Guangdong Yuehai feed Group Co., Ltd
Guangdong Yuehai Feeds Group Co., Ltd.
(22 Jichang Road, Xiashan District, Zhanjiang City, Guangdong Province)
IPO listing announcement
Sponsor (lead underwriter)
First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd
(10 / F, Zhuo center, No. 6 wudinghou street, Xicheng District, Beijing)
February, 2002
hot tip
The shares of Guangdong Yuehai feed Group Co., Ltd. (hereinafter referred to as “Yuehai feed”, “the company”, “the company” or “the issuer”) will be listed on the Shenzhen Stock Exchange.
Unless otherwise specified, the abbreviations or terms in this listing announcement have the same meanings as those in the prospectus of the company’s initial public offering of shares.
With the approval of Shenzhen Stock Exchange, the RMB common shares issued by the company will be listed on Shenzhen Stock Exchange on February 16, 2022. The company reminds investors to fully understand the risks of the stock market and the risk factors disclosed by the company, avoid blindly following the trend of “speculation” in the initial stage of IPO, and make prudent decision and rational investment.
Section I important statements and tips
The company and all directors, supervisors and senior managers guarantee the authenticity, accuracy and completeness of the listing announcement, promise that there are no false records, misleading statements or major omissions in the listing announcement, and bear legal liabilities according to law.
The opinions of Shenzhen Stock Exchange and other government authorities on the listing of the company’s shares and related matters do not indicate any guarantee to the company.
The company reminds investors to carefully read the information published on cninfo.com.cn China Securities Network (www.cs. Com. CN.) China Securities Network (www.cn. Stock. Com.) Securities Times (www.stcn. Com.) Securities Daily (www.zqrb. CN.) The contents of the “risk factors” chapter of the company’s prospectus should pay attention to risks, make prudent decisions and make rational investment.
The company reminds the majority of investors to pay attention to the relevant contents not involved in this listing announcement. Please refer to the full text of the company’s prospectus.
The important commitments and explanations made by the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers on the IPO are as follows: I. circulation restrictions and voluntary locking commitments of shares held by shareholders before the issuance
1. Prawn company, the controlling shareholder of the company, promises that it will not transfer or entrust others to manage the shares of Yuehai feed that it has directly or indirectly held as of the date of listing of Yuehai feed within 36 months from the date of listing of Yuehai feed, nor will Yuehai feed repurchase such shares. If the closing price of Yuehai feed stock is lower than the issue price for 20 consecutive trading days within six months after the listing of Yuehai feed, or the closing price is lower than the issue price at the end of six months after the listing (August 16, 2022), the above locking period will be automatically extended for six months. Within 24 months after the expiration of the lock-in period, the reduction price shall not be lower than the issue price. In case of ex right and ex interest matters, the above issuance price shall be adjusted accordingly.
2. Zheng Shixuan and Xu Xuemei, the actual controllers of the company, jointly undertake not to transfer or entrust others to manage the shares of Yuehai feed that they have directly or indirectly held as of the date of listing of Yuehai feed, nor to repurchase such shares by Yuehai feed within 36 months from the date of listing of Yuehai feed.
The total number of shares held by its senior directors / managers in Yuehai will not exceed 25% each year after the expiration of the above-mentioned share transfer period. If he leaves Yuehai feed before the expiration of his term of office, he will not transfer his shares of the issuer within half a year after his resignation, and the shares of the company transferred within one year after the expiration of the above half a year will not exceed 50% of the total shares of the company he holds.
If the closing price of Yuehai feed stock is lower than the issue price for 20 consecutive trading days within six months after the listing of Yuehai feed, or the closing price is lower than the issue price at the end of six months after the listing (August 16, 2022), the above locking period will be automatically extended for six months. Within 24 months after the expiration of the lock-in period, the reduction price shall not be lower than the issue price. In case of ex right and ex interest matters, the above issuance price shall be adjusted accordingly.
3. The shareholders of the company, Hong Kong huangda and Chengze, promise not to transfer or entrust others to manage the shares of Yuehai feed that they have directly or indirectly held as of the date of listing of Yuehai feed within 36 months from the date of listing of Yuehai feed, nor to repurchase such shares by Yuehai feed. If the closing price of Yuehai feed stock is lower than the issue price for 20 consecutive trading days within six months after the listing of Yuehai feed, or the closing price is lower than the issue price at the end of six months after the listing (August 16, 2022), the above locking period will be automatically extended for six months. Within 24 months after the expiration of the lock-in period, the reduction price shall not be lower than the issue price. In case of ex right and ex interest matters, the above issuance price shall be adjusted accordingly.
