鸣鸣很忙"闯关"成功 港交所"量贩零食第一股"的角逐尘埃落定，鸣鸣很忙闯关成功。 而在IPO"通关"前夜，2026年年货节也已提前预热，头部品牌的年货布局，正成为量贩零食下半场的首场实战演练。 通过聆讯前的去年12月，中国证监会国际合作司发布关于鸣鸣很忙境外发行上市及境内未上市股份"全流通"备案通知书。 根据备案事项，鸣鸣很忙可发行不超过7666.64万股境外上市普通股、25名股东拟将所持合计约1.98亿股境内未上市股份转为境外上市股份，并在香港联合 交易所上市流通。 1月6日晚间，港交所网站披露聆讯后资料集，湖南鸣鸣很忙商业连锁股份有限公司（以下简称"鸣鸣很忙"）通过港交所上市聆讯，即将成为港股"量贩零 食第一股"。 聆讯后资料集显示，截至2025年9月30日的九个月内，鸣鸣很忙实现零售额（GMV）661亿元人民币，同比增长74.5%，超2024年全年。公司旗下零食很忙 和赵一鸣零食的全国合计在营门店数达19517家，全国签约门店数破2万。 从业绩层面来看，2025年前九个月，鸣鸣很忙实现收入463.71亿元，同比增长75.2%；经调整净利润18.10亿元，同比大幅增长240.8%。同期经营现金流净 额达2 ...

Core Insights - The retail industry experienced a significant wave of mergers and acquisitions in 2025, indicating a major capital reshuffle within the sector [1][27] - Major companies are either divesting non-core assets to focus on their main businesses or acquiring new brands to expand their portfolios [1][27] - Private equity firms are playing a crucial role in driving brand transformation and expansion in the retail sector [1][27] Group 1: Major Mergers and Acquisitions - Alibaba divested its stake in Suning and Intime Retail, marking a strategic shift to optimize resource allocation [3][26] - Mars, Incorporated completed the acquisition of Kellanova for approximately $35.9 billion, creating a global snack empire [5][7] - KKR acquired an 85% stake in Vista International, which is linked to the domestic beverage brand Da Yao, enhancing its control over the Chinese soda market [9][10] Group 2: Strategic Adjustments and Performance - After KKR's acquisition, Gao Xin Retail reported a revenue of 71.55 billion yuan, with a net profit of 386 million yuan, marking a turnaround from previous losses [4] - The acquisition of Kellanova by Mars is one of the largest in the packaged food sector in the last decade, highlighting the trend of consolidation among food giants [7][8] - CPE Yuanfeng's acquisition of Burger King China aims to accelerate local expansion with a commitment to invest $350 million [16][17] Group 3: Industry Trends and Future Outlook - The retail sector is shifting from scale expansion to lean operations, focusing on supply chain and brand value [2][27] - The relationship between brands and capital is evolving from mere financial support to active operational involvement, indicating a search for sustainable growth [27] - The ongoing mergers and acquisitions signal a re-evaluation of the value of physical retail, with supply chain and product strength becoming central to competition [27]

近期，万辰集团发布《重大资产购买暨关联交易实施情况报告书》，完成以支付现金方式收购南京万优 商业管理有限公司49.00%股权交易。 这笔交易并非简单的现金收购，而是一套"现金收购+股权转让+表决权委托"的组合拳。作为交易的一 部分，公司股东福建农开发、漳州金万辰及实控人王泽宁等，将向南京万优原实控人周鹏转让上市公司 989万股股份（占总股本5.27%）。为巩固控制权，周鹏及其配偶在获得股份后，拟将合计持有的6.55% 股份表决权委托给董事长兼总经理王泽宁行使。 这笔交易最受关注也最令人担忧的，是其对万辰集团财务状况造成的瞬时且巨大的压力。 根据公司公告的《备考审阅报告》，本次交易完成后，上市公司的资产负债率将从交易前的67.57%急 剧攀升至90.97%。 交易前，公司已间接控制南京万优51%股权；交易完成后，将直接及间接合计持有其75.01%的股权。南 京万优是万辰集团旗下"来优品"量贩零食品牌的运营主体，截至2025年5月底，拥有超过3212家门店， 是集团重要的收入和利润来源。 这种财务结构的剧变，根源在于交易的支付方式——全额现金收购。13.79亿元的真金白银支出，无疑 将大幅消耗公司的货币资金并推高 ...

