payments and over 28.78 million yuan in unfulfilled obligations [1] - Market analysts suggest that the stringent requirements for personal guarantees in domestic financing contribute to the financial burdens faced by entrepreneurs like Wang Ziru and Luo Yonghao, contrasting with more lenient practices in foreign financing [1]
罗永浩口中“被包养的男顶流”,与仓井空直播,如今负债1亿
Sou Hu Cai Jing· 2025-10-23 10:07
Core Insights - The article discusses the financial struggles of Wang Ziru, a prominent figure in the digital industry, who is currently in debt of 100 million yuan due to past business ventures and failed investments [2][7]. Group 1: Background and Initial Success - Wang Ziru started his career by posting unboxing videos in 2010, which gained significant traction despite initial financial struggles, including a personal loan of 300,000 yuan [2][4]. - In June 2012, he founded ZEALER and received 2 million yuan in angel investment from Shunwei Capital shortly after, leading to further investments from major companies like Tencent and a valuation increase to over 200 million yuan [4]. Group 2: Challenges and Downfall - The downfall of ZEALER is attributed to a "performance guarantee" clause in investment agreements, which required the company to meet specific revenue or valuation targets, leading to significant financial liabilities when these targets were not met [5][6]. - Wang Ziru faced legal issues, including a court ruling that required him to pay 33.84 million yuan to Shanghai Shuhui Venture Capital, resulting in restrictions on his spending and travel [6]. Group 3: Industry Dynamics and Competition - The competitive landscape was further complicated by public disputes with other industry figures, notably Luo Yonghao, which affected ZEALER's reputation and market position [8][11]. - Despite the challenges, ZEALER managed to leverage the publicity from these disputes to gain more visibility in the market, illustrating the dual nature of public relations in the tech industry [11]. Group 4: Career Transition and Current Status - After leaving ZEALER in 2021, Wang Ziru joined Gree Electric Appliances, where he was involved in channel reform projects and reportedly earned an annual salary between 2 to 4 million yuan [13][15]. - His tenure at Gree was short-lived, as he left amid ongoing debt issues, and he has since attempted a second entrepreneurial venture in AI [15].
溜溜梅H股上市再受阻,对赌失败几成定局
Sou Hu Cai Jing· 2025-10-22 12:01
Core Viewpoint - Liu Liu Guo Yuan's IPO process has been paused as its Hong Kong prospectus has expired after six months, raising concerns about its market position and operational challenges [2][3]. Group 1: Company Overview - Liu Liu Guo Yuan primarily focuses on the research, production, and sales of specialty fruit snacks, particularly those made from green plums [3]. - The company has developed a diversified product matrix under the "Plum+" strategy, including dried plum snacks, western plum products, and plum jelly [3]. - As of 2024, Liu Liu Guo Yuan ranks first in the Chinese fruit snack industry with a market share of 4.9%, and it also leads in the natural jelly and plum product sectors with market shares of 45.7% and 7.0%, respectively [3]. Group 2: Financial Performance - Liu Liu Guo Yuan has shown steady revenue growth from 2022 to 2024, with total revenues of 1.174 billion, 1.322 billion, and 1.616 billion RMB, respectively [4]. - The gross profit for the same years was 453 million, 530 million, and 581 million RMB, with net profits of 68 million, 99 million, and 148 million RMB [4]. - The company heavily relies on dried plum snacks, which contributed over 60% of its revenue in recent years, while plum jelly accounted for about 25% of total revenue in 2024 [4]. Group 3: Marketing and R&D Expenditure - Liu Liu Guo Yuan has significantly increased its sales and marketing expenses, totaling 902 million RMB over three years, which is much higher than its net profits [6]. - The company has invested relatively little in research and development, with expenditures of 23.7 million, 33.6 million, and 18.9 million RMB from 2022 to 2024, totaling less than 80 million RMB [7]. - The marketing strategy has included high-profile celebrity endorsements, which have contributed to brand recognition [5]. Group 4: Challenges and Risks - Liu Liu Guo Yuan faces significant pressure to complete its IPO by the end of 2025, or its controlling shareholder will have to buy back shares under specific agreements [2][12]. - The company has encountered numerous consumer complaints related to food safety, including issues with expired products and contamination [8]. - As of early 2025, Liu Liu Guo Yuan's cash reserves were critically low at 51 million RMB, while short-term debts amounted to 312 million RMB, indicating a cash flow crisis [11][13].