4. The shareholders of the company, fortune magic, Zhongke Baiyun and Zhongke Zhongguang, promise that they will not transfer or entrust others to manage the shares of Yuehai feed that they have directly or indirectly held as of the date of listing of Yuehai feed within 12 months from the date of listing of Yuehai feed, nor will Yuehai feed repurchase such shares.
5. Cai Xuming, the director holding the shares of the company, and Zheng Huifang, Feng Mingzhen, Zeng mingzai, Gao Qingde, Lin Dongmei, Li Chunchang and Han Shulin, the senior managers, promise not to transfer or entrust others to manage the shares of Yuehai feed held directly or indirectly as of the date of listing of Yuehai feed within 12 months from the date of initial public offering and listing of Yuehai feed, Yuehai feed will not buy back this part of the shares.
After the expiration of the above-mentioned lock-in period, during his tenure as a director / Senior Manager of Yuehai feed, his annual transfer of shares of Yuehai feed shall not exceed 25% of the total shares held by him. If he leaves Yuehai feed before the expiration of his term of office, he will not transfer his shares of the issuer within half a year after his resignation, and the shares of the company transferred within one year after the expiration of the above half a year will not exceed 50% of the total shares of the company he holds.
If the closing price of Yuehai feed stock is lower than the issue price for 20 consecutive trading days within six months from the date of listing, or the closing price at the end of six months after listing (August 16, 2022) is lower than the issue item, the above issue price shall be adjusted accordingly.
6. The supervisors Liang Aijun, Zheng Chaoqun and Zhang Qihua who hold the shares of the company promise not to transfer or entrust others to manage the shares of Yuehai feed that I have held directly or indirectly as of the date of listing of Yuehai feed within 12 months from the date of initial public offering and listing of Yuehai feed, nor to repurchase such shares by Yuehai feed.
After the expiration of the above-mentioned lock-in period, during his tenure as the supervisor of Yuehai feed, his annual transfer of Yuehai feed shares shall not exceed 25% of the total shares held by him. If he leaves Yuehai feed before the expiration of his term of office, he will not transfer his shares of the issuer within half a year after his resignation, and the shares of the company transferred within one year after the expiration of the above half a year will not exceed 50% of the total shares of the company he holds.
2、 The shareholding intention and reduction intention of shareholders holding more than 5% of shares before this public offering the shareholders holding more than 5% of shares before this public offering are as follows:
Unit: shares
No. name of shareholder no. of shares remarks
1. The company’s 264612000 44.10% controlling shareholders
The second largest shareholder in Hong Kong is 1062.35%
3 fortune magic 99714000 16.62% institutional investors
4 Chengze investment 52392000 8.73% ESOP Enterprises
(I) Shareholding intention and reduction intention commitment of shrimp company and Hong Kong huangda
The commitment of prawn company and Hong Kong huangda to the shareholding intention and reduction intention after the listing of the company is as follows: if prawn company and Hong Kong huangda plan to reduce the shares of the issuer within two years after the expiration of the lock-in period, the number of shares they hold shall not exceed 25% of the shares they hold every 12 months through centralized bidding trading, block trading, agreement transfer or other legal means, The reduction price shall not be lower than the issue price, and shall strictly abide by other restrictive provisions of the CSRC and the stock exchange on the reduction of shares held by shareholders of listed companies. If the issuer issues shares, converts to increase share capital or issues additional shares, the total number of the above shares shall be adjusted accordingly; In case of ex rights and ex interests after the listing of the issuer, the reduction price shall be adjusted accordingly. When prawn company and Hong Kong huangda reduce their direct or indirect holdings of the issuer’s shares, they shall notify the issuer in writing of their intention to reduce their holdings and the number of shares to be reduced five trading days in advance, and the issuer shall make an announcement. Prawn company and Hong Kong huangda can reduce their holdings of the issuer’s shares three trading days after the date of the issuer’s announcement. (II) Shareholding intention and reduction intention commitment of fortune magic
Fortune magic’s commitment to the shareholding intention and reduction intention of the company after listing is as follows: Fortune magic can reduce its shares of the company through centralized bidding transaction, block transaction, agreement transfer or other legal means as needed after the expiration of the lock-in period, and the price of the reduced shares shall not be lower than the audited net assets per share of Yuehai feed in the latest period, At the same time, other restrictive provisions of the China Securities Regulatory Commission and the stock exchange on the reduction of shares held by shareholders of listed companies shall be strictly observed. If the company’s shares have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, etc., the net asset price per share will be adjusted accordingly. During the period of being a shareholder holding more than 5% of the shares of the issuer, when fortune magic reduces its direct or indirect shares of the issuer, it shall notify the issuer in writing of its intention to reduce its shares and the number of shares to be reduced five trading days in advance, and the issuer shall make an announcement. Fortune magic can reduce its shares of the issuer only three trading days after the date of the issuer’s announcement. (III) Shareholding intention and reduction intention commitment of Chengze investment
