Junlebao's Seven-Year IPO Quest: The Unshakable Shadow of the Sanlu Scandal

Deep News
08/21

On July 19, 2026, Junlebao's listing application submitted to the Hong Kong Stock Exchange entered a routine renewal phase after its six-month validity period lapsed. This Hebei-based dairy veteran, with annual revenue approaching 20 billion yuan and ranking third among integrated domestic dairy companies, has once again arrived at a pivotal crossroads in its capital market ambitions after seven years of pursuit. From formally launching its listing plan after splitting from Mengniu in 2019, to signing an A-share IPO tutoring agreement in 2023, and then shifting to a Hong Kong listing filing in 2026, Junlebao's path to going public has been fraught with legacy equity issues, financial structure controversies, and food safety reputational challenges.

Seven-Year Sprint: The Winding Road from A-Share to H-Share

Junlebao's listing preparations can be traced back to 2019, when Mengniu sold its 51% stake in the company for 4.011 billion yuan, restoring Junlebao to independent operations. It was at this moment that the regional dairy company, having just surpassed 10 billion yuan in annual revenue, officially embarked on a seven-year capital market journey. Post-independence, Junlebao pursued a strategy of "M&A expansion, scale growth, and IPO launch," sequentially acquiring stakes in companies like Sikqi and Laisier Dairy, while also investing in upstream and downstream businesses such as Luoshen Shijia, Moyao Yogurt, and Yiran Bio, rapidly building a nationwide industrial footprint. In July 2022, then-Vice President Zhong Yan publicly stated that Junlebao aimed to achieve 50 billion yuan in sales revenue and complete its listing by 2025. At the time, market optimism was high, with many believing that backed by the booming low-temperature dairy segment, Junlebao could successfully enter the capital markets within three years. However, actual progress fell far short of expectations. In December 2023, Junlebao finally signed an A-share IPO tutoring agreement with China International Capital Corporation, officially entering the tutoring phase. Yet, after releasing its fourth tutoring report in 2025, the listing work stalled due to "some proposed investment projects requiring re-adjustment of filings and environmental assessments," with no substantial progress reported since. Meanwhile, A-share IPO reviews for the food, beverage, and dairy sectors tightened across the board, compounded by Junlebao's complex historical evolution, making the A-share listing path increasingly difficult. On January 19, 2026, Junlebao pivoted to submit its prospectus to the Main Board of the Hong Kong Stock Exchange, with CICC and Morgan Stanley serving as joint sponsors, marking a shift from A-share to H-share listing. This came a full six years after institutional investors like Sequoia China and Ping An Capital had entered. However, the switch to Hong Kong did not automatically resolve legacy issues. On May 29, 2026, the International Department of the China Securities Regulatory Commission issued supplementary material requirements regarding Junlebao's overseas listing, covering six core matters that directly targeted historical compliance issues accumulated over more than three decades of development. By the time the six-month validity period expired, Junlebao had failed to obtain the CSRC's overseas listing filing certificate before its prospectus lapsed, forcing the listing process into a temporary suspension phase.

Key timeline events: In 2019, Mengniu sold its 51% stake, Junlebao regained independence and formally launched its listing plan; in July 2022, Vice President Zhong Yan publicly revealed the 2025 target of 50 billion yuan in revenue and listing; in December 2023, signed an A-share IPO tutoring agreement with CICC; on January 19, 2026, formally submitted its Main Board listing application to the Hong Kong Stock Exchange; on May 29, 2026, the CSRC issued supplementary material requirements covering six major matters for overseas listing; on July 19, 2026, the six-month validity period of the Hong Kong prospectus expired, and the application status lapsed automatically. This timeline clearly outlines the core narrative of Junlebao's seven-year listing journey: from independent expansion to A-share setbacks, and then to regulatory inquiries upon pivoting to Hong Kong. The dairy company's capitalization process has encountered virtually every typical hurdle facing consumer companies seeking listings in recent years.

