Beijing Jindu law firm
about
Jiangsu Yike Food Group Co., Ltd. made an initial public offering and was listed on the gem
of
Lawyer work report
June, 2002
catalogue
interpretation…… 4 Introduction 12 I. approval and authorization of this issuance and listing 19 II. The issuer’s subject qualification for this issuance and listing 23 III. substantive conditions for this offering and listing 24 IV. establishment of the issuer 28 v. independence of the issuer 31 VI. sponsors and shareholders 34 VII. The share capital of the issuer and its evolution 57 VIII. Business of the issuer 74 IX. related party transactions and horizontal competition 84 X. main property of the issuer 109 Xi. Major creditor’s rights and debts of the issuer 155 XII. Major asset changes and mergers and acquisitions of the issuer 163 XIII. Formulation and amendment of the articles of association of the issuer 164 XIV. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors 166 XV. Directors, supervisors and senior managers of the issuer and their changes XVI. Tax of the issuer 172 XVII. Environmental protection, product quality, technology and other standards and safe production 179 XVIII. Labor employment and social security of the issuer 204 XIX. Application of funds raised by the issuer 20. The issuer’s business development objectives 207 21. Litigation, arbitration or administrative punishment 208 22. Legality of relevant commitments and binding measures involved in this offering and listing 210 XXIII. Evaluation of the legal risk of the issuer’s prospectus (declaration draft)… 212 XXIV. Other matters to be explained…… 212
25、 The overall concluding observations of this offering and listing 222 Annex I: main business qualifications of the issuer and its subsidiaries 224 Annex II: land for which the issuer and its subsidiaries have obtained the right to use state-owned land 240 Annex III: collective agricultural land leased by the issuer and its subsidiaries 246 Annex IV: real estate for which the issuer and its subsidiaries have obtained the ownership certificate 251 Annex V: land and real estate leased by the issuer and its subsidiaries Annex VI: registered trademarks owned by the issuer and its subsidiaries 259 Annex VII: patents owned by the issuer and its subsidiaries 274 annex VIII: credit, loan and guarantee contracts related to the self financing of the issuer and its subsidiaries 280 annex IX: financial subsidies of the issuer and its subsidiaries two hundred and eighty-seven
interpretation
In this report, unless the context otherwise requires, the following terms or abbreviations in the left column correspond to the meanings or full names in the right column:
This office / Jindu refers to Beijing Jindu law firm
Issuer / company / refers to Jiangsu Yike Food Group Co., Ltd
Yike food
Yike group refers to Jiangsu Yike Food Group Co., Ltd., which is the predecessor of the issuer
Yike Co., Ltd. refers to Jiangsu Yike Food Co., Ltd., which is the predecessor of the issuer
Subsidiaries refer to the 38 holding subsidiaries of the issuer described in “(I) foreign investment” of “X. main assets of the issuer” in the main body of this report
Yike agriculture and animal husbandry refers to Jiangsu Yike agriculture and animal husbandry Investment Co., Ltd., which is the controlling shareholder of the issuer
Qingdao Yunsheng equity investment partnership (general partnership) (former name: Xintai Qingdao Yunsheng refers to the municipal Yunsheng equity investment partnership (limited partnership)), which is the existing shareholder of the issuer
Suqian Jiude refers to Suqian Jiude equity investment partnership (limited partnership), which is the existing shareholder of the issuer
Suqian Fengze refers to Suqian Fengze equity investment partnership (limited partnership), which is the existing shareholder of the issuer
Suqian Hongzhu refers to Suqian Hongzhu equity investment partnership (limited partnership), which is the existing shareholder of the issuer