Chengze investment’s commitment to the shareholding intention and reduction intention after the listing of the company is as follows: if Chengze investment plans to reduce its holdings of the issuer’s shares within two years after the expiration of the lock-in period, the number of shares it holds shall not exceed 80% of the shares it holds every 12 months through centralized bidding trading, block trading, agreement transfer or other legal means, and the reduction price shall not be lower than the issue price, At the same time, other restrictive provisions of the China Securities Regulatory Commission and the stock exchange on the reduction of shares held by shareholders of listed companies shall be strictly observed. If the issuer issues shares, converts to increase share capital or issues additional shares, the total number of the above shares shall be adjusted accordingly; In case of ex rights and ex interests after the listing of the issuer, the reduction price shall be adjusted accordingly. When Chengze investment reduces its direct or indirect holdings of the issuer’s shares, it shall notify the issuer in writing of its intention to reduce its holdings and the number of shares to be reduced five trading days in advance, and the issuer shall make an announcement. Chengze investment can reduce its holdings of the issuer’s shares three trading days after the date of the issuer’s announcement. 3、 Commitment that there are no false records, misleading statements or major omissions in the prospectus (I) relevant commitments of the issuer
The prospectus, other application documents and all materials provided to the listed intermediaries of this public offering are true, accurate and complete, and there are no false records, misleading statements or major omissions.
If there are false records, misleading statements or major omissions in the prospectus of the company, which will have a significant and substantial impact on judging whether the company meets the issuance conditions stipulated by law, the company will repurchase all new shares issued in the initial public offering according to law. The company will make an announcement on the day when the CSRC or the people’s court and other competent departments make the final determination or effective judgment of the above facts of the issuer, and convene the board of directors and issue the notice of convening the interim general meeting of shareholders in accordance with relevant laws, regulations and the articles of association within five trading days, Initiate share repurchase measures after holding an extraordinary general meeting of shareholders and being approved / approved / filed by relevant competent authorities; The company promises to repurchase at the market price (and not lower than the issue price). In case of ex rights and ex interests after the listing of the company, the above repurchase price and the number of repurchased shares shall be adjusted accordingly.
If the company fails to fulfill its commitments, the specific binding measures are as follows:
1. The company will publicly explain the specific reasons for the failure to fulfill its commitments at the shareholders’ meeting of the issuer and the newspapers and periodicals designated by the CSRC, and apologize to the shareholders of the issuer and public investors.
2. The company will bear corresponding responsibilities in accordance with the provisions of relevant laws and regulations and the requirements of regulatory authorities.
3. If investors suffer losses in securities trading due to the company’s violation or failure to fulfill the above commitments, the company will compensate investors for relevant losses according to law. The investor’s loss shall be determined according to the amount determined through negotiation between the issuer and the investor, or according to the method or amount determined by the securities regulatory department and the judicial organ. (II) commitment of controlling shareholders
There are no false records, misleading statements or major omissions in the prospectus of the issuer, and the issuer shall bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
If there are false records, misleading statements or major omissions in the prospectus of the issuer, which will have a significant and substantial impact on judging whether the issuer meets the issuance conditions stipulated by law, the company will urge the issuer to repurchase all new shares issued in the initial public offering according to law, In addition, the prawn company will buy back the shares (if any) publicly offered by the prawn company at the time of the issuer’s initial public offering. The prawn company will make an announcement through the company on the day when the CSRC determines the relevant illegal facts, and start the repurchase within three trading days after the above matters are determined, and repurchase the shares (if any) publicly offered by the prawn company at the time of the issuer’s initial public offering by means of centralized bidding trading in the secondary market, block trading, negotiated transfer or tender offer. The shrimp company promises to repurchase at the market price (and not lower than the issue price). In case of ex rights and ex interests after the listing of the issuer, the above repurchase price and the number of repurchased shares shall be adjusted accordingly.
If the shrimp company fails to fulfill its commitments, the specific binding measures are as follows:
1. The prawn company will publicly explain the specific reasons for its failure to fulfill its commitments in the general meeting of shareholders of the issuer and the newspapers and periodicals designated by the CSRC, and report to the issuer