丰巢IPO停滞,被曝是对赌存在分歧,投资人亚投资本在香港提起诉讼
Sou Hu Cai Jing· 2025-10-22 11:42
Core Viewpoint - The IPO process of Fengchao has been stalled for over six months due to disputes over a buyback agreement with investor Asia Investment Capital, which has filed a lawsuit in Hong Kong, alongside issues of continuous losses and compliance inquiries [3][4]. Group 1: IPO Process - Fengchao submitted its IPO prospectus to the Hong Kong Stock Exchange in August 2024, aiming to become the first listed company in the parcel locker sector, but the prospectus became invalid in February 2025 due to failure to submit supplementary documents on time [3][4]. - The core reason for the IPO stagnation is a dispute over a buyback agreement with Asia Investment Capital, which invested a total of $400 million (approximately 2.587 billion RMB) in early 2021 [3][4]. Group 2: Financial Performance - Fengchao has reported losses for three consecutive years, with net losses of 2.071 billion RMB, 1.166 billion RMB, and 541 million RMB from 2021 to 2023, totaling over 3.7 billion RMB [4][5]. - In the first half of 2024, Fengchao achieved a net profit of 72 million RMB, but the stability of this profit remains uncertain [4]. Group 3: Compliance Issues - The China Securities Regulatory Commission has raised concerns regarding the legality of Fengchao's "storage fee" and package service fee, requiring additional disclosures, which Fengchao failed to provide within the stipulated time [4][5]. - The penetration rate of the "storage fee" business has been increasing, with the number of paid packages rising from 430 million in 2021 to 517 million in 2023, while the proportion of paid packages increased from 6.9% to 8.0% [5]. Group 4: Business Structure - Revenue from end-delivery services charged to couriers has been a core income source, increasing from 14.553 billion RMB in 2021 to 18.359 billion RMB in 2023, but its contribution to total revenue has been declining from 58% to 48.2% [5]. - Despite having a market share due to its scale advantages, Fengchao faces challenges from ongoing losses, buyback pressures, compliance inquiries, and the current lawsuit, making the future of its IPO uncertain [5].
丰巢IPO因何停滞?知情人士回应
Di Yi Cai Jing Zi Xun· 2025-10-21 10:08
Core Viewpoint - The resignation of Xu Yubin, the founder and CEO of Fengchao, has brought the company's stalled IPO process back into public attention, with ongoing legal disputes affecting its progress [2][7]. Group 1: IPO Process and Legal Issues - Fengchao submitted its IPO application to the Hong Kong Stock Exchange in August 2022, but the application became invalid in February 2025 due to the failure to submit supplementary documents within the required timeframe [2]. - The IPO process has been hindered by a lawsuit filed by one of its investors, Asia Forge (Cayman) Ltd., which is linked to Asia Investment Capital, over disagreements regarding a buyback agreement [2][7]. - The lawsuit has created significant uncertainty, potentially delaying the IPO review process and complicating the company's shareholder structure [9][10]. Group 2: Financial Performance - Fengchao has reported continuous losses over the past three years, with total losses exceeding 3.7 billion yuan from 2021 to 2023, although it achieved a net profit of 72 million yuan in the first half of 2024 [10][11]. - The company's revenue has shown some growth, increasing from approximately 2.53 billion yuan in 2021 to 3.81 billion yuan in 2023, but the cost of sales has also risen, leading to significant gross losses in previous years [11]. - The number of paid packages stored in Fengchao's smart lockers has increased from about 430 million in 2021 to 517 million in 2023, indicating a growing penetration rate [12]. Group 3: Business Model and Revenue Streams - Fengchao generates revenue from various services, including fees charged to couriers for last-mile delivery services, which increased from 14.55 billion yuan in 2021 to 18.36 billion yuan in 2023 [13]. - However, the contribution of last-mile delivery services to total revenue has decreased from approximately 58% in 2021 to 48.2% in 2023, and further down to 40.8% in the first five months of 2024 [13].
