Stock abbreviation: Changjiang material stock code: 001296 Chongqing Changjiang River molding material (Group) Co., Ltd
(No. 6, Wuxing Middle Road, tongjiaxi Town, Beibei District, Chongqing)
IPO listing announcement
Sponsor (lead underwriter)
(No. 13, Fuxing Road, Guilin, Guangxi Zhuang Autonomous Region)
December, 2021
hot tip
With the approval of Shenzhen Stock Exchange, the RMB common shares issued by the company will be listed on the main board of Shenzhen Stock Exchange on December 24, 2021. The company reminds investors to fully understand the stock market risks 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.
Unless otherwise specified, the definitions of abbreviations or terms in this listing announcement are the same as those in the prospectus of the company's initial public offering of shares. Any discrepancy between the total number and the mantissa of the sum of the itemized values in this listing announcement shall be caused by rounding.
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 the majority of investors that for relevant contents not involved in this listing announcement, investors are invited to consult the full text of the company's prospectus published on cninfo.com.cn. I. The sales restriction arrangement, voluntary locking of shares, extension of locking period, shareholding and reduction intention of relevant shareholders before this offering
(i) Commitment of shareholders to voluntarily lock up shares and extend the lock up period before this issuance
Mr. Xiong Ying and Mr. Xiong Jie, the controlling shareholder and actual controller of the company, as well as Mr. Xiong fan and Mr. Xiong Yin, the persons acting in concert, and Mr. Zhuangxiong, the natural person shareholder who holds more than 5% and has an associated relationship with the controlling shareholder and actual controller, promise that within 36 months from the date when the company's shares are listed on the stock exchange, Do not transfer or entrust others to manage the company's shares directly or indirectly held by them, nor do the company repurchase the company's shares directly or indirectly held by them; If the closing price of the company's shares is lower than the offering 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 (June 24, 2022) is lower than the offering price, the lock-in period of the company's shares will be automatically extended for at least 6 months.
Cao Kefu, Han Yue, Zhou Lifeng, Jiang Shixue and supervisors Jiang Ying, Chen qiuqing and others who hold the company's shares promise not to transfer or entrust others to manage the company's shares directly or indirectly held by them, nor to repurchase the company's shares directly or indirectly held by them within 12 months from the date of listing of the company's shares; If the closing price of the company's shares is lower than the offering 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 (June 24, 2022) is lower than the offering price, the lock-in period of the company's shares will be automatically extended for at least 6 months.
Other shareholders of the company promise not to transfer or entrust others to manage the company's shares directly or indirectly held by them within 12 months from the date of listing of the company's shares, nor will the company repurchase the company's shares directly or indirectly held by them.
（2） Shareholding intention of relevant shareholders and commitment to reduce shares
The controlling shareholder and actual controller of the company, Mr. Xiong Ying and Mr. Xiong Jie, and the persons acting in concert, Mr. Xiong fan and Mr. Xiong Yin, and the shareholder holding more than 5% of the shares of the company, Mr. Zhu Xiong Xiong Xiong Xiong, promise that if the shares are reduced within 2 years after the expiration of the lock-in period, the reduction price will not be lower than the issuance price. If we fail to fulfill the relevant commitments on share lock-in, shareholding intention and reduction intention, The income thus obtained belongs to the company, and I will pay such income to the board of directors of the company. If I fail to hand over the proceeds from the above-mentioned transfer of shares to the company, the company has the right to freeze the remaining shares of the company held by me, and may withhold the cash dividends to offset the proceeds from the transfer of shares that I shall hand over to the company until I fully perform relevant responsibilities.
Suzhou TIANYAO promises that after the lock-in period of the company's shares held by the partnership expires, it will reduce its holdings through legal means, It shall be announced by the company three trading days before the reduction (except when the shareholding ratio is less than 5%), and the reduction price shall not be lower than the latest audited net assets per share (if the company's shares have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve to share capital, etc., the amount of net assets per share will be adjusted accordingly). If the relevant commitments on share locking, shareholding intention and reduction intention are not fulfilled, the proceeds from this shall belong to the company. If the partnership fails to hand over the proceeds from the above transfer of shares to the company, the company has the right to freeze them The remaining shares of the company held by the partnership can be withheld as cash dividends to offset the proceeds from the transfer of shares that the partnership should hand over to the company until the partnership fully performs relevant responsibilities.
