Zhejiang Biyi Electric Appliance Co., Ltd
Zhejiang Biyi Electric Appliance Co., Ltd.
(No. 88, yuzhaojiang Road, Chengdong new area, urban economic development zone, Yuyao City, Zhejiang Province) prospectus for initial public offering
Sponsor (lead underwriter)
(North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong)
Issue overview
Type of shares issued: RMB ordinary shares (A shares)
Number of shares to be issued: the number of new shares to be issued this time is 46.665 million, accounting for 25% of the total number of shares after this issuance. There will be no sale of old shares in this issuance
The par value of each share is RMB 1.00
Issue price: 12.50 yuan / share
Issue date: February 9, 2022
Stock exchange to be listed Shanghai Stock Exchange
The total share capital after issuance is 186.66 million shares
Prior to this offering, the company’s shareholders’ commitment to the circulation restriction and voluntary lock-in of their shares:
(I) Biyi group, the controlling shareholder of the company, and its related parties promise in Hong Kong:
“1. Within 36 months from the date of listing of the issuer’s shares, the company will not transfer or entrust others to manage the shares held by the company that have been issued before the issuer’s initial public offering (including the shares derived from this part, such as bonus shares, capital reserve conversion, etc., the same below) Nor will the issuer repurchase such shares.
2. If the closing price of the issuer’s shares is lower than the offering price for 20 consecutive trading days within 6 months after the listing of the issuer (in case of ex rights and ex dividend matters, the offering price shall be adjusted accordingly, the same below), or the closing price is lower than the offering price at the end of 6 months after the listing (if that day is not a trading day, the first trading day after that day), The lock up period of the issuer’s shares held by the company is automatically extended by 6 months.
3. If the company reduces its holdings within 2 years after the expiration of the lock-in period of the issuer’s shares, the reduction price shall not be lower than the issuance price.
4. During the shareholding period, if the laws, regulations, normative documents and requirements of securities regulatory authorities for share locking and reduction change, the company is willing to automatically apply the changed laws, regulations, normative documents and requirements of securities regulatory authorities.
5. If the company violates the aforesaid share restriction commitment, the circulation restriction income of any shares held by the company due to the reduction of shares will be turned over to the issuer; If it is not turned in, the issuer has the right to withhold the current system and shareholders’ dividends on the shares held by the company. The measures it can also take include but are not limited to continuing to implement the commitment of the lock-in period and extending the lock-in period according to the requirements of the securities regulatory authorities, stock exchanges and other competent departments. If the company violates the above commitments and causes losses to the issuer and investors, the company will compensate the issuer and investors for the direct losses arising therefrom according to law. “
(II) Wen Jiwang, the actual controller of the company, promises:
“1. Within 36 months from the date of listing of the issuer’s shares, I will not transfer or entrust others to manage the shares directly or indirectly held by me that have been issued before the issuer’s initial public offering (including the shares derived from this part, such as bonus shares, capital reserve conversion, etc., the same below) Nor will the issuer repurchase such shares.
2. If the closing price of the issuer’s shares is lower than the offering price for 20 consecutive trading days within 6 months after the listing of the issuer, or the closing price is lower than the offering price at the end of 6 months after the listing (if that day is not a trading day, then the first trading day after that day) (in case of ex right and ex dividend matters, the offering price shall be adjusted accordingly, the same below), The lock up period of the issuer’s shares held by me shall be automatically extended for 6 months. 3. If I reduce my holding of the issuer’s shares within 2 years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price.
4. After the expiration of the above-mentioned lock up period, during the period when I am a director, supervisor or senior manager of the issuer, the number of shares transferred each year shall not exceed 25% of the total number of shares directly held by the issuer; Do not transfer directly held shares of the issuer within half a year after leaving office; If you leave before the expiration of your term of office
During the term of office determined at the time of taking office and within 6 months after the expiration of the term of office, the shares transferred each year shall not exceed 25% of the total number of shares directly held by the issuer.
5. During the shareholding period, if the laws, regulations, normative documents and requirements of the securities regulatory authority for share locking and reduction change, I am willing to automatically apply the changed laws, regulations, normative documents and requirements of the securities regulatory authority.
6. If I violate the above-mentioned commitment of share restriction, any income obtained by me due to the reduction of shares will be turned over to the issuer; If not, the issuer has the right to withhold the cash dividends it should receive, and the measures it can take include but are not limited to continuing to implement the commitment of the lock-in period and extending the lock-in period in accordance with the requirements of securities regulatory authorities, stock exchanges and other competent departments.
If I violate the above commitments and cause losses to the issuer and investors, I will compensate the issuer and investors for the direct losses arising therefrom in accordance with the law. “
(III) the shareholders of the company, Biyi business management, Guo Aiping, Yuanning Ruixin, Xidian Tianlang, Hua tonghengyue, Shao Chengjie, Li Youyou, Zhang Mao, Jiang Hong, Li Chunwei, Shen Hongwen, Wu Weiguo and Deshi Lingdong, promise:
“1. Within 12 months from the date of listing of the issuer’s shares, the enterprise / I will not transfer or entrust others to manage the shares issued before the initial public offering of the issuer directly held by the enterprise / I, nor will the issuer repurchase such shares.
2. During the shareholding period, if the laws, regulations, normative documents and the requirements of the securities regulatory authority for share locking and reduction change, the enterprise / myself is willing to automatically apply the changed laws, regulations, normative documents and the requirements of the securities regulatory authority.
