Jinhui Mining Co., Ltd
JINHUI MINING CO., LTD.
(Liulin Town, Hui County, Longnan City, Gansu Province)
IPO prospectus
Sponsor (lead underwriter)
21 / F, Lanzhou wealth center, No. 638, Donggang West Road, Chengguan District, Lanzhou City, Gansu Province
Co lead underwriter
North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong Province
Overview of this offering
Type of shares issued: RMB ordinary shares (A shares)
The number of shares issued this time shall not exceed 98 million, accounting for no less than 10% of the total number of shares issued after this issuance. This issuance adopts the method of issuing all new shares, and the original shareholders of the company do not offer shares to the public.
The par value of each share is RMB 1.00
The issue price per share is 10.80 yuan
Expected issue date: February 11, 2022
Stock exchange to be listed Shanghai Stock Exchange
The total share capital after issuance shall not exceed 978 million shares
Restrictions on the circulation of shares held by shareholders before the issuance and shareholders’ commitment to voluntary locking of shares held
(I) commitment of the controlling shareholder of the company
Investment commitment of the controlling shareholder of the company:
“1. Within 36 months from the date of listing of the company’s shares, the company will not transfer or entrust others to manage the shares issued before the initial public offering of the company directly or indirectly held by the company, nor will the company repurchase such shares. However, if it complies with the Listing Rules of the main board of Shanghai Stock Exchange, it may be exempted from this commitment.
2. If the above shares held by the company are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price; If the closing price of the company’s shares is lower than the issue price for 20 consecutive trading days within 6 months after the listing of the company, or the closing price at the end of 6 months after the listing is lower than the issue price, the lock-in period of holding the company’s shares will be automatically extended for 6 months.
The above issue price refers to the issue price of the company’s initial public offering of shares. In case of ex rights and ex interests due to the distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons, ex rights and ex interests shall be handled in accordance with relevant regulations.
The company will reduce its holdings in strict accordance with the above share locking commitments and the provisions of relevant laws, regulations and normative documents. If the China Securities Regulatory Commission or other regulatory authorities have other requirements on the lock-in period of the company’s shares held by the company, the company agrees to automatically apply the regulatory provisions or requirements adjusted by the regulatory authorities. If the company reduces its shares in violation of the provisions of this commitment letter or relevant laws, regulations and normative documents, the proceeds from the illegal reduction shall belong to the company and compensate for the losses caused to the company. “
(II) commitment of Li Ming, the actual controller of the company
Li Ming, the actual controller of the company, promises:
“1. Within 36 months from the date of listing of the company’s shares, I will not transfer or entrust others to manage the shares issued before the initial public offering of the company directly or indirectly held by me, nor will the company repurchase such shares.
2. If the above shares of the company held by me are reduced within two years after the expiration of the lock up period, the reduction price shall not be lower than the issue price. If the closing price of the company’s shares is lower than the issue price for 20 consecutive trading days within 6 months after the listing of the company, or the closing price at the end of 6 months after the listing is lower than the issue price, the lock up period of the above shares held by me will be automatically extended for 6 months. I will not give up the performance of this commitment due to job change, resignation and other reasons.
The above issue price refers to the issue price of the company’s initial public offering of shares. In case of ex rights and ex interests due to the distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons, ex rights and ex interests shall be handled in accordance with relevant regulations.
3. In addition to the above lock-in period, if I am a director, supervisor or senior manager of the company, my annual transfer of shares of the company shall not exceed 25% of the total shares of the company I hold; I will not transfer my shares of the company within half a year after my resignation. If I resign before the expiration of my term of office, I will continue to abide by the above commitments within the term of office determined when I take office and within six months after the expiration of my term of office.
