Stock abbreviation: Inner Mongolia Xinhua Stock Code: 603230 Inner Mongolia Xinhua Distribution Group Co., Ltd
(No. 1, 4th floor, No. 1 office building, No. 56, Xinhua Street, Hohhot) sponsor of IPO listing announcement (lead underwriter)
(No. 18, Meishan Road, Hefei, Anhui)
December 23, 2001
hot tip
The shares of Inner Mongolia Xinhua issuance Group Co., Ltd. (hereinafter referred to as “Inner Mongolia Xinhua”, “the company”, “the company” and “the issuer”) will be listed on Shanghai 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, and avoid blindly following the trend of “speculation” in the initial stage of new share listing , we should make prudent decisions and invest rationally.
Section I important statements and tips
1、 Important statement
The company and all directors, supervisors and senior managers guarantee that the information disclosed in the listing announcement is true, accurate and complete, promise that there are no false records, misleading statements or major omissions in the listing announcement, and bear individual and joint legal liabilities.
The opinions of Shanghai 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 all relevant contents not involved in this listing announcement should be consulted and published in Shanghai Stock Exchange（ http://www.sse.com..cn. ）The full text of the company’s prospectus on the website.
The company reminds investors to pay attention to the investment risk at the initial stage of IPO (hereinafter referred to as “new shares”), and investors should fully understand the risk and rationally participate in the trading of new shares.
Unless otherwise specified, the abbreviations or terms in this listing announcement shall have the same meanings as those in the prospectus of the company’s initial public offering of shares.
2、 Circulation restrictions and voluntary lock-in commitments of shares held by shareholders before the issuance
(i) Xinhua holdings, the controlling shareholder of the company, promises:
“1. Within 36 months from the date when the A-Shares of the company’s initial public offering are listed on the stock exchange, the company will not transfer or entrust others to manage the shares held by the company before the initial public offering of a shares, nor will the company repurchase the shares held by the company before the initial public offering of a shares. The company promises to abide by relevant laws Provisions of laws, regulations and normative documents (including relevant provisions of China Securities Regulatory Commission and stock exchanges) on share restriction;
2. If the closing price of the A-Shares of the company’s initial public offering is lower than the offering price for 20 consecutive trading days within 6 months after listing on the stock exchange, or the closing price is lower than the offering price at the end of 6 months after listing (if that day is not a trading day, it is the first trading day after that day), the lock-in period of the company’s shares held by the company will be automatically extended for 6 months;
3. If the company’s shares held by the company are reduced within 2 years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price of the company’s initial public offering of a shares;
4. If the company violates the above commitments or the mandatory provisions of the law to reduce the company’s shares, the company promises that the proceeds from the illegal reduction of the company’s shares will be owned by the company. If the company does not pay the proceeds from illegal reduction to the company, the company has the right to withhold and dispose of the cash dividends payable to the company equal to the amount of the proceeds from illegal reduction payable to the company to offset the proceeds from illegal reduction payable to the company. ”
During the above commitment period, if the company has ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital and share allotment, the above issuance price shall also be adjusted accordingly.
（2） The company’s shareholder Anhui Xinhua Media Co.Ltd(601801) and Inner Mongolia salt industry company promise:
“Within 36 months from the date when the A-Shares of the issuer’s initial public offering are listed on the stock exchange, 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 of a shares, nor will the issuer repurchase the shares held by the company that have been issued before the issuer’s initial public offering of a shares. The company promises to abide by relevant laws , regulations and normative documents (including the relevant provisions of the China Securities Regulatory Commission and the stock exchange) on share restrictions. ”
（3） The company’s shareholder aisinda promises:
“Within 12 months from the date when the A-Shares of the issuer’s initial public offering are listed on the stock exchange, 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 of a shares, nor will the issuer repurchase the shares held by the company that have been issued before the issuer’s initial public offering of a shares. The company promises to abide by relevant laws , regulations and normative documents (including the relevant provisions of the China Securities Regulatory Commission and the stock exchange) on share restrictions. ”
3、 Plan for the issuer to stabilize the share price within three years after listing
In order to safeguard the interests of the majority of investors and further clarify the measures to stabilize the issuer’s share price when the issuer’s share price is lower than the net assets per share within three years after the listing of the issuer’s A-share shares, the issuer, in accordance with the relevant requirements of the opinions on further promoting the reform of the new share issuance system issued by the CSRC, The plan for stabilizing the company’s share price after the listing of Inner Mongolia Xinhua issuance Group Co., Ltd. has been formulated. The specific points are as follows:
(i) Conditions for launching the stock price stability plan
Within three years from the date of listing of the company’s shares, If the closing price of the company’s shares for 20 consecutive trading days is lower than the company’s latest audited net assets per share (net assets per share = total number of common shareholders’ equity attributable to the parent company in the consolidated financial statements / total number of shares of the company at the end of the period, the same below) (in case of ex rights, ex dividend and other matters, the price shall be adjusted accordingly, the same below). The company will start this plan to stabilize the company’s stock price. (II) start the implementation subject and measures of the stock price stabilization plan
1. Implementation subject of stabilizing stock price
The implementation subjects of measures to stabilize the company’s share price in this plan include the company The controlling shareholders of the company and the directors (except independent directors, the same below) and senior managers who receive remuneration in the company, including directors and senior managers who hold positions when the company is listed, as well as new directors and senior managers within three years after the company is listed.