Behind the Listing Setback: Six Regulatory Inquiries Targeting Core Pain Points

The direct trigger for Junlebao's lapsed Hong Kong prospectus was the CSRC's six special inquiries regarding its overseas issuance and listing, widely known as the "six regulatory questions." These issues did not dwell on routine financial metrics but instead delved directly into the company's historical depths, targeting the most critical compliance vulnerabilities. The first core issue concerned capital contribution defects and procedural compliance in historical equity changes. The CSRC explicitly required Junlebao to explain "the specific circumstances of capital contribution defects in the company and its predecessors' various equity changes," as well as "the procedural compliance of capital reductions, related tax payments, and payment of capital reduction consideration," and demanded clear conclusions on the legality and compliance of historical equity changes. From Sanlu Group's brand-plus-cash equity investment in 1999, Wei Lihua's acquisition of Sanlu's stake for 25 million yuan in 2009, Mengniu's 469.2 million yuan purchase of a 51% stake in 2010, to Mengniu's sale of that stake for 4.011 billion yuan in 2019, and the 2023 share reform that increased registered capital from 62.216 million yuan to 720 million yuan, the company has undergone multiple major equity changes over three decades, with each transaction's capital contributions, reductions, and tax matters potentially harboring unresolved details. The second core issue involved look-through verification of offshore institutional shareholders. The CSRC required Junlebao to explain whether the upstream shareholders of Chunhua Shaojing, specifically the contributors, executive partners, and ultimate controllers of Primavera Capital Fund III L.P., "include any domestic entities or parties prohibited from holding shares under laws and regulations." Primavera Capital, along with other investors, acquired Junlebao's equity in 2019, but the composition of contributors to its USD fund has never been fully disclosed, making shareholder look-through verification an unavoidable critical step under the strict overseas listing filing system. The third core issue concerned potential disputes over equity incentives. The CSRC explicitly required explanation of "the progress of handling share incentive transfers for departed employees." In recent years, Junlebao has experienced frequent personnel changes, including Director Liu Xiangdong's resignation in February 2026 and Supervisory Board Chairman Guo Jingfeng's departure in March 2025, with multiple directors and supervisors gradually exiting. How departed employees' equity stakes in the employee shareholding platform are handled and whether unresolved potential disputes exist are key risk areas of regulatory focus.

Additionally, regulators simultaneously inquired about the rectification progress following administrative penalties against subsidiary companies, the latest status of litigation cases, share rights defects of shareholders intending to participate in full circulation, and the specifics and future arrangements of the earlier A-share IPO tutoring. These six issues are interlocking, covering virtually all high-risk dimensions of overseas listing compliance review, and directly resulted in Junlebao's failure to complete all supplementary materials within the six-month validity period, ultimately leading to the prospectus lapse. In response to market discussions, some media reports suggested that Junlebao had completed all inquiry responses by early June 2026, with the filing review progressing normally, and that the prospectus expiration was a routine financial statement update action common in Hong Kong listing queues, not a "stalemate." However, regardless of the explanation, failing to obtain the filing certificate within the six-month validity period has objectively caused a noticeable temporary halt in Junlebao's listing progress.

High Debt and Large Dividends: Persistent Financial Controversies

Even more contentious than historical compliance issues is the financial structure disclosed in Junlebao's prospectus. As of September 30, 2025, Junlebao's total assets stood at 22.773 billion yuan, with total liabilities reaching 17.567 billion yuan, resulting in a debt-to-asset ratio of 77.1%. By comparison, Yili's debt-to-asset ratio has consistently remained around 61.5%, while Mengniu has controlled it at approximately 51.2%. Junlebao's leverage significantly exceeds the industry average for leading companies. Among these 17.5 billion yuan in liabilities, bank loans alone account for nearly 10 billion yuan, creating substantial annual interest expenses. Behind the high debt is Junlebao's sustained heavy-asset expansion over the years. To build a full-industry-chain moat, Junlebao has constructed 33 modern self-owned pastures and 20 dairy production plants, with a dairy cow inventory of 192,000 heads, ranking third nationally in breeding scale. In 2024, its raw milk self-sufficiency rate reached 66%, the highest among major integrated domestic dairy companies. This full-chain layout directly resulted in net cash outflows of 3.76 billion yuan and 2.33 billion yuan from investing activities in 2023 and 2024 respectively, keeping the company in a state of massive capital expenditure with high dependence on external funding. However, the most controversial aspect is Junlebao's large pre-IPO dividend distributions against this backdrop of high debt. Prospectus data shows that Junlebao paid dividends of 337 million yuan in 2023, 555 million yuan in 2024, and 732 million yuan in the first three quarters of 2025. Just before filing with the Hong Kong Stock Exchange in October 2025, it additionally declared a special dividend of 1 billion yuan. Over just over two years, Junlebao's cumulative cash dividends exceeded 2.6 billion yuan. More notably, Junlebao's net profit attributable to parent in 2023 was a mere 5.58 million yuan. Even excluding non-operating factors like equity incentives, the combined adjusted net profit for 2023 and 2024 was only approximately 1.7 billion yuan, meaning nearly all of two years' operating earnings were drained by these substantial dividends. Meanwhile, actual controller Wei Lihua controls approximately 59.26% of voting rights, making him the absolute controlling shareholder, with the vast majority of the 2.6 billion yuan in dividends naturally flowing to the major shareholder. This combination of "high-debt operations plus large pre-IPO dividends" has led many market participants to question the financial engineering logic of "major shareholders feasting while secondary market investors pay the debts," casting a negative shadow over Junlebao's listing valuation.

Key financial metrics include: total assets of 22.773 billion yuan as of September 30, 2025; total liabilities of 17.567 billion yuan as of September 30, 2025; a debt-to-asset ratio of 77.1% as of September 30, 2025; cumulative dividends exceeding 2.6 billion yuan from 2023 to Q3 2025; and bank loans of nearly 10 billion yuan.