Xiong Ying, Xiong Jie, Zhang Xiong, Cao Kefu, Han Yue, Zhou Lifeng, Jiang Shixue, Jiang Ying and Chen qiuqing, the directors, supervisors and senior managers of the company who hold the shares of the company, also promise that, in addition to the above commitments, during their tenure as directors or senior managers of the company, the shares transferred each year will not exceed 25% of the total shares of the company they hold; Not transfer the company's shares held by him within half a year after his resignation; If the company's shares are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the company's initial public offering price; If I fail to fulfill the relevant commitments on share lock-in, shareholding intention and reduction intention, the income derived therefrom shall belong to the company, and I will pay such income to the board of directors of the company. If I fail to hand over the proceeds from the above-mentioned transfer of shares to the company, the company has the right to freeze the remaining shares of the company held by me, and may withhold the cash dividends to offset the proceeds from the transfer of shares that I shall hand over to the company until I fully perform relevant responsibilities.
The above issue price refers to the issue price of the initial public offering. If the company carries out 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 after listing, the ex rights and ex interests shall be handled in accordance with the relevant provisions of the stock exchange.
In addition to the above commitments, all shareholders of the issuer also undertake to strictly comply with the relevant provisions on share reduction in certain provisions on share reduction by shareholders, directors, supervisors and senior managers of listed companies, stock listing rules of Shenzhen Stock Exchange and detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange The Shenzhen Stock Exchange shall revise the above rules or formulate new rules in accordance with the latest regulations. 2、 Plan and commitment for stabilizing stock price
The third meeting of the second board of directors and the first extraordinary general meeting in 2016 deliberated and approved the plan for stabilizing the company's share price when the share price is lower than the net assets per share within three years after the company's initial public offering, which is as follows:
Within three years after the company's issuance and listing, if the company's share price continues to be lower than the net assets per share, the company will start measures to stabilize the share price by repurchasing the company's shares or increasing the holdings of the company's controlling shareholders, directors (excluding independent directors) and senior managers.
(i) Conditions for initiating stock price stabilization measures
Every 12 months within three years after the company's issuance and listing, the closing price of the company's shares for the first 20 consecutive trading days is lower than the audited net assets per share in the latest year.
（2） Ways and sequence of stock price stabilization measures
1. Methods of stock price stabilization measures: (1) the company repurchases shares; (2) the controlling shareholders of the company increase their holdings of shares; (3) the directors (excluding independent directors) and senior managers increase their holdings of shares of the company.
When selecting the above methods, we should consider: (1) it can not cause the company to fail to meet the statutory listing conditions; (2) it can not force the controlling shareholder and actual controller to perform the obligation of tender offer.
2. The implementation sequence of share price stabilization measures is as follows:
The first option is to buy back the company's shares, but if the company's share repurchase will cause the company to fail to meet the statutory listing conditions, the first option is to increase the company's shares held by the company's controlling shareholders.
The second option is to increase the shares held by the controlling shareholders of the company, The second option will be activated when one of the following circumstances occurs: (1) the company is unable to repurchase shares or the share repurchase proposal has not been approved by the general meeting of shareholders of the company, and the increase of the controlling shareholder's holding of the company's shares will not cause the company to fail to meet the statutory listing conditions or trigger the controlling shareholder's obligation of tender offer; (2) although the company implements the share repurchase plan, it still fails to meet the requirements "The closing price of the company's shares for three consecutive trading days has been higher than the audited net assets per share of the company in the latest year".
The third option is for directors (excluding independent directors) and senior managers to increase their holdings of the company's shares. The conditions for starting this option are: after the implementation of the way for controlling shareholders to increase their holdings of the company's shares, if the company's shares still do not meet the conditions of "the closing price of the company's shares for three consecutive trading days has been higher than the audited net assets per share of the company in the latest year", and (excluding independent directors) and senior managers' increased holding of the company's shares will not cause the company to fail to meet the statutory listing conditions or promote the tender offer obligations of the controlling shareholders or actual controllers.
In each natural year, the company's obligation to forcibly start share price stabilization measures is limited to once.
（3） Implementation plan of the company's share repurchase
1. Starting time and performance procedures of each Repurchase:
When the conditions for triggering the launch of share price stabilization measures are met, the company will convene the board of directors within 10 days, make a proposal for the implementation of share repurchase according to law, submit it to the general meeting of shareholders for approval and perform the corresponding announcement procedures.