Hangzhou biruitch refers to Hangzhou biruitch investment partnership (limited partnership), which is the existing shareholder of the issuer
Hangzhou biyishi refers to Hangzhou biyishi investment partnership (limited partnership), which is the existing shareholder of the issuer
Yunnan Heyuan refers to Yunnan Heyuan biomedical industry development equity investment fund partnership (limited partnership), which is the existing shareholder of the issuer
CITIC investment refers to Citic Securities Company Limited(600030) Investment Co., Ltd., which is the existing shareholder of the issuer
Jinshi Kunxiang refers to Jinshi Kunxiang equity investment (Hangzhou) partnership (limited partnership), which is the existing shareholder of the issuer
Central enterprise industrial investment refers to the central enterprise industrial investment fund Co., Ltd. in poor areas, which is the existing shareholder of the issuer
Guangzhou Lichuang refers to Guangzhou Lichuang No. 4 industrial investment partnership (limited partnership), which is the existing shareholder of the issuer
Xinyu baopu refers to Xinyu baopu investment management partnership (limited partnership), which is the existing shareholder of the issuer
Beijing agricultural investment refers to Beijing Agricultural Industry Investment Fund (limited partnership), which was once a shareholder of Yike Co., Ltd. / Yike group
Shanghai Hejun refers to Shanghai Hejun Investment Consulting Co., Ltd., which was a shareholder of the issuer
Jiangsu Zhongke Food Co., Ltd. (formerly known as Suqian Zhongke Food Co., Ltd., Xintai Zhengbang Food Co., Ltd. and Shandong Yike Food Co., Ltd.) is a wholly-owned subsidiary of the issuer
Nanjing Yike management refers to Nanjing Yike Enterprise Management Consulting Co., Ltd. (formerly known as Suqian Zhongke Management Consulting Co., Ltd.), which is a wholly-owned subsidiary of the issuer
Yike industry refers to Shandong Yike Food Industry Co., Ltd., a wholly-owned subsidiary of the issuer
Xinyi Zhongke means Xinyi Zhongke Food Co., Ltd., a wholly-owned subsidiary of the issuer
Xuzhou Yike means Xuzhou Yike Food Co., Ltd. (formerly known as Xuzhou Zhengbang Food Co., Ltd.), which is a wholly-owned subsidiary of the issuer
Shuyang Zhongke breeding poultry refers to Shuyang Zhongke breeding poultry Co., Ltd., a wholly-owned subsidiary of the issuer, and Suqian Yike feed refers to Suqian Yike Feed Co., Ltd., a wholly-owned subsidiary of the issuer
Xuzhou runke refers to Xuzhou runke Food Co., Ltd., a holding subsidiary of the issuer
Xingtai Zhongke Jinze refers to Xingtai Zhongke Jinze agricultural and sideline products processing Co., Ltd., which is the holding subsidiary of Jining Zhongke
Heze Yizhou refers to Heze Yizhou Food Co., Ltd., a wholly-owned subsidiary of Shandong Zhongke agriculture and animal husbandry
Shandong Zhongke refers to Shandong Zhongke Food Co., Ltd., a holding subsidiary of Shandong Zhongke agriculture and animal husbandry
Shandong Zhongke agriculture and animal husbandry development Co., Ltd. (formerly known as Jining LIANHANG food, including Shandong Zhongke agriculture and animal husbandry Index Co., Ltd. and Zoucheng Zhengbang Food Co., Ltd.) is a wholly-owned subsidiary of Zhongke food
Jining Zhongke refers to Jining Zhongke Food Co., Ltd., a wholly-owned subsidiary of Shandong Zhongke agriculture and animal husbandry
Zhongke Hengtai refers to Xintai Zhongke Hengtai Food Co., Ltd. (formerly known as Xintai Yike Hengtai Food Co., Ltd.), which is a holding subsidiary of Shandong Zhongke
Yike Jinpeng refers to Shandong Yike Jinpeng Food Co., Ltd., a holding subsidiary of Shandong Zhongke agriculture and animal husbandry
Wanquan food refers to Shandong Wanquan Food Co., Ltd. (formerly known as Weifang Wanquan Food Co., Ltd.), a wholly-owned subsidiary of Shandong Zhongke agriculture and animal husbandry