2. Measures to stabilize the company’s share price
The company and relevant implementing entities will take one or more measures to stabilize the company’s share price in the following order: (1) the company buys back shares; (2) the company’s controlling shareholders increase their holdings of the company’s shares; (3) the company’s directors and senior managers increase their holdings of the company’s shares; (4) other ways recognized by the securities regulatory authorities.
（3） Specific procedures for stabilizing the company’s share price
1. Repurchase of shares by the company
After the announcement of the stock price stabilization plan, the board of directors of the company shall make a resolution on share repurchase as soon as possible, timely announce the resolution of the board of directors and the share repurchase plan, and issue a notice of convening the general meeting of shareholders. The share repurchase plan shall be reviewed and approved by the board of directors and the general meeting of shareholders of the company, It shall be implemented after being reported to relevant regulatory authorities for approval or filing (if necessary). The company’s capital source for share repurchase is the company’s own funds, and the number of additional shares shall not exceed 2% of the total number of shares of the company. After repurchase, the equity distribution of the company shall meet the listing conditions.
2. Controlling shareholder’s increase in shares of the company
Inner Mongolia Xinhua Holding Co., Ltd., the controlling shareholder of the company, will increase its holdings of social public shares of the company by buying them in the secondary market through the stock exchange within 90 natural days from the date of announcement of the stock price stabilization plan. The number of shares increased shall not exceed 2% of the total number of shares of the company. The shares increased will not be sold within six months after the completion of the increase plan, After the increase, the equity distribution of the company shall meet the listing conditions, and the increase of shares and information disclosure shall comply with the provisions of the company law, the securities law and other relevant laws and administrative regulations.
3. Directors and senior managers increase their shares in the company
Directors receiving remuneration in the company (excluding independent directors) and senior managers will increase their holdings of the company’s social public shares by buying them in the secondary market through the stock exchange within 90 natural days from the date of announcement of the stock price stabilization plan, and the funds used to increase their holdings of the company’s shares shall not be higher than 20% of their after tax income from the company in the previous year. The increased shares will not be sold within six months after the completion of the shareholding increase plan, After the increase, the equity distribution of the company shall meet the listing conditions, and the increase of shares and information disclosure shall comply with the provisions of the company law, the securities law and other relevant laws and administrative regulations.
The company will appoint new directors (excluding independent directors) and senior managers who will receive remuneration in the company in the future after they make a commitment to fulfill the corresponding commitments made by the directors and senior managers when the company issues shares and is listed.
（4） Termination of stock price stabilization scheme
Within 90 natural days from the date of announcement of the stock price stabilization plan, if any of the following circumstances occurs, it shall be deemed that the implementation of the stock price stabilization measures and the performance of commitments have been completed, and the implementation of the announced stock price stabilization plan has been terminated: 1 The closing price of the company’s shares for 10 consecutive trading days is higher than the company’s latest audited net assets per share (after the latest audit base date, if the company’s net assets or the total number of shares change due to profit distribution, conversion of capital reserve to share capital, additional issuance of shares, etc., the net assets per share shall be adjusted accordingly);
2. Continuing to repurchase or increase the company’s shares will lead to the company’s equity distribution not meeting the listing conditions;
3. The funds used by the company and relevant entities to repurchase or increase the company’s shares reach the upper limit specified in this plan. （5） Binding measures for failure to fulfill the obligation of increasing shareholding or share repurchase
If the stable share price plan formulated by the board of directors of the company involves the controlling shareholders of the company to increase their holdings of the company’s shares, if the controlling shareholders of the company fail to fulfill their commitment to stabilize the share price, the company has the right to withhold the cash dividends of the controlling shareholders after the expiration of 90 natural days from the date of announcement of the stable share price plan until they fulfill their obligation to increase their holdings.
