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Guangzhou Lushan New Material Co., Ltd
Guangzhou Lushan New Materials Co., Ltd.
(self made building 1, 2, 3 and 4, No. 22, Pubei Road, YUNPU Industrial Zone, Huangpu District, Guangzhou)
Letter of intent for initial public offering
Sponsor (lead underwriter)
(North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong)
Overview of this offering
Type of shares issued: RMB ordinary shares (A shares)
The number of shares to be issued is 23 Jinzai Food Group Co.Ltd(003000)
The par value of each share is RMB 1.00
The issue price per share is [●] yuan
Expected issue date: March 16, 2022
Stock exchange to be listed Shanghai Stock Exchange
The total share capital after issuance is 92.01 million shares
1、 The number of shares to be issued and the issuers are intended to issue 23 Jinzai Food Group Co.Ltd(003000) RMB ordinary shares to the public. The shareholders of the company do not offer shares to the public. The total amount of shares to be issued to the public accounts for 25% of the total share capital of the company after issuance. All the funds raised by the company’s public offering of shares are used for general purposes such as investment projects related to the company’s main business and supplementary working capital. 2、 Commitment of shareholders to the restriction arrangement and voluntary lock-in of shares held before the issuance (I) the controlling shareholder and actual controller Wang Jiasheng and Han Lina promise: 1. Within 36 months from the date of listing of the company’s shares, they will not transfer or entrust others to manage the company’s shares that they have directly or indirectly held before the listing of the company’s shares (hereinafter referred to as “pre IPO shares”), Nor does it propose that the company buy back this part of the shares. 2. Within 6 months after the listing of the company’s shares, if the closing price of the company’s shares is lower than the issue price for 20 consecutive trading days, or the closing price of the company’s shares is lower than the issue price at the end of 6 months after the listing (if that day is not a trading day, it is the first trading day after that day), the lock-in period of my direct or indirect holding of the company’s shares before this offering will be automatically extended for 6 months. If the company has had ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the above closing price refers to the adjusted price of the company’s shares. 3. If the company’s shares held by me are reduced within two years after the expiration of the lock up period, the price of share reduction shall not be lower than the issuing price of the company’s initial public offering. If the issuer has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital before I reduce my shares, my reduction price shall not be lower than the issuance price after corresponding adjustment. 4. After the expiration of the above-mentioned lock up period, I will truthfully and timely report the issuer’s shares and their changes during my tenure as a director and senior manager of the company; In case of resignation before the expiration of the term of office, during the term of office determined at the time of taking office and within 6 months after the expiration of the term of office, the shares transferred each year shall not exceed 25% of the total number of shares of the issuer directly or indirectly held by me; I will not transfer the shares of the issuer directly or indirectly held by me within half a year after my resignation. 5. If the pre IPO shares held directly or indirectly by me are changed due to the equity distribution of the issuer, I shall also abide by the above commitments. 6. I will not refuse to fulfill the above commitments due to job change, resignation and other reasons. 7. If I reduce my shares before the initial public offering of the company after the expiration of the above-mentioned lock-in period, the reduction procedures shall strictly comply with the provisions on share reduction and information disclosure in laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, several provisions on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies. 8. During the period when I hold the shares of the issuer, if the laws, regulations, normative documents, policies and the requirements of the securities regulatory authority for share locking and reduction change, I am willing to automatically apply the changed laws, regulations, normative documents, policies and the requirements of the securities regulatory authority. 9. If I fail to fulfill my promise, or indeed fail to fulfill it or fail to fulfill it on schedule (except due to objective reasons beyond my control such as relevant laws and regulations, policy changes, natural disasters and other force majeure), I will take the following measures: (1) timely and fully disclose the specific reasons for my failure to fulfill, fail to fulfill or fail to fulfill my promise on schedule; (2) Propose supplementary commitments or alternative commitments to protect the rights and interests of the issuer and investors as much as possible; (3) Submit the above supplementary or alternative commitments to the general meeting of shareholders for deliberation;