Core Insights - Wancheng Group, originally a mushroom business, has transformed into a snack retail giant with over 15,000 stores, achieving a revenue growth of over 100 times in three years, but faces challenges with a low net profit margin of approximately 2% and significant profit distribution to minority shareholders [1][2][3] - The company is undergoing a leadership transition following the detention and resignation of founder Wang Jiankun, with his sister Wang Liqing taking over as chairman and his son Wang Zenning becoming the general manager, establishing a family management structure [1][9] Financial Performance - For the first three quarters of 2025, Wancheng Group reported a revenue of 36.562 billion yuan, a year-on-year increase of 77.37%, and a net profit attributable to shareholders of 855 million yuan, up 917.04% [1] - Despite high revenue, the net profit margin remains low at 2.34%, with a net profit margin of only 4.35% [2] - The company’s revenue surged from approximately 359 million yuan in the first three quarters of 2022 to 36.562 billion yuan in the same period of 2025, indicating a significant growth trajectory [3] Business Strategy and Challenges - Wancheng Group's rapid expansion has led to a high cost structure, with operating costs rising in line with revenue growth, indicating a lack of economies of scale [4] - The company employs a low-price strategy to capture market share, resulting in a diluted profit margin and increased competition among stores [4][14] - The high asset-liability ratio of 66.35% as of the third quarter of 2025 raises concerns about financial stability, with a significant portion of liabilities being short-term [5] Governance and Management Issues - The governance structure is heavily influenced by family members, with four out of eight board members being from the Wang family, raising concerns about the independence of the board [9][12] - The recent leadership changes and the family-centric governance model may pose challenges for the company's IPO plans, as market confidence has been shaken by the founder's legal issues [11][12] - The profit distribution structure has led to a significant portion of profits being allocated to minority shareholders, particularly benefiting Wang Zenning, which could create distrust among other shareholders [6][7] Market Position and Competitive Landscape - Wancheng Group's market position is threatened by increasing competition in the snack retail sector, with other brands like Mingming Hen Mang also pursuing IPOs and showing stronger financial performance [12] - The company faces risks from a saturated market where multiple brands compete for the same customer base, leading to potential store closures and reduced growth rates [12][14] - Quality control issues have emerged, with numerous consumer complaints regarding product safety and service, which could impact brand reputation and customer loyalty [14][15]

Core Viewpoint - Wancheng Group is seeking to list on both A-share and H-share markets, indicating its ambition for global strategic expansion and enhanced competitiveness in the snack retail industry [1][6]. Group 1: Company Expansion and Performance - Wancheng Group has rapidly expanded from fewer than 2,000 stores to over 15,000 stores in just over two years, showcasing significant growth momentum [1]. - In 2024, Wancheng Group opened nearly 10,000 new stores, with a year-on-year net profit increase of 454% and a market capitalization increase of 142% [2]. - Despite a slowdown in the pace of new store openings in the first half of the year, the company still reported a remarkable 500-fold increase in net profit compared to the previous year [2]. Group 2: IPO and Fund Utilization - The primary use of funds raised from the IPO will be for expanding the store network, enhancing store management systems, introducing new products, and improving digital capabilities [3]. - Wancheng Group's recent acquisition of a 49% stake in Nanjing Wanyou Commercial Management for 1.379 billion yuan is part of its strategy to strengthen market presence and partner relationships [4]. Group 3: Competitive Landscape - The competition between Wancheng Group and its main rival, Mingming Hen Mang, is intensifying, with both companies vying for the title of "first stock in the snack retail sector" [5][6]. - The choice of an A+H capital structure by Wancheng Group is seen as a strategic move to enhance its international image and provide confidence to franchisees, suppliers, and investors [6].