I will reduce my shareholding in strict accordance with the above share locking commitment and the provisions of relevant laws, regulations and normative documents. If the China Securities Regulatory Commission or other regulatory authorities have other requirements on the lock-in period of my shares in the company, I agree to automatically apply the regulatory provisions or requirements adjusted by the regulatory authorities. If I violate the provisions of this letter of commitment or relevant laws, regulations and normative documents to reduce the shares of the company, the proceeds from the illegal reduction shall belong to the company and compensate for the losses caused to the company. “
(III) commitments of other shareholders of the company
1. Zhongming international, AoYa industry, Shengxing investment and Jiaheng Baili promise:
“1. Within 36 months from the date of listing of the company’s shares, the company / enterprise will not transfer or entrust others to manage the shares issued before the initial public offering of the company directly or indirectly held by the company / enterprise, nor will the company buy back these shares.
2. If the above shares of the company held by the company / enterprise are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issuance price. If the closing price of the company’s shares is lower than the issue price for 20 consecutive trading days within 6 months after the listing of the company, or the closing price at the end of 6 months after the listing is lower than the issue price, the lock-in period of the above shares held by the company / enterprise will be automatically extended for 6 months.
The above issue price refers to the issue price of the company’s initial public offering of shares. In case of ex rights and ex interests due to the distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons, ex rights and ex interests shall be handled in accordance with relevant regulations.
The company / enterprise will reduce its holdings in strict accordance with the above share locking commitments and the provisions of relevant laws, regulations and normative documents. If the China Securities Regulatory Commission or other regulatory authorities have other requirements on the lock-in period of the company’s shares held by the company / enterprise, the company / enterprise agrees to automatically apply the regulatory provisions or requirements adjusted by the regulatory authorities. If the company / enterprise reduces its shares in violation of the provisions of this commitment letter or relevant laws, regulations and normative documents, the proceeds from the illegal reduction shall belong to the company and compensate for the losses caused to the company. “
2. The green mine fund promises:
“Within 12 months from the date of listing of the company’s shares, the company will not transfer or entrust others to manage the shares issued before the initial public offering of the company directly or indirectly held by the company, nor will the company buy back these shares.
The enterprise will reduce its holdings in strict accordance with the above share locking commitments and the provisions of relevant laws, regulations and normative documents. If the China Securities Regulatory Commission or other regulatory authorities have other requirements on the lock-in period of the company’s shares held by the enterprise, the enterprise agrees to automatically apply the regulatory provisions or requirements adjusted by the regulatory authorities.
If the company reduces its shares in violation of the provisions of this commitment letter or relevant laws, regulations and normative documents, the proceeds from the illegal reduction shall belong to the company and compensate for the losses caused to the company. “
3. Li Xiong, Zhou Junmei, Li Suoyin and Zhou Xiaodong promise:
“1. Within 36 months from the date of listing of the company’s shares, I will not transfer or entrust others to manage the shares issued before the initial public offering of the company directly or indirectly held by me, nor will the company repurchase such shares.
2. If the above shares of the company held by me are reduced within two years after the expiration of the lock up period, the reduction price shall not be lower than the issue price. If the closing price of the company’s shares is lower than the issue price for 20 consecutive trading days within 6 months after the listing of the company, or the closing price at the end of 6 months after the listing is lower than the issue price, the lock up period of the above shares held by me will be automatically extended for 6 months. I will not give up the performance of this commitment due to job change, resignation and other reasons.
The above issue price refers to the issue price of the company’s initial public offering of shares. In case of ex rights and ex interests due to the distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons, ex rights and ex interests shall be handled in accordance with relevant regulations.
3. The total number of shares or senior management personnel held by the company during the period of transfer shall not exceed 25%; I will not transfer my shares of the company within half a year after my resignation. If I resign before the expiration of my term of office, I will continue to abide by the above commitments within the term of office determined when I take office and within six months after the expiration of my term of office.