(4) If losses are caused to the issuer, I will compensate for the losses according to law. (II) shareholders Tang Fangcheng, Tang Xiaojun and Zheng Miaohua, as directors or senior managers of the company, promise: 1. Within 12 months from the date of listing of the company’s shares, they will not transfer or entrust others to manage the company’s shares that they have directly or indirectly held before the issuance and listing (hereinafter referred to as “pre IPO shares”), nor propose that the company buy back these shares. 2. Within 6 months after the listing of the company’s shares, if the closing price of the company’s shares is lower than the issue price for 20 consecutive trading days, or the closing price of the company’s shares is lower than the issue price at the end of 6 months after the listing (if that day is not a trading day, it is the first trading day after that day), the lock-in period of my direct or indirect holding of the company’s shares before this offering will be automatically extended for 6 months. If the company has had ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the above closing price refers to the adjusted price of the company’s shares. 3. If the company’s shares held by me are reduced within two years after the expiration of the lock up period, the price of share reduction shall not be lower than the issuing price of the company’s initial public offering. If the issuer has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital before I reduce my shares, my reduction price shall not be lower than the issuance price after corresponding adjustment. 4. After the expiration of the above-mentioned share lock up period, during my tenure as a director and senior manager of the company, I will truthfully and timely report the shares held by the issuer and their changes. If I leave before the expiration of the term of office, within the term of office determined at the time of taking office and within 6 months after the expiration of the term of office, The shares transferred each year shall not exceed 25% of the total number of shares of the issuer directly or indirectly held by me; I will not transfer the shares of the issuer directly or indirectly held by me within half a year after my resignation. 5. If the pre IPO shares held directly or indirectly by me are changed due to the equity distribution of the issuer, I shall also abide by the above commitments. 6. I will not refuse to fulfill the above commitments due to job change, resignation and other reasons. 7. If I reduce my pre IPO shares after the expiration of the above lock up period, the reduction procedures shall strictly comply with the provisions on share reduction and information disclosure in the company law of the people’s Republic of China, the securities law of the people’s Republic of China, several provisions on share reduction by shareholders, directors, supervisors and senior managers of listed companies and other laws, regulations and normative documents. 8. During the period when I hold the shares of the issuer, if the laws, regulations, normative documents, policies and the requirements of the securities regulatory authority for share locking and reduction change, I am willing to automatically apply the changed laws, regulations, normative documents, policies and the requirements of the securities regulatory authority.
9. If I fail to fulfill my promise, or indeed fail to fulfill it or fail to fulfill it on schedule (except due to objective reasons beyond my control such as relevant laws and regulations, policy changes, natural disasters and other force majeure), I will take the following measures: (1) timely and fully disclose the specific reasons for my failure to fulfill, fail to fulfill or fail to fulfill my promise on schedule; (2) Propose supplementary commitments or alternative commitments to protect the rights and interests of the issuer and investors as much as possible; (3) Submit the above supplementary or alternative commitments to the general meeting of shareholders for deliberation; (4) If losses are caused to the issuer, I will compensate for the losses according to law. (III) the company’s shareholder Lushan information promises: 1. Within 36 months from the date of listing of the company’s shares, it will not transfer or entrust others to manage the company’s shares directly or indirectly held by the company before the listing of this offering (hereinafter referred to as “pre IPO shares”), nor will it propose that the company buy back these shares. 2. Changes in the equity held by the issuer directly or indirectly before the initial distribution of shares also lead to changes in the equity held by the issuer. 3. If the company reduces its pre IPO shares after the expiration of the above lock-in period, the reduction procedures shall strictly comply with the provisions on share reduction and information disclosure in the company law of the people’s Republic of China, the securities law of the people’s Republic of China, several provisions on share reduction by shareholders, directors, supervisors and senior managers of listed companies and other laws, regulations and normative documents. 4. During the period when the company holds the shares of the issuer, if the laws, regulations, normative documents and policies on share locking and reduction and the requirements of the securities regulatory authority change, the company is willing to automatically apply the changed laws, regulations, normative documents and policies and the requirements of the securities regulatory authority. 5. If the enterprise fails to fulfill its commitment, is indeed unable to fulfill it or cannot fulfill it on schedule (except for the objective reasons beyond the enterprise’s control such as relevant laws and regulations, policy changes, natural disasters and other force majeure), the enterprise will take the following measures: (1) timely and fully disclose the failure to fulfill its commitment Specific reasons for failure to perform or failure to perform on schedule; (2) Propose supplementary commitments or alternative commitments to protect the rights and interests of the issuer and investors as much as possible; (3) Submit the above supplementary or alternative commitments to the general meeting of shareholders for deliberation; (4) If losses are caused to the issuer, the enterprise will compensate for the losses according to law. (IV) Du Zhuang and Zhao wencao, supervisors holding shares of the company, promise:
