Two Failed Listing, Macarone Went Through IPO For The Third Time With Gambling Agreement

According to the official website of Shenzhen Stock Exchange, makaron Jewelry Co., Ltd. (hereinafter referred to as "mancalon") from Zhejiang Province will be launched on September 23 and will be reviewed by the municipal Party Committee on the gem.

Looking at the past, the road of macarone's listing is full of twists and turns.

As early as November 2013, mancalon registered with Zhejiang securities regulatory bureau. In June 2015 and April 2017, macarone disclosed the prospectus twice on the official website of the CSRC, but they both terminated the examination and withdrew regretfully.

On September 16, mankaron disclosed the latest prospectus on the official website of Shenzhen Stock Exchange.

Different from the previous two plans to land on the main board of the Shanghai Stock Exchange, macarone plans to switch to the growth enterprise market this time, issuing no more than 51 million shares and raising 358 million yuan of capital. The sponsor institution has also changed from Minsheng securities in the previous two times to Zheshang securities.

According to the prospectus, at present, macarone still has listing and gambling agreements with Xinhai venture, Zhejiang merchant Lihai and other institutions. Can macarone stand out in the third IPO?

60% of the revenue comes from Hangzhou and Ningbo

According to the latest prospectus, macarone was established in 2009 and registered in Xiaoshan, Hangzhou. It is mainly engaged in jewelry retail chain sales business, focusing on jewelry brand construction and focusing on young consumer groups. It has jewelry brands such as "Mclon macaron" and "Legend of the past and present".

Mankaron said that the main business income mainly comes from pure gold jewelry and inlaid jewelry. The main business model is direct stores, counters and franchises. The main products are Jike gold and "three loves and one diamond", namely "aishangjin", "aishangxuan", "aishangcai" series and diamond jewelry.

From 2017 to 2019, the revenue of macarone is 837 million yuan, 920 million yuan and 897 million yuan respectively, and the net profit attributable to the parent is 43.8184 million yuan, 55.0391 million yuan and 64.9121 million yuan respectively.

In the first half of the year, affected by the epidemic, mankaron said that from January to June 2020, the sales revenue was 373 million yuan, a year-on-year decrease of 16.28%, and the net profit attributable to the mother was 31.58 million yuan, a year-on-year decrease of 11.22%.

As a leading brand in Zhejiang Province, macarone's brand awareness in the whole country is relatively weak. According to the prospectus, in the past three years, about 60% of its sales revenue came from Hangzhou and Ningbo.

In 2017-2019, the revenue from Hangzhou and Ningbo accounted for 62.81%, 60.03% and 58.63% of its main business income. Compared with that of Zhejiang Province, the proportion of its main business income in recent three years was only 27.03%, accounting for only 1.03% of the total revenue from Zhejiang Province.

From the perspective of operation channels, as of the end of December 2019, there were 161 retail terminal outlets, including 25 Direct stores, 67 counters and 69 franchise stores. During the reporting period, macarone gradually closed down the street stores such as Shaoxing store, Hangzhou Jiefang store, Hangzhou Fengqi store and Zhuji store, and added more direct stores in shopping malls.

"Different from Lao Fengxiang and Chow Tai Fook focusing on gold jewelry, the essence of inlaid jewelry is brand marketing, paying more attention to brand stories and occupying consumers' minds. It can be seen that the jewelry brands in Hong Kong and Taiwan, which are doing better, sell more brand premium, "a former jewelry industry insider told the 21st century economic report on September 21.

A key gambling agreement

Why does macarone, who failed to go public twice and still broke through the IPO barrier, insist on going public?

A gambling agreement revealed the secret of it.

According to the latest prospectus, since its establishment, macarone has increased its capital and shares for many times. In 2012, it introduced four external investors, including Tianjin Tiantu, Shenzhen Tiantu, Xinhai venture and Zhejiang merchant Lihai.

Its capital increase of RMB 52 million was officially signed by carlon capital company a in July 2012. In the same month, Zheshang venture capital co invested 34.67 million yuan.

According to the self support of senior partners such as Kingman and Kingman, they are not willing to accept the rapid development trend of the jewelry industry Big data advantage ".

However, Tiantu capital, which is so optimistic about mankaron, quietly withdrew from the investment in 2018.

According to the prospectus, in October 2018, Shenzhen Tiantu and Tianjin Tiantu transferred all of their shares in macaron.

Specifically, Shenzhen Tiantu transferred 215700 shares to sun Songhe, the actual controller of mankaron, with the transfer amount of 1.4 million yuan; Tianjin Tiantu transferred 5.904 million shares and 4.08 million shares to sun Songhe and mankaron respectively, with the transfer amount of 38.26 million yuan and 26.44 million yuan respectively.

At present, macarone still signed a bet agreement with two other investment institutions Xinhai venture and Zhejiang merchant Lihai.

Both Xinhai venture capital and Zhejiang Lihai are private investment funds, and the fund manager is Zheshang Venture Capital Co., Ltd.

According to the prospectus, before the IPO, Xinhai venture capital and Zhejiang Lihai respectively held 3.4 million shares of macarone, accounting for 2.22% of the total equity of the company before the offering, and were the fourth and fifth largest shareholders of the company.

According to the prospectus, on August 2, 2012, Xinhai venture capital, Zheshang Lihai, and its controllers, sun Songhe and mancalon, signed an investment agreement. It is stipulated that if macarone fails to complete the issuance and public listing of domestic A-share main board or gem or overseas securities market recognized by Party A before December 31, 2015, or the audited net profit in 2012 is less than 55 million yuan Venture capital and Zhejiang businessman Lihai have the right to ask sun Songhe and mancalon to buy back all the shares held by them.

On May 31, 2015 and April 23, 2019, Xinhai venture, Zheshang Lihai and macaron, sun Songhe and mancalon investment signed supplementary agreement (1) and supplementary agreement (2) respectively to further clarify the equity repurchase and "exit mechanism".

As for the potential challenges of listing such jewelry enterprises, some investment banks have analyzed and pointed out that "the domestic jewelry retail industry has high tax rate pressure, and many enterprises may adopt irregular fiscal and tax operation methods. If they want to be listed in the increasingly standardized and strict A-share market, jewelry companies must further standardize their internal governance."

"In addition, the quality of products is also critical, such as shoddy goods, unreasonably high prices, difficult after-sales service, etc., all of which need to be solved." The above investment bank analysis pointed out.