Zhongke Kanghui refers to Pingyi Zhongke Kanghui Food Co., Ltd. (formerly known as Pingyi Yike Kanghui Food Co., Ltd.), which is the holding subsidiary of Zhongke food
Linyi Zhongke refers to Linyi Zhongke Food Co., Ltd. (formerly known as Feixian Yike Shengyuan Food Co., Ltd.), a holding subsidiary of Shandong Zhongke agriculture and animal husbandry
Zhongke Ruijia refers to Xintai Zhongke Ruijia Food Co., Ltd., a holding subsidiary of Shandong Zhongke
Fengzeyuan refers to Pingyi fengzeyuan Food Co., Ltd., a wholly-owned subsidiary of Shandong Zhongke agriculture and animal husbandry
Zhongke Jinrun refers to Heze Zhongke Jinrun Food Co., Ltd., a wholly-owned subsidiary of Shandong Zhongke agriculture and animal husbandry
Shuyang Yike refers to Shuyang Yike Food Co., Ltd., a wholly-owned subsidiary of Zhongke food
Yike Tianguan refers to Jiangsu Yike Tianguan Agricultural Development Co., Ltd., a holding subsidiary of Zhongke food
Dadi agriculture refers to Xinyi Dadi Agricultural Development Co., Ltd., a holding subsidiary of Zhongke food
Xuzhou Youwang breeding refers to Xuzhou Youwang breeding Co., Ltd., a wholly-owned subsidiary of Xuzhou Yike
Yixing agriculture and animal husbandry refers to Shandong Yixing agriculture and animal husbandry Co., Ltd., a holding subsidiary of Suqian Yike breeding birds
Suqian Yike breeder refers to Suqian Yike breeder Co., Ltd., a wholly-owned subsidiary of Shuyang Zhongke breeder, Pingyi Yike breeder refers to Pingyi Yike breeder Co., Ltd., a wholly-owned subsidiary of Suqian Yike breeder, Xintai Jianyuan breeder refers to Xintai Jianyuan breeder Co., Ltd., a holding subsidiary of Shuyang Zhongke breeder, and Yike Xuyang feed refers to Suqian Yike Xuyang Feed Co., Ltd, It is the holding subsidiary of Suqian Yike feed
Xintai Zhongke feed refers to Xintai Zhongke Feed Co., Ltd. (formerly known as Xintai LIANHANG Feed Co., Ltd.), which is a wholly-owned subsidiary of Shandong Zhongke
Yikedadi feed refers to Xinyi yikedadi Feed Co., Ltd., a holding subsidiary of Suqian yikedadi feed
Linyi Zhongke feed refers to Linyi Zhongke Feed Co., Ltd. (formerly known as Pingyi Zhongke Feed Co., Ltd.), which is a wholly-owned subsidiary of Xintai Zhongke feed
Xingtai Yike feed refers to Xingtai Yike Feed Co., Ltd., a holding subsidiary of Suqian Yike feed
Yike packaging refers to Shandong Yike packaging products Co., Ltd., a wholly-owned subsidiary of Shandong Zhongke
Shandong Yike warehousing and Logistics Co., Ltd. (formerly known as Shandong Yike machinery design Yike warehousing and logistics instruction Manufacturing Co., Ltd. and Shandong Yike intelligent mechanical equipment Co., Ltd.) is a wholly-owned subsidiary of Shandong Zhongke
Agricultural microbial technology refers to Shandong Agricultural Microbial Technology Co., Ltd., a holding subsidiary of Xintai Zhongke feed
Mengyin Jinjiyuan refers to Mengyin Jinjiyuan Ecological Agriculture Co., Ltd., a wholly-owned subsidiary of Suqian Yike breeding birds
Shandong quack duck refers to Shandong quack duck products Co., Ltd. (formerly known as Zoucheng quack duck products Co., Ltd.), which is a joint-stock subsidiary of the issuer
Chengwu quack duck refers to Chengwu quack duck food Co., Ltd., a joint-stock subsidiary of the issuer
Yike food development Jiangsu Yike Food Group Co., Ltd. Development Division (former name: division refers to the development division of Jiangsu Yike Food Co., Ltd.), which is a branch of the issuer
Suqian of Yike food refers to Suqian branch of Jiangsu Yike Food Group Co., Ltd. (formerly known as Suqian branch of Jiangsu Yike Food Co., Ltd.), which is the branch of the issuer
Suyu of Yike food refers to Suyu branch of Jiangsu Yike Food Group Co., Ltd., which is a branch of the issuer’s branch
Pingyi Yike breeding poultry refers to Pingyi Yike breeding poultry Co., Ltd. Wangjiapo branch, which is Pingyi Yike breeding poultry Wangjiapo branch