I will reduce my shareholding in strict accordance with the above share locking commitment and the provisions of relevant laws, regulations and normative documents. If the China Securities Regulatory Commission or other regulatory authorities have other requirements on the lock-in period of my shares in the company, I agree to automatically apply the regulatory provisions or requirements adjusted by the regulatory authorities. If I violate the provisions of this letter of commitment or relevant laws, regulations and normative documents to reduce the shares of the company, the proceeds from the illegal reduction shall belong to the company and compensate for the losses caused to the company. “
(IV) the directors and senior managers of the company promise:
The directors and senior managers (Liu Yong, Zhang Shixin, Dou Ping, Xiao Yun and Qiao Zhigang) who indirectly hold shares of the company through Jiaheng Baili and Shengxing investment promise:
“1. Within 36 months from the date of listing of the company’s shares, I will not transfer or entrust others to manage the shares issued before the initial public offering of the company directly or indirectly held by me, nor will the company repurchase such shares.
2. If the above shares of the company held by me are reduced within two years after the expiration of the lock up period, the reduction price shall not be lower than the issue price. If the closing price of the company’s shares is lower than the issue price for 20 consecutive trading days within 6 months after the listing of the company, or the closing price at the end of 6 months after the listing is lower than the issue price, the lock up period of the above shares held by me will be automatically extended for 6 months. I will not give up the performance of this commitment due to job change, resignation and other reasons.
The above issue price refers to the issue price of the company’s initial public offering of shares. In case of ex rights and ex interests due to the distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons, ex rights and ex interests shall be handled in accordance with relevant regulations.
3. In addition to the above lock-in period, during the period of serving as a director, supervisor or senior manager of the company, the company’s shares transferred by me each year shall not exceed 25% of the total number of company shares held by me; I will not transfer my shares of the company within half a year after my resignation.
I will reduce my shareholding in strict accordance with the above share locking commitment and the provisions of relevant laws, regulations and normative documents. If the China Securities Regulatory Commission or other regulatory authorities have other requirements on the lock-in period of my shares in the company, I agree to automatically apply the regulatory provisions or requirements adjusted by the regulatory authorities. If I violate the provisions of this commitment letter or relevant laws, regulations and normative documents to reduce the shares of the company, I will reduce the shares in violation of regulations
The proceeds shall belong to the company and compensate for the losses caused to the company. “
Sponsor (lead underwriter) Hualong Securities Co., Ltd
Co lead underwriter Citic Securities Company Limited(600030)
Signing date of prospectus: February 10, 2022
Issuer 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 recommendation institution 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 by it 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
1、 Special risk tips
The company reminds investors to carefully read “section IV Risk Factors” of the prospectus and pay special attention to the following risk factors: (I) the risk of non-ferrous metal price fluctuation
The issuer’s main products are zinc concentrate and lead concentrate (including silver), which are used for smelting non-ferrous metals such as zinc, lead and silver. The sales price of the company’s products is closely fixed on the price of non-ferrous metals such as lead, zinc and silver published by Shanghai non ferrous metals network. Lead, zinc and silver are bulk non-ferrous metals. Their prices are open and transparent, widely used, involving many industries and long industrial chain. The market price may fluctuate greatly due to many factors such as economic cycle, supply and demand, mining conditions and capital investment. From 2019 to the end of 2021, the monthly average maximum and minimum price of smm1 # zinc ingot are 24700 yuan and 15300 yuan per ton respectively, the monthly average maximum and minimum price of smm1 # lead ingot are 18000 yuan and 14000 yuan per ton respectively, and the monthly average maximum and minimum price of smm1 # Silver are 6071.50 yuan and 3506.70 yuan per kilogram respectively, with large fluctuations. If the market prices of lead, zinc and silver fluctuate sharply, the sales price of the company’s products will fluctuate sharply, which will affect the company’s operating performance. The company has the risk of non-ferrous metal price fluctuation. (II) risk of mine resource reserves
As an enterprise in the mining and beneficiation industry, the company has the number of mine resource reserves and the level of ore grade, which is the fundamental guarantee for the long-term stable and healthy development of the company. At present, the company has two mining rights and two exploration rights. The amount of zinc metal, lead metal and silver metal recorded by the natural resources department are 2.512 million tons, 637700 tons and 1162.19 tons. In order to achieve long-term development, the company continues to carry out in-depth exploration of existing mines and exploration and development of mine resources with exploration rights, in order to achieve public development