首付到老赖,一年蒸发820亿,还被万科告上法庭,王健林能翻身吗
Sou Hu Cai Jing· 2025-10-21 09:45
Core Viewpoint - Wang Jianlin's financial struggles are highlighted, with significant debt and cash flow issues leading to a series of asset sales and legal disputes with former allies [1][5][26]. Group 1: Financial Crisis - Wang Jianlin's family wealth has evaporated by over 800 billion, and his ranking has dropped significantly due to financial mismanagement and failed investments [6][8]. - The crisis began with two major bets on the company's public listing, which ultimately failed, leading to immense buyback pressures [8][9]. - In 2021, a new strategic investment was made to alleviate the pressure, but it resulted in a loss of control over key assets [11][15]. Group 2: Asset Sales - Wang Jianlin initiated a large-scale asset sale to address debt, including nearly 100 Wanda Plazas, with significant transactions involving major companies like Tencent and JD [19][21]. - Despite these sales, the financial situation did not improve as many transactions were completed as debt offsets rather than generating new cash flow [24]. Group 3: Legal Disputes - Vanke has filed a lawsuit against Wanda, marking a significant shift from their previous partnership, which has further damaged Wang Jianlin's reputation [3][30]. - The lawsuit stems from a previous collaboration that has now turned contentious, with Vanke seeking repayment for investments made [28][30]. Group 4: Reputation and Future Prospects - The ongoing financial and legal troubles have severely impacted Wang Jianlin's business reputation, making it difficult to pursue new ventures [26][34]. - Despite attempts to pivot towards a "light asset" model in the cultural tourism sector, progress has been slow, and trust in his leadership has diminished [32][34].
丰巢IPO因何停滞?知情人士回应
第一财经· 2025-10-21 09:37
Core Viewpoint - The departure of Xu Yubin, the founder and CEO of Fengchao, has brought the company's stalled IPO process back into public focus, with ongoing legal disputes affecting its progress [3][10]. Company Background - Fengchao, originally established as Shenzhen Fengchao Technology Co., was fully owned by SF Express at its inception and later received investments from major logistics companies [5]. - The company underwent restructuring in 2019, with Fengchao Holdings replacing Fengchao Technology as the holding entity [6]. IPO Process and Legal Issues - Fengchao submitted its IPO application to the Hong Kong Stock Exchange in August 2024, but the process has been hindered by a lawsuit from investor Asia Forge (Cayman) Ltd. regarding a buyback agreement [3][9]. - The lawsuit has created significant uncertainty, potentially delaying the IPO and complicating the review process by the Hong Kong Stock Exchange [10][11]. Financial Performance - Fengchao has reported continuous losses over the past three years, with total losses exceeding 3.7 billion RMB from 2021 to 2023. However, the company turned a profit of 72 million RMB in the first half of 2024 [13][14]. - Revenue has shown growth, increasing from approximately 2.53 billion RMB in 2021 to 3.81 billion RMB in 2023, although the cost of sales has also risen significantly [14]. Business Model and Revenue Streams - Fengchao's business model includes fees for package storage and delivery services, with the number of paid packages increasing from 430 million in 2021 to 517 million in 2023 [15]. - The contribution of last-mile delivery services to total revenue has decreased from about 58% in 2021 to 48.2% in 2023, indicating a shift in revenue structure [15].