Core Viewpoint - Wancheng Group has submitted an application for listing on the Hong Kong Stock Exchange, aiming for a dual listing in both A-shares and H-shares, with plans to use the raised funds for expansion, product diversification, logistics efficiency, and digital infrastructure upgrades [2] Group 1: Company Overview - Wancheng Group was established in 2011, initially focusing on the industrial cultivation of edible mushrooms and has become a leading supplier in China [2] - The company entered the snack retail industry in 2022, launching the "Liu Xiaochan" brand and forming joint ventures to expand its snack business [3] Group 2: Financial Performance - Wancheng Group's total revenue is projected to grow from 9.3 billion in 2023 to 32.33 billion in 2024, representing a year-on-year increase of 247.9% [2] - The company's GMV is expected to reach 42.6 billion in 2024, with a year-on-year growth of 282% [2] - Adjusted net profit for 2024 is forecasted to be 820 million [2] Group 3: Market Position and Strategy - Wancheng Group operates 15,365 snack and beverage stores across 29 provinces, with over 99% being franchise stores [2] - The company aims to strengthen its competitive position in the Chinese snack retail industry and expand its "hard discount" business model into broader fast-moving consumer goods markets [4] Group 4: Competitor Analysis - Competitor Mingming Hen Mang plans to list on the Hong Kong Stock Exchange, with over 20,000 stores and projected revenues of 4.286 billion, 10.295 billion, and 39.344 billion for 2022, 2023, and 2024 respectively [3] - Mingming Hen Mang's adjusted net profits for the same years are 81 million, 235 million, and 913 million [3]

Core Insights - Wancheng Group has successfully transformed from a mushroom producer to a player in the bulk snack industry, preparing to re-enter the capital market [1][3] - The company faced a significant decline in profitability in its original mushroom business, prompting a strategic pivot to capitalize on the growing snack market [3][5] Company Overview - Established in 2011, Wancheng Group initially thrived on mushroom products, with revenue from mushrooms exceeding 70% from 2017 to 2021, leading to its listing on the Shenzhen Stock Exchange in 2021 [1][3] - In 2023, the gross margin for the mushroom business plummeted to -1.95%, despite a slight revenue increase to 402 million yuan in 2024 [3][5] Market Expansion - The Chinese snack industry is experiencing substantial growth, which Wancheng Group aims to leverage through its "Luxiaochan" brand launched in August 2022 [3][5] - The company rapidly expanded its store count from under 100 to over 20,000 across various regions in just a few years, with 98% of its 2024 revenue of 32.3 billion yuan coming from the snack business, marking a 248% year-on-year growth [3][5] Challenges Faced - The rapid expansion has led to issues such as food safety and service quality complaints, particularly regarding brands like "Haoxianglai" and "Laiyoupin" [5] - Despite high revenue, the company struggles with low profitability, reporting a net profit margin of -0.89% in 2023 and only 0.91% in 2024 [5] Management Changes - The company has undergone significant management changes, with founder Wang Jiankun under investigation and his sister Wang Liqing taking over as acting chairperson, while his son Wang Zeneng emerges as the actual controller [5][6] - Wang Zeneng's leadership is seen as stabilizing the company during this transition and continuing the transformation process [5][6] Future Considerations - Wancheng Group must address challenges such as maintaining market leadership, improving profitability, and reducing debt levels [6] - Consumer preferences for brands like "Haoxianglai" will be crucial for the company's ongoing success in the competitive snack market [6]

Core Viewpoint - Wanchen Group reported a significant increase in revenue and net profit for the first half of 2025, indicating strong business growth and operational efficiency improvements [1][2]. Financial Performance - In the first half of 2025, Wanchen Group achieved revenue of 22.583 billion yuan, a year-on-year increase of 106.89% [1]. - The company recorded a net profit attributable to shareholders of 472 million yuan, reflecting a staggering year-on-year growth of 50,358.8% [1]. - Historical performance shows that revenue for the first half of 2022, 2023, and 2024 was 202 million yuan, 2.217 billion yuan, and 10.915 billion yuan respectively, with net profits of 1.7754 million yuan, -5.5732 million yuan, and 934.6 thousand yuan [2]. Business Segments - The rapid growth is attributed to the focus on the bulk snack and edible fungus sectors, with the bulk snack business generating 22.345 billion yuan in revenue, while the edible fungus segment contributed only 23.8 million yuan [2]. - The company expanded its store count by 1,468, resulting in a total of 15,365 stores by the end of the reporting period [2]. Capital Operations - On August 12, Wanchen Group announced plans to acquire a 49% stake in Nanjing Wanyou Commercial Management Co., Ltd. for 1.379 billion yuan, increasing its ownership from 26.01% to 75.01% [3]. - Nanjing Wanyou, which operates the "Laiyoupin" brand, managed 3,212 stores and reported revenue of 7.712 billion yuan and net profit of 246 million yuan in 2024 [3]. - The acquisition includes performance commitments for Nanjing Wanyou to achieve net profits of no less than 320 million yuan, 330 million yuan, and 350 million yuan from 2025 to 2027 [3]. - Additionally, on August 23, Wanchen Group announced plans to issue H-shares and apply for listing on the Hong Kong Stock Exchange [3].

