About Jiangsu Lihua Animal Husbandry Co.Ltd(300761)
Verification opinions on the listing and circulation of restricted shares
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as ” Zhongtai Securities Co.Ltd(600918) ” and “sponsor”) as a sponsor of Jiangsu Lihua Animal Husbandry Co.Ltd(300761) (hereinafter referred to as ” Jiangsu Lihua Animal Husbandry Co.Ltd(300761) ” and “company”) for initial public offering of shares and listing on the gem, in accordance with the administrative measures for securities issuance and listing sponsor business and the Listing Rules of Shenzhen Stock Exchange on the gem Relevant laws, regulations and normative documents, such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, have verified the listing and circulation of Jiangsu Lihua Animal Husbandry Co.Ltd(300761) IPO restricted shares. The verification results are as follows:
1、 Overview of shares issued before IPO
Approved by the reply on approving Jiangsu Lihua Animal Husbandry Co.Ltd(300761) initial public offering of shares (zjxk [2019] No. 104) of China Securities Regulatory Commission, the company publicly issued 4128000 RMB common shares (A shares) to the public, and was listed on the gem of Shenzhen Stock Exchange on February 18, 2019. Before the initial public offering, the total share capital of the company was 362600000 shares, and after the initial public offering, the total share capital of the company was 403880000 shares.
Since the company’s initial public offering of shares, there has been no change in the number of share capital due to profit distribution, conversion of accumulation fund, etc.
As of the date of issuance of this verification opinion, the total share capital of the company is 403880000 shares, of which the number of shares with limited sales conditions is 283822050 shares, accounting for 70.27% of the total share capital of the company. The number of shares cancelled this time is 27565000, accounting for 68.24% of the total share capital of the company; The actual number of shares that can be listed and circulated this time is 201731250, accounting for 49.95% of the total share capital of the company.
2、 Application for lifting share restrictions and performance of commitments by relevant shareholders
(I) the commitments made by the shareholders applying for lifting the restrictions on the sale of shares in the company’s prospectus for initial public offering and listing on the gem and the announcement on the listing of initial public offering and listing on the gem are as follows:
1. The controlling shareholder Cheng Lili, the actual controllers Cheng Lili and Shen Jing, and the shareholders Shen Qin, Shen Zhaoshan, Changzhou Pentium animal husbandry technology service center (limited partnership) (hereinafter referred to as “Pentium animal husbandry”), Changzhou Tianming Agricultural Technology Service Center (limited partnership) (hereinafter referred to as “Tianming agriculture”) Changzhou Juyi Agricultural Technology Service Center (limited partnership) (hereinafter referred to as “Juyi agriculture”), Changzhou Haocheng animal husbandry technology service center (limited partnership) (hereinafter referred to as “Haocheng animal husbandry”) Shenzhen Cangshi investment partnership (limited partnership) (hereinafter referred to as “Cangshi investment”) promises not to transfer or entrust others to manage the shares directly or indirectly held by it before the initial public offering of the company within 36 months from the date of listing of the company’s shares on the stock exchange, Nor will the company repurchase the shares issued before the initial public offering of the company held directly or indirectly by the company.
2. Cheng Lili, the controlling shareholder of the company, Cheng Lili and Shen Jing, the actual controllers, and Shen Qin, the director and senior manager of the company, promise that when reducing the shares of the company within two years after the expiration of the above lock-in period, the reduction price shall not be lower than the initial public offering price of the company. Within six months after the listing of the company, if the closing price of the company’s shares for 20 consecutive trading days is lower than the initial public offering price (during the period, if there are ex right and ex interest matters such as dividend, dividend distribution, share distribution, conversion of capital reserve to share capital, allotment of shares, etc., ex right and ex interest treatment shall be carried out, the same below), Or if the closing price at the end of six months after listing (if that day is not a trading day, it is the first trading day after that day) is lower than the IPO price, the lock up period of the company’s shares held by it will be automatically extended for six months on the basis of the original lock up period.
3. Cheng Lili and Shen Qin, as directors, supervisors and senior managers of the company, promise that during their tenure as directors and senior managers of the company, the shares of the company transferred each year will not exceed 25% of the total shares of the company they hold; Do not transfer the company’s shares held by him within half a year after his resignation. If the resignation is reported within six months from the date of the company’s initial public offering and listing, the company’s shares held by him shall not be transferred within 18 months from the date of reporting resignation; If the resignation is declared between the seventh month and the twelfth month from the date of the company’s initial public offering and listing, the company’s shares held by him shall not be transferred within 12 months from the date of declaration of resignation; If the company sells its shares within six months after the purchase or buys its shares within six months after the sale, the proceeds therefrom shall belong to the company. In case of any change in the company’s shares due to the company’s equity distribution, the commitment shall still be observed. Shall not refuse to fulfill the above commitments due to job change, resignation and other reasons.
4. Cheng Lili, the controlling shareholder of the company, and Cheng Lili and Shen Jing, the actual controllers of the company, promise that the shares I transfer each year within two years after the date of 36 months from the date of listing of the company’s shares will not exceed 25% of the total shares I hold in the company. When I reduce the shares of the company within two years after the expiration of the lock-in period, the reduction price will not be lower than the initial public offering price of the company. When I reduce the shares of the company, I will inform the company in writing of the specific information of the proposed reduction five trading days in advance, and the company will make a timely announcement. After three trading days from the date of the company’s announcement, we can reduce our shares in the company. In case of any change in my holding of the company’s shares due to the company’s equity distribution, I shall still abide by this commitment. Those who reduce their holdings in violation of the above commitments shall be owned by the company.