Rising Food Safety and After-Sales Complaints

Just as Junlebao entered its critical listing window, multiple food safety and after-sales complaints erupted in the second half of 2026, with most incidents sparking strong consumer dissatisfaction over how they were handled. On July 9, 2026, a consumer purchased Junlebao's Chunxiang Sakura Jasmine Honey Peach yogurt and discovered numerous black insect eggs and larvae inside the product during consumption. After ingesting the contaminated yogurt, the consumer experienced severe gastrointestinal nausea and, after self-induced vomiting, suffered throat mucosal damage and bleeding. The consumer retained complete photographic evidence and, citing relevant provisions of the Food Safety Law, demanded 2,000 yuan in compensation, but the brand initially offered only a small coupon as compensation, with multiple negotiations failing to reach agreement. On August 7, 2026, a consumer purchased chilled yogurt from the Junlebao Baibai specialty store on Taobao. The product was clearly labeled as a refrigerated perishable food item, but the merchant did not affix any ice-fresh or perishable warning labels on the outer packaging, and the courier made no phone contact before depositing the package in a locker without prior consent. The consumer could not retrieve it in time, and by delivery, the product had completely spoiled. When the consumer initiated a refund request, the merchant refused on the grounds that "perishable goods are not returnable after signing," delaying for three days before refunding under platform intervention, without any apology to the consumer throughout the process. On August 10, 2026, a consumer purchased Junlebao's original-style old yogurt and immediately discovered it was an expired product upon receipt. The consumer contacted the merchant for resolution and presented complete purchase receipts and physical evidence, but the merchant remained passive and refused to negotiate throughout. After multiple unsuccessful attempts, the consumer escalated to regulatory authorities, demanding that Junlebao's headquarters notify the regional manager to investigate and hold the distributor accountable. On July 30, 2026, a consumer purchased two boxes of Jianchun yogurt from Junlebao's official flagship store and found the yogurt had already spoiled and clumped upon opening the box. The consumer immediately contacted official customer service for resolution under the Food Safety Law, but customer service repeatedly transferred the case to different representatives, delaying throughout and providing no clear solution for over a week.

These clustered complaints expose systemic flaws in Junlebao's after-sales system: when faced with consumers' legitimate rights-protection demands, the brand adopts a strategy of evasion, delay, and downplaying issues. It has neither established a rapid-response customer complaint channel nor demonstrated a brand attitude of directly confronting problems, turning ordinary consumers' rights-protection efforts into time-consuming and exhausting battles that further erode public trust in the brand.

The Sanlu Historical Shadow Has Never Truly Lifted

Among all unresolved brand historical issues, Junlebao's strong association with Sanlu Infant Formula stands as a thorn in consumers' hearts that has never been genuinely removed over more than two decades, and it remains a sensitive area that Junlebao consistently avoids and downplays in its brand communications. In 1999, Sanlu Group formally invested in Junlebao through brand-plus-cash, becoming a significant shareholder with deep ties in production, channels, and branding. When the melamine scandal erupted in 2008, Sanlu Group went bankrupt, and Junlebao's brand fate was dragged into the public opinion maelstrom. In 2009, founder Wei Lihua acquired all of Sanlu's stake in Junlebao for 25 million yuan, attempting to sever ties completely. But this deeply intertwined history has never disappeared from public memory simply because of an equity transaction. In past public brand promotions, Junlebao has almost never proactively or fully disclosed this historical connection to the public, typically choosing to deliberately avoid the topic. Only in rare public settings has it briefly mentioned that "Junlebao is an independently developed brand," while consistently downplaying the details of its historical links with Sanlu in production systems, raw milk control, and quality standards. This evasive brand communication strategy has failed to dispel consumer doubts, instead keeping many members of the public instinctively wary of Junlebao's brand origins. Even today, across major maternal and infant forums and consumer social platforms, numerous consumers still associate Junlebao infant formula with the Sanlu incident. Many parents explicitly state, "Seeing Junlebao reminds me of Sanlu, and I feel uneasy giving it to my child." This brand complex, etched into the memory of a generation, has never been truly resolved through candid and transparent communication. Instead, it continues to be reawakened by recent food safety controversies. For a leading dairy company aspiring to enter the capital markets, history is not a page that can simply be turned by avoidance. To truly move beyond the Sanlu shadow, Junlebao cannot rely on evasive brand messaging alone. Only by adopting a candid attitude toward history, fully disclosing the details of past connections and subsequent quality system rectification efforts, and consistently building trust through long-term stable product quality can it genuinely dispel the doubts that consumers have harbored for over two decades.

This message is a republication from a cooperating media outlet. The inclusion of this article is for informational purposes only and does not imply endorsement of its views or confirmation of its content. The content is for reference only and does not constitute investment advice. Investors act at their own risk.

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