Core Viewpoint - Wanchen Group, once a leader in the edible mushroom industry, has successfully transformed into a major player in the snack retail sector, achieving significant revenue growth but facing multiple challenges including governance issues and profitability concerns [1][2][16]. Group 1: Company Transformation and Growth - After facing a 74.74% decline in net profit in 2021 and entering a loss in 2022, the company pivoted from its original business to acquire snack brands, achieving over 57 times revenue growth from 5.49 billion yuan in 2022 to 32.329 billion yuan in 2024 [1][6]. - The rapid expansion led to over 10,000 stores within two years, positioning Wanchen Group as the "first stock in snack retail" [1]. Group 2: Governance Issues - The family-controlled governance structure, while initially effective, has led to a lack of checks and balances, culminating in the chairman Wang Jiankun's investigation for alleged violations, which severely impacted market confidence [3][5]. - The board composition reflects a significant family influence, with 52.26% of shares held by family members, raising concerns about decision-making and internal conflicts [3][5]. Group 3: Financial Performance and Challenges - Despite impressive revenue growth, the company has struggled with profitability, reporting a net loss of 82.93 million yuan in 2023 and a net profit of only 867 million yuan in 2024, with a net profit margin of just 2.68% [6][9]. - High operational costs, including a 229.8% increase in sales expenses due to rapid store expansion, have further strained profitability, with total expenses significantly outpacing revenue growth [9][11]. Group 4: Market Competition and Strategic Shifts - The snack retail industry has shifted from a "blue ocean" to a "red ocean," intensifying competition and necessitating strategic pivots, such as the launch of a new discount supermarket format [12][13]. - Wanchen Group faces challenges in supply chain management and franchisee engagement, which are critical for the success of its new business model [13][15]. Group 5: Future Outlook - The company must address deep-rooted governance and profitability issues to avoid falling behind in a rapidly evolving market, as consumer expectations shift towards quality and efficiency [16][17]. - Wanchen Group's ability to navigate these challenges will not only determine its survival but also provide valuable lessons for other rapidly expanding private enterprises [17].

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expected stock price increase of over 20% relative to the benchmark index within the next 6 to 10 months [9][15]. Core Insights - The company plans to acquire a 49% stake in Nanjing Wanyou for a transaction price of 1.379 billion yuan, which is expected to enhance performance and market confidence [5][6]. - Following the recovery of minority stakes in 2024, this acquisition will further consolidate control and is projected to significantly boost earnings [6][8]. - The revenue and profit growth of the supply chain brand "Laiyoupin" under Nanjing Wanyou exceeded expectations, with 2024 revenue and profit reaching 771.2 million yuan and 24.6 million yuan, respectively, marking a year-on-year increase of 147% and a return to profitability [6][8]. Financial Projections - The company forecasts revenues of 52.567 billion yuan, 63.522 billion yuan, and 72.402 billion yuan for 2025, 2026, and 2027, respectively, representing year-on-year growth rates of 62.6%, 20.84%, and 13.98% [9][11]. - The projected net profits for the same years are 744 million yuan, 985 million yuan, and 1.185 billion yuan, with growth rates of 153.33%, 32.43%, and 20.36% [9][11]. - If consolidation factors are considered, the net profits could reach 874 million yuan, 1.126 billion yuan, and 1.334 billion yuan for 2025, 2026, and 2027, respectively, indicating even higher growth rates [9][11]. Company Overview - The latest closing price of the company's stock is 154.74 yuan, with a total market capitalization of 29 billion yuan and a circulating market capitalization of 25.3 billion yuan [4]. - The company has a debt-to-asset ratio of 79.9% and a price-to-earnings ratio of 90.26, indicating a high level of leverage and valuation [4]. - The largest shareholder is Fujian Huanxi Grass Agricultural Development Co., Ltd. [4].