If the stable share price plan formulated by the board of directors of the company involves directors (excluding independent directors) and senior managers receiving remuneration in the company to increase their holdings of shares of the company, such as directors receiving remuneration in the company If (excluding independent directors) and senior managers fail to fulfill their commitment to stabilize the stock price, the company has the right to withhold their income from the company after the expiration of 90 natural days from the date of announcement of the plan to stabilize the stock price until they fulfill their obligation to increase their holdings. (6) implement the commitment of the company’s plan to stabilize the stock price
1. Issuer’s commitment
“(1) if the share price of the company is lower than the net assets per share for 20 consecutive trading days within three years after listing, the company will perform share repurchase and other obligations in accordance with the relevant provisions of the plan for stabilizing the company’s share price after listing of Inner Mongolia Xinhua issuance Group Co., Ltd.
(2) If the company fails to fulfill the above commitments, it will be bound in accordance with the measures agreed in the proposal on issuing relevant commitments and proposing corresponding binding measures for the initial public offering and listing of RMB common shares deliberated and adopted by the general meeting of shareholders, and compensate the investors for relevant losses in accordance with the law.
(3) If the company fails to complete the repurchase plan in full due to objective reasons such as force majeure or changes in relevant laws, regulations and regulatory rules, it shall not be deemed as a violation of the above commitments. ”
2. Commitment of Xinhua holdings, the controlling shareholder of the issuer
“(1) if the issuer’s share price is lower than the net assets per share for 20 consecutive trading days within three years after listing, the company will perform the share increase and other obligations in accordance with the relevant provisions of the plan for stabilizing the company’s share price after listing of Inner Mongolia Xinhua issuance Group Co., Ltd. deliberated and adopted at the shareholders’ meeting of the issuer.
(2) If the company fails to fulfill the above commitments, it will be bound in accordance with the measures agreed in the proposal on issuing relevant commitments and putting forward corresponding binding measures for the initial public offering and listing of RMB common shares deliberated and adopted at the shareholders’ meeting of the issuer. ”
3. Commitment of directors (except independent directors) and senior managers receiving remuneration in the company on measures to stabilize the company’s share price
Qin Jianping, Wang Yadong, Gao Ruimei, Yang Hairong, Qiao Li, the directors who receive remuneration from the company, and Qiao Xuefeng, Yan Bin, Che Xiangrong and Zhang Ruiping, the senior managers who do not concurrently serve as directors, promise to stabilize the stock price within three years after the company’s initial public offering and listing as follows:
“If the share price of the company is lower than the net assets per share for 20 consecutive trading days within three years after the company’s listing, I will perform the share increase and other obligations in accordance with the relevant provisions of the plan for stabilizing the company’s share price after the listing of Inner Mongolia Xinhua issuance group Co., Ltd. deliberated and approved by the company.
If I fail to fulfill the above commitments, I will be bound in accordance with the measures agreed in the proposal on issuing relevant commitments and putting forward corresponding binding measures for the initial public offering and listing of RMB common shares deliberated and adopted by the general meeting of shareholders of the company. ”
4、 Shareholding intention and reduction intention commitment
(i) The company’s shareholders Xinhua holdings and Anhui Xinhua Media Co.Ltd(601801) promised: “1. The company will hold the issuer’s shares for a long time in accordance with the share locking commitment issued by the company to maintain the stability of its shares.
2. The company will perform the obligation of information disclosure truthfully, accurately, completely and timely in accordance with laws, regulations, several provisions on reducing shares held by shareholders, directors, supervisors and senior managers of listed companies and relevant rules of the stock exchange.
3. The company will not reduce its shares in Inner Mongolia Xinhua under the following circumstances:
(1) The issuer or the company is suspected of securities and Futures Crimes, during the period when it is filed for investigation by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) or by the judicial organ, and less than six months after the administrative punishment decision and criminal judgment are made;
(2) The company has been publicly condemned by the stock exchange for violating the rules of the stock exchange for less than three months; (3) other circumstances stipulated by laws, administrative regulations, departmental rules, normative documents and the business rules of the stock exchange.
4. After the issuer’s initial public offering of A-Shares and listing on the stock exchange, the company will strictly abide by the commitment made by the company on the lock-in period of the issuer’s shares. After the expiration of the commitment lock-in period, the company will determine whether to reduce the shares of Inner Mongolia Xinhua according to the capital demand, investment arrangement and other factors under the condition of complying with relevant laws, administrative regulations, departmental rules, departmental normative documents and securities regulatory rules and not violating the commitments made by the company.
5. In the issuer’s initial public offering of A-Shares and