5. Pentium animal husbandry and Tianming agriculture, the shareholders who directly hold more than 5% of the total share capital of the company, promise that when the enterprise reduces its shares after the expiration of the lock-in period, it will follow the reduction announcement procedures stipulated by law, and the company will announce it three trading days before the reduction of its shares. The shares issued before the company’s public offering of shares held by the enterprise shall be reduced within two years after the expiration of the above lock-in period, and the intended reduction is 100% of the number held. The price of reducing shares through the centralized bidding trading system of the stock exchange shall not be less than 1.2 times of the net assets per share disclosed in the latest audit report (if the company’s shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the price of net assets per share will be adjusted accordingly); If the shares are transferred or reduced through the block trading system of the stock exchange and agreement, the transfer price shall be determined by both parties through negotiation and comply with the provisions of relevant laws and regulations; If, during this period, the shares issued before the public offering of the company held by him are reduced at a price lower than the above price, the reduction income shall belong to the company.
(II) the commitments made by the shareholders applying for lifting the restrictions on the sale of shares in the prospectus for initial public offering and listing on the gem are consistent with those made in the announcement for initial public offering and listing on the gem.
(III) the shareholders applying for lifting the restrictions on the sale of shares have strictly fulfilled the above commitments and strictly complied with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the Listing Rules of gem shares of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, No breach of commitment.
As of the date of issuance of this verification opinion, the shareholders applying for lifting the restrictions on the sale of shares have no subsequent additional commitments related to the lock-in and reduction of shares.
(IV) the shareholders who apply for lifting the restrictions on the sale of shares do not occupy the company’s funds for non-profit purposes, and the company does not provide illegal guarantees to the above-mentioned shareholders.
3、 Release of restrictions on the circulation of shares listed this time
1. The listing and circulation date of the actually tradable shares in the shares subject to the lifting of restrictions on sale this time: Friday, February 18, 2022.
2. The shares released this time are part of the shares issued before the company’s initial public offering
The number of shares sold is 27565000, accounting for 68.24% of the total share capital of the company; Actually available for listing and circulation this time
The number of shares is 201731250, accounting for 49.95% of the total share capital of the company.
3. There are 8 shareholders applying for lifting the restrictions on the sale of shares this time.
4. Details of the lifting of restrictions on the sale and listing of shares:
Unit: shares
The full name of the ordering shareholder: the total number of shares actually available to be listed this time when the restriction on sale is lifted this time; the number of shares circulating in the market
1 Cheng Lili 94150000 94150000 23537500
2 Changzhou Pentium animal husbandry Technical Service Center (limited partnership) 87500000 87500000 87500000
3 Changzhou Tianming Agricultural Technology Service Center (limited partnership) 42350000 42350000 42350000
4 Changzhou Juyi Agricultural Technology Service Center (limited partnership) 17500000 17500000 17500000
5 Changzhou Haocheng animal husbandry Technical Service Center (limited partnership) 17500000 17500000 17500000
6 Shenzhen Cangshi investment partnership (limited partnership) 10500000 10500000 10500000
7 Shen Qin 4375000 1093750
8 Shen Zhaoshan 1750000 1750000 1750000
Total 275625000 275625000 201731250
Note 1: Mr. Cheng Lili is a director and senior manager of the company and directly holds 94150000 shares of the company, all of which are restricted to sale
It promises that during the period of serving as a director and senior manager of the company, the company’s shares transferred each year will not exceed the company’s shares held by it
25% of the total number of shares. According to the data of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., Mr. Cheng Lili 2022
The annual transferable quota is 23537500 shares, so the actual number of shares that can be listed and circulated this time is 23537500 shares.
Note 2: Ms. Shen Qin is a director and senior manager of the company and directly holds 4375000 shares of the company, all of which are restricted to sale,
He promises that during his tenure as a director and senior manager of the company, the company’s shares transferred each year will not exceed the company’s shares held by him
25% of the total. According to the data of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., Ms. Shen Qin can be transferred in 2022
The quota is 1093750 shares, so the actual number of shares that can be listed and circulated this time is 1093750 shares.
5. There is no pledge or freezing of the restricted shares this time; Among the shareholders who lifted the restrictions on sales this time,
No shareholder is a former director, supervisor or senior manager of the company and has resigned for less than half a year.
6. The board of directors of the company promises to supervise the above shareholders to consciously abide by their regulations on share reduction when selling shares
And abide by the provisions on the reduction of shares held by shareholders, directors, supervisors and senior executives of listed companies and Shenzhen Stock Exchange
Detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in the stock exchange
And will continue to disclose the shareholders’ fulfillment of the commitment of share restriction in the periodic report.
4、 Statement of changes in shares
After some restricted shares issued before the IPO are released, the changes of the company’s shares are as follows:
Below:
Nature of shares before this change (shares) after this change
Number (shares) proportion number of shares (shares) proportion (increase + / decrease -)
1、 Tradable shares with limited sales conditions 283822050 70.27% – 201731250 82090800 20.33%
Pre IPO restricted shares 27565000 68.24% – 27565000 0.00%
Senior management locking shares 8197050 2.03% 73893750 82090800 20.33%
2、 Tradable shares with unlimited sales conditions 120057950 29.73% 201731250 321789200 79.67%
3、 Total share capital 403880000 100% – 403880000 100.00%
Note: the above data shall be subject to the final handling result of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch.
5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that Jiangsu Lihua Animal Husbandry Co.Ltd(300761)