3. If the company / I violates the above-mentioned commitment of share restriction, any income obtained by the company / I due to the reduction of shares will be turned over to the issuer; In case of non payment, the issuer has the right to withhold the cash dividends that the enterprise / itself should receive, and the measures it can take include but are not limited to continuing to implement the commitment of the lock-in period and extending the lock-in period in accordance with the requirements of the competent departments such as the securities regulatory authority, the self regulatory authority and the stock exchange. If the enterprise / I violates the above commitments and causes losses to the issuer and investors, the enterprise / I will compensate the losses of the issuer and investors according to law. “
Sponsor Citic Securities Company Limited(600030)
(lead underwriter)
Date of signature: February 8, 2022
Statement
The issuer and all directors, supervisors and senior managers promise that there are no false records, misleading statements or major omissions in the prospectus and its abstract, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
The person in charge of the company, the person in charge of accounting and the person in charge of the accounting agency shall ensure that the financial and accounting materials in the prospectus and its abstract are true and complete.
The sponsor promises to compensate the investors in advance for the losses caused to the investors due to the false records, misleading statements or major omissions in the documents prepared and issued for the issuer’s initial public offering of shares.
Any decision or opinion made by the CSRC and other government departments on this issuance does not indicate that it makes a substantive judgment or guarantee on the value of the issuer’s shares or the income of investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law, after the shares are issued according to law, the issuer shall be responsible for the changes in the operation and income of the issuer, and the investors shall be responsible for the investment risks caused by the changes.
If investors have any questions about this prospectus and its abstract, they should consult their own stockbrokers, lawyers, accountants or other professional consultants.
Tips on major issues
The company reminds investors to pay attention to the following major matters: I. commitments on the circulation restrictions and voluntary locking of shares held by the company (I) the controlling shareholder of the company is in accordance with the commitments of Biyi group and its related parties in Hong Kong
1. Within 36 months from the date of listing of the issuer’s shares, the company will not transfer or entrust others to manage the shares held by the company that have been issued before the issuer’s initial public offering (including the shares derived from this part, such as bonus shares, capital reserve conversion, etc., the same below), nor will the issuer repurchase such shares.
2. If the closing price of the issuer’s shares is lower than the offering price for 20 consecutive trading days within 6 months after the listing of the issuer (in case of ex rights and ex dividend matters, the offering price shall be adjusted accordingly, the same below), or the closing price is lower than the offering price at the end of 6 months after the listing (if that day is not a trading day, the first trading day after that day), The lock up period of the issuer’s shares held by the company is automatically extended by 6 months.
3. If the company reduces its holdings within 2 years after the expiration of the lock-in period of the issuer’s shares, the reduction price shall not be lower than the issuance price.
4. During the shareholding period, if the laws, regulations, normative documents and requirements of securities regulatory authorities for share locking and reduction change, the company is willing to automatically apply the changed laws, regulations, normative documents and requirements of securities regulatory authorities.
5. If the company violates the aforesaid share restriction commitment, any income obtained by the company from the reduction of shares will be turned over to the issuer; If it is not turned over, the issuer has the right to withhold the cash dividends that the company should receive, and the measures it can take include but are not limited to continuing to implement the commitment of the lock-in period and extending the lock-in period in accordance with the requirements of securities regulatory authorities, stock exchanges and other competent departments. If the company violates the above commitments and causes losses to the issuer and investors, the company will compensate the issuer and investors for their direct losses according to law. (II) Wen Jiwang commitment of the actual controller of the company
1. Within 36 months from the date of listing of the issuer’s shares, I will not transfer or entrust others to manage the shares directly or indirectly held by me that have been issued before the issuer’s initial public offering (including the shares derived from this part, such as bonus shares, capital reserve conversion, etc., the same below), nor will the issuer repurchase such shares.
2. If the closing price of the issuer’s shares is lower than the offering price for 20 consecutive trading days within 6 months after the listing of the issuer, or the closing price is lower than the offering price at the end of 6 months after the listing (if that day is not a trading day, then the first trading day after that day) (in case of ex right and ex dividend matters, the offering price shall be adjusted accordingly, the same below), The lock up period of the issuer’s shares held by me shall be automatically extended for 6 months.
3. If I reduce my holding of the issuer’s shares within 2 years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price.
4. After the expiration of the above-mentioned lock-in period, when I am a director, supervisor or senior manager of the issuer, the number of shares transferred each year shall not exceed 25% of the total number of shares directly held by the issuer; Do not transfer directly held shares of the issuer within half a year after leaving office; In case of resignation before the expiration of the term of office, the shares transferred each year shall not exceed 25% of the total shares of the issuer directly held during the term of office determined at the time of taking office and within 6 months after the expiration of the term of office. 5. During the shareholding period, if the laws, regulations, normative documents and requirements of the securities regulatory authority for share locking and reduction change, I am willing to automatically apply the changed laws, regulations, normative documents and requirements of the securities regulatory authority.
6. If I violate the above-mentioned commitment of share restriction, any income obtained by me due to the reduction of shares will be turned over to the issuer; If it is not turned over, the issuer has the right to withhold the cash dividends it should receive, and the measures it can take include but are not limited to continuing to implement the commitment of the lock-in period, in accordance with the securities regulatory authorities, stock exchanges, etc
