The IPO application of Yao Mazi Food Co., Ltd. (referred to as "Yao Mazi") for the Beijing Stock Exchange received its second round of inquiry responses on July 15th.
Yao Mazi's journey to go public has been arduous, spanning nearly six years since September 2020, involving three attempts and two withdrawals.
Initial Public Offering Difficulties and Capital Contribution Issues
The company's path to listing has been fraught with obstacles. In September 2020, with China International Capital Corporation Limited (CICC) as its sponsor, Yao Mazi filed for a listing on the Shenzhen Stock Exchange's ChiNext board. However, just six months later, in March 2021, the company abruptly shifted its target listing venue to the Shenzhen main board. In April 2022, the China Securities Regulatory Commission issued feedback containing 43 questions covering areas like information disclosure and compliance, but Yao Mazi did not respond, causing its first IPO attempt to stall.
In June 2023, Yao Mazi updated its application materials and received a first-round inquiry in September, yet it again chose not to reply. On December 30, 2023, citing "strategic planning adjustments and business development considerations," the company voluntarily withdrew its application for a main board listing, marking the failure of its first IPO attempt.
The listing dream, however, was not abandoned. In June 2024, Yao Mazi turned to listing on the National Equities Exchange and Quotations (NEEQ) and was officially listed in February 2025. On July 30, 2025, the company signed a listing guidance agreement with CICC for the Beijing Stock Exchange; it formally submitted its application on December 23, 2025, which was accepted on December 30. The Beijing Stock Exchange issued its first review inquiry on January 27, 2026; the company submitted its first response on May 28; and a second inquiry was issued on June 11.
A historical issue involves a capital contribution in September 2015. During a fourth capital increase, controlling shareholder Zhao Yuejun contributed a land use right valued at 505,388 yuan. Documentation indicates this land originally belonged to the "Hongya Yao Mazi Organic Food Factory," an individually-owned business operated by Zhao Yuejun. However, this business entity was already deregistered in March 2008, seven years before the contribution was made.
Ownership Structure and Related Party Disclosure Problems
Founder Zhao Yuejun directly holds 30.92% of shares, his spouse Gong Wanfen holds 10%, eldest son Zhao Qi holds 12.13%, and second son Zhao Lin holds 15.16%. Together, the four directly control 68.21% of the company's shares. In December 2020, they signed a concerted action agreement stipulating that Zhao Yuejun's opinion prevails in case of disagreement. In May 2026, the employee持股 platform Hongya Jucai (65.42% owned by Gong Wanfen) was included as a concert party, increasing the family's collective voting control to 75.79%.
Beyond the Zhao family, shareholders include Shenzhen Wangju Investment Co., Ltd. (a wholly-owned subsidiary of Juewei Food, holding 13.68%), Hongya Jucai, Hunan 415 Private Equity Fund, and CICC Qichen (Suzhou) Emerging Industry Equity Investment Fund.
Compliance Concerns and Sponsor's Involvement
In August 2024, the Shenzhen Stock Exchange issued multiple regulatory letters, highlighting serious violations by Yao Mazi in failing to disclose related party information in its IPO filings. An on-site inspection revealed that controlling person Zhao Qi transferred 800,000 yuan to Peng Zhaoxiang between May and June 2022. This sum included a 140,000 yuan loan, 440,000 yuan for working capital, 200,000 yuan for the operations of the "Hongya County Deyuan Yaoguniang Late-Night Snack Shop," and a 20,000 yuan advance. Peng Zhaoxiang registered "Yaoguniang" in April 2021, with Zhao Qi as its actual controller, yet Yao Mazi did not disclose this related party in its prospectus. The company explained this as a "misunderstanding by the parties involved" and stated the related transactions were under 20,000 yuan annually with "no material impact."
Alongside Yao Mazi, written warnings were also issued to controlling person Zhao Qi, sponsor CICC, auditor Tianzhi International, and legal advisor JunHe Law Offices. This marked the first written warning for CICC related to a main board IPO sponsorship since the registration-based reform.
Notably, CICC holds an indirect stake in Yao Mazi through CICC Capital and CICC Qichen. Furthermore, CICC holds a 0.4426% stake in Juewei Food in the secondary market. Juewei Food wholly owns Wangju Investment, which in turn holds approximately 65% of Hunan 415, another shareholder of Yao Mazi.
This creates a complex web of "sponsor indirectly holding issuer shares—sponsor holding shares in the issuer's shareholder's parent company—cross-shareholding among shareholders," raising questions about independence and objectivity. Director Jiang Hang, who is employed by CICC Capital and holds indirect shares through CICC Qichen, exemplifies these entanglements.
Financial Performance and Questionable Expenditures
From 2022 to the first half of 2025, company revenue was 450 million yuan, 545 million yuan, 625 million yuan, and 332 million yuan, respectively. Net profit attributable to the parent was 81.086 million yuan, 98.655 million yuan, 157 million yuan, and 105 million yuan, respectively.
Yao Mazi's business is heavily concentrated in rattan pepper oil, which consistently contributes over 80% of main operating income. The company acknowledges that if demand growth for this product falls short or if it loses its competitive edge, performance would be significantly impacted. Major industry players like Haitian Flavoring, COFCO, and Lee Kum Kee have entered this segment, posing substantial competitive pressure.
A significant discrepancy exists in reported R&D expenses. In its previous application to the Shenzhen Stock Exchange, Yao Mazi reported 2022 R&D expenses of 9.4715 million yuan and 2023 expenses of 9.4238 million yuan. However, in its latest application to the Beijing Stock Exchange, these figures were revised down to 5.068 million yuan and 5.815 million yuan for 2022 and 2023, respectively—a combined reduction of over 8 million yuan. The company attributed this to a more accurate classification of expenses like "non-full-time R&D personnel salaries" under Beijing Stock Exchange rules. Furthermore, its 2024 NEEQ annual report showed R&D expenses of 9.732 million yuan, which were later reduced to 5.7308 million yuan in the Beijing exchange filing.
Financial Position and Fundraising Questions
The company maintains high inventory levels, primarily in work-in-progress and semi-finished rattan pepper base oil, exceeding 90% of total inventory. Inventory turnover remains low compared to industry averages.
Contract liabilities (advances from customers) surged to 313 million yuan by mid-2025, prompting the exchange to inquire about potential channel stuffing to recognize revenue early.
Despite holding nearly 700 million yuan in financial assets and conducting a cash dividend of nearly 30 million yuan in May 2024 (largely benefiting the Zhao family), Yao Mazi plans to raise 568 million yuan through its IPO. Approximately 390 million yuan is earmarked for expanding rattan pepper oil production capacity, targeting a market with an estimated total size of only about 2.09 billion yuan.
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