The company will convene a general meeting of shareholders within 30 days from the date when the board of directors makes a resolution to consider the implementation of share repurchase. A resolution on the implementation of share repurchase by the general meeting of shareholders of the company must be adopted by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
After the general meeting of shareholders of the company approves the proposal to repurchase shares, the company will perform the corresponding obligations of announcement, filing and notifying creditors according to law. Subject to meeting the legal conditions, the repurchase shall be carried out in accordance with the price range and time limit specified in the proposal for the implementation of share repurchase adopted by the resolution.
2. Performance period of each Repurchase: the company will repurchase shares within 6 months from the date of the resolution of the general meeting of shareholders.
3. Proportion of each Repurchase: when the company repurchases shares, the proportion of each repurchase shall not be less than 2% of the total share capital of the company, and after the implementation of the repurchase plan, the equity distribution of the issuer shall meet the listing conditions.
4. Repurchase method: buy through securities trading and centralized bidding trading.
5. Conditions for cancellation of each repurchase obligation: when one of the following conditions is met, the issuer's repurchase obligation will be completed or cancelled, and the report on share repurchase will be announced within 2 trading days. (1) When the actual share repurchase proportion reaches the target repurchase proportion specified in the share repurchase plan; (2) through the implementation of share repurchase, the closing price of the company's shares for three consecutive trading days has been higher than the audited net assets per share of the company in the latest year; (3) if the repurchase continues, the proportion of social public shares of the company will not meet the listing conditions.
6. Cancellation of repurchased shares: after the completion or termination of a single implementation of repurchased shares, the shares of the Company repurchased this time shall be cancelled within 10 days from the date of completion or termination, and the capital reduction procedures of the company shall be handled in time.
（4） Implementation plan for controlling shareholders to increase their shares in the company
1. Starting conditions and performance procedures for each increase:
(1) The company has not implemented the stock repurchase plan: when the conditions for triggering the start of stock price stabilization measures are met, and the company is unable to implement the stock repurchase or the stock repurchase proposal has not been approved by the general meeting of shareholders, and the increase of the company's shares held by the controlling shareholders will not cause the company to fail to meet the statutory listing conditions or trigger the obligation of tender offer of the controlling shareholders, the company will hold shares The shareholders will submit to the company a plan to increase their holdings of the company's shares within 10 days from the date when the conditions for triggering the launch of share price stabilization measures or the company's general meeting of shareholders makes a resolution not to implement the share repurchase plan, which will be announced by the company. (2) The company has implemented the stock repurchase plan: Although the company has implemented the stock repurchase plan, it still fails to meet the "closing price of the company's shares for three consecutive trading days has been higher than the audited net assets per share of the company in the latest year" The controlling shareholders of the company will submit to the company a plan for increasing their holdings of the company's shares within 10 days from the date of completion or termination of the company's share repurchase plan, which will be announced by the company. 2. Performance period of each share increase: after performing the corresponding announcement and other obligations, the controlling shareholder will implement the share increase according to the price range and time limit specified in the plan within 6 months from the date of announcement of the share increase plan. The company shall not provide financial support for the controlling shareholders to increase their holdings of the company's shares.
3. Proportion of each increase: the controlling shareholder shall increase the shares of the company, and the proportion of each increase shall not be less than 2% of the total share capital of the company, and the proportion of social public shares of the company shall meet the relevant requirements of listing conditions after the increase.
4. Way of increasing Holdings: buy through securities trading and centralized bidding trading.
5. Conditions for the cancellation of the obligation of each holding increase: when one of the following conditions is met, the controlling shareholder's obligation of this holding increase is completed or cancelled, and the report on the increase is announced within two trading days. (1) When the actual increase proportion reaches the target increase proportion specified in the increase plan; (2) through the increase of the company's shares, the closing price of the company's shares for three consecutive trading days has been higher than the audited net assets per share of the company in the latest year; (3) the company will not meet the statutory listing conditions if it continues to increase its shares; (4) Continuing to increase shares will cause the controlling shareholders to fulfill the obligation of tender offer, and the controlling shareholders do not plan to implement tender offer.
（5） Implementation plan for directors (excluding independent directors) and senior managers to increase the company's shares 1. Starting conditions and implementation procedures for each increase: after the implementation of the plan for controlling shareholders to increase the company's shares, the conditions of "the closing price of the company's shares for three consecutive trading days has been higher than the company's audited net assets per share in the latest year" have not been met, and the directors (excluding independent directors) and senior managers will submit the plan for increasing the shares of the company to the company within 10 days after the implementation of the plan for increasing the shares of the controlling shareholder, and the plan will be announced by the company.
2. Performance period of each share increase: perform the obligation of share increase within 20 trading days after the announcement of share increase (in case of directors and senior managers specified by the exchange)
