On the eve of the exam, the time-honored domestic soft drink Bingfeng Beverage suffered a sudden change and withdrew its listing application materials.

　　On May 18, the official website of the CSRC announced that the 18th CSRC Issuance Review Committee will hold the 57th Issuance Review Committee Working Meeting in 2022 on May 19, 2022, and the specific meeting matters have been announced.

Because Bingfeng Beverage has applied to the China Securities Regulatory Commission to withdraw the application materials, it was decided to cancel the review of Bingfeng Beverage's issuance application documents at the working meeting.

　　Originally scheduled to take the exam on May 19, Xi'an Bingfeng Beverage Co., Ltd. (hereinafter referred to as "Bingfeng Beverage") withdrew its listing application after queuing for more than 11 months, missing the "first domestic soft drink".

　　In this IPO, Bingfeng Beverage plans to issue no more than 60 million shares, and is expected to raise 669 million yuan for projects such as the reconstruction and expansion of glass bottling production lines.

Huachuang Securities is the lead underwriter.

　　Bingfeng Beverage "trapped" in Shaanxi

　　Bingfeng Beverage, formerly known as Xi'an's first soda factory "Northwest Soda Factory", was established in 1948 and merged into the state-run Xi'an Food Factory in 1953, and the "Bingfeng" brand was born.

　　Locally in Shaanxi, there has always been a saying of "Liangpi, Roujiamo, and a bottle of Bingfeng" and it is called "Sanqin Package".

The main products of Bingfeng Beverage are "Bingfeng" glass bottle orange-flavored soda, canned orange-flavored soda, glass bottle sour plum soup, canned sour plum soup, etc.

　　According to Bingfeng Beverage's official website, in 1993, due to the intrusion of foreign brand beverages, the market competition was fierce, Bingfeng's market share dropped sharply to 30%, and it fell into depression.

Due to operational difficulties, Bingfeng was once in a situation of lack of funds.

　　In 1995, Bingfeng employees raised funds to solve the crisis at that time.

Two years later, the factory producing "Bingfeng" was renamed Xi'an Bingfeng Food and Beverage Company.

　　After a series of reforms such as the development of new cola-flavored products and the relocation of the entire plant were completed, Bingfeng Beverage disclosed on its official website that in 2008, it "stepped on the fast lane of high-quality development", and its annual sales exceeded 100 million bottles.

In 2016, the company was restructured into Xi'an Bingfeng Beverage Co., Ltd. with a registered capital of 100 million yuan, and was changed to a joint stock limited company in 2019.

　　The prospectus disclosed that in 2018, 2019, 2020 and the first half of 2021, the company's revenue was 286 million yuan, 302 million yuan, 333 million yuan and 219 million yuan respectively; the net profit attributable to shareholders of the parent company was 6969 million yuan. 10,000 yuan, 77.67 million yuan, 65.25 million yuan and 61.56 million yuan.

　　Canned orange-flavored soda is the main product of Bingfeng Beverages, with revenue of 118 million yuan in the first half of 2021, accounting for half of the current revenue; glass bottle of orange-flavored soda has revenue of 55.59 million yuan in the same period, with a higher gross profit margin than other products.

In the Bingfeng Tmall flagship store, the glass bottle of orange-flavored soda (200ml*6 bottles) is priced at 31.9 yuan, and the canned orange-flavored soda (330ml*24 cans) is priced at 69.9 yuan.

The prospectus disclosed that canned beverages are produced by outsourced manufacturers, and the cost is much higher than that of bottled beverages; glass bottled beverages are self-produced, and there are capacity bottlenecks.

　　It is worth mentioning that in March 2021, Bingfeng Beverage adjusted the price of glass bottle orange-flavored soda, and the gross profit margin of the product increased by 13 percentage points to 62.43%.

Overall, in the first half of 2021, the gross profit margin of Bingfeng Beverage increased to 52.11%, which is similar to the gross profit margin of comparable listed companies Dongpeng Beverage, Juneyao Health, and Yangyuan Beverage.

　　Despite the continued growth in performance, Bingfeng Beverage also has a shortcoming that it is difficult to get out of the Shaanxi market.

From 2018 to the first half of 2021, the company's sales revenue mainly came from Shaanxi, accounting for 87.44%, 81.73%, 80.23% and 77.79% respectively. Bingfeng Beverage also admitted in the prospectus that there is a certain concentration of sales areas.

　　In addition, Bingfeng Beverage also has a prominent distribution channel.

From 2018 to the first half of 2021, the distribution channel revenue accounted for more than 90%.

In the first half of 2021, distribution channels contributed 92% of revenue, direct sales channel revenue accounted for 2.99%, and e-commerce channel revenue accounted for less than 5%.

　　Unsolved doubts about actual controller holding shares on behalf of

　　Previously, the China Securities Regulatory Commission sent 54 questions in the feedback, asking whether Bingfeng Beverage had the loss of state-owned assets, transfer of benefits, related transactions and equity structure.

　　At present, Xi'an Sugar and Wine Group Co., Ltd. (hereinafter referred to as "Tang and Wine Group") holds 100% shares of this time-honored soda company in Xi'an through direct and indirect means.

Therefore, the China Securities Regulatory Commission asked Huachuang Securities to verify whether the state-owned assets were lost during the restructuring of the state-owned enterprise of the Sugar and Wine Group.

　　On December 14, 2021, the prospectus was updated to disclose that in 2006, Xi'an Sugar Industry Tobacco, Alcohol and Non-staple Food Group Co., Ltd. and Xi'an Food Industry Co., Ltd. were merged and restructured into a limited liability company, involving an estimated net asset value of 692,400 yuan. The restructuring was completed in 2008. .

　　The prospectus disclosed that the Sugar and Wine Group completed the restructuring and restructuring of state-owned enterprises under the guidance of the Xi'an SASAC and the Xi'an Municipal Bureau of Commerce and Trade. , without causing the loss of state-owned assets.”

　　The prospectus disclosed that Zhang Jun holds a total of 56.12% of the shares of Bingfeng Beverage's controlling shareholder Tangjiu Group through direct holding, holding by two anonymous shareholders and acting as an executive partner of other shareholders.

In addition, Yingxin Guofu, the major shareholder of China Sugar and Wine Group, entrusted Zhang Jun to exercise the relevant shareholder rights of the 35.71% stake in China Sugar and Wine Group.

So far, Zhang Jun actually controls 91.83% of the voting rights of the Sugar and Wine Group.

　　Until the IPO meeting, the actual controller Zhang Jun still had unresolved entrusted shareholdings, and the China Securities Regulatory Commission also inquired about this situation.

　　In fact, until March 2021, Zhang Jun, the actual controller of Bingfeng Beverage, also served as the vice chairman of Xi'an Pepsi-Cola Beverage Co., Ltd. (hereinafter referred to as "Xi'an Pepsi-Cola").

In this regard, the CSRC asked whether there was a conflict of interest or transfer of interests.

　　According to the prospectus, after the restructuring of the state-owned enterprise in 2008, China Food and Wine Group directly held 20% of the shares of Xi’an PepsiCo. Zhang Jun was appointed by the group as the vice chairman of Xi’an PepsiCo in 2009, which does not have a significant impact on the business operation and development of Xi’an PepsiCo.

　　In 2021, China Sugar & Wine Group will transfer all the shares of Xi'an Pepsi-Cola held to Pepsi (China) Investment Co., Ltd. Zhang Jun will no longer serve as the vice chairman of Xi'an Pepsi-Cola, and the competition in the same industry will end.