1. Within 12 months from the date of listing of the company’s shares, I will not transfer or entrust others to manage the company’s shares that I have directly or indirectly held before this issuance and listing (hereinafter referred to as “pre IPO shares”), nor propose that the company buy back these shares. 2. After the expiration of the above-mentioned share lock up period, I will truthfully and timely report the issuer’s shares and their changes during my tenure as a supervisor of the company. If I leave before the expiration of my term of office, the shares transferred each year shall not exceed 25% of the total number of issuer’s shares I directly or indirectly hold during the term of office determined at the time of taking office and within 6 months after the expiration of my term of office; I will not transfer the shares of the issuer directly or indirectly held by me within half a year after my resignation. 3. If the pre IPO shares held directly or indirectly by me are changed due to the equity distribution of the issuer, I shall also abide by the above commitments. 4. If I reduce my shares before the initial public offering of the company after the expiration of the above-mentioned lock-in period, the reduction procedures shall strictly comply with the provisions on share reduction and information disclosure in laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, several provisions on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies. 5. During the period when I hold the shares of the issuer, if the laws, regulations, normative documents, policies and the requirements of the securities regulatory authority for share locking and reduction change, I am willing to automatically apply the changed laws, regulations, normative documents, policies and the requirements of the securities regulatory authority. 6. If I fail to fulfill my promise, or indeed fail to fulfill it or fail to fulfill it on schedule (except due to objective reasons beyond my control such as relevant laws and regulations, policy changes, natural disasters and other force majeure), I will take the following measures: (1) timely and fully disclose the specific reasons for my failure to fulfill, fail to fulfill or fail to fulfill my promise on schedule; (2) Propose supplementary commitments or alternative commitments to protect the rights and interests of the issuer and investors as much as possible; (3) Submit the above supplementary or alternative commitments to the general meeting of shareholders for deliberation; (4) If losses are caused to the issuer, I will compensate for the losses according to law. (V) Hu Qinghua, a close relative of Han Lina, the controlling shareholder and actual controller, promises not to transfer or entrust others to manage the company’s shares indirectly held by him through Lushan information before the issuance and listing of the company and within 36 months from the date of the listing of the company’s shares, nor propose that Lushan information buy back this part of the rights and interests. (VI) other shareholders of the company promise: 1. Within 12 months from the date of listing of the company’s shares, they will not transfer or entrust others to manage the company’s shares directly or indirectly held by the enterprise / person before this issuance and listing (hereinafter referred to as “pre IPO shares”), nor propose that the company buy back these shares. 2. If the pre IPO shares directly or indirectly held by the enterprise / person change due to the equity distribution by the issuer, the enterprise / person shall also abide by the above commitments. 3. If the company / person reduces its shares before the initial public offering after the expiration of the above lock-in period, the reduction procedures shall strictly comply with the provisions on share reduction and information disclosure in the company law of the people’s Republic of China, the securities law of the people’s Republic of China, several provisions on share reduction by shareholders, directors, supervisors and senior managers of listed companies and other laws, regulations and normative documents. 4. During the period when the enterprise / person holds the shares of the issuer, if the laws, regulations, normative documents, policies and requirements of the securities regulatory authority for share locking and reduction change, the enterprise / person is willing to automatically apply the changed laws, regulations, normative documents, policies and requirements of the securities regulatory authority. 5. If the enterprise / person fails to fulfill the commitment, is indeed unable to fulfill it or cannot fulfill it on schedule (except for the objective reasons beyond the enterprise / person’s control such as relevant laws and regulations, policy changes, natural disasters and other force majeure), the enterprise / person will take the following measures: (1) timely and fully disclose the failure of the enterprise / person to fulfill the commitment Specific reasons for failure to perform or failure to perform on schedule; (2) Propose supplementary commitments or alternative commitments to protect the rights and interests of the issuer and investors as much as possible; (3) Submit the above supplementary or alternative commitments to the general meeting of shareholders for deliberation; (4) If losses are caused to the issuer, the enterprise / person will compensate for the losses according to law.
Sponsor (lead underwriter) Citic Securities Company Limited(600030)
Signing date of the prospectus: March 8, 2022
statement
The issuer and all directors, supervisors and senior managers promise that there are no false records, misleading statements or major omissions in the prospectus and its abstract, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
The person in charge of the company, the person in charge of accounting and the person in charge of the accounting agency shall ensure that the financial and accounting materials in the prospectus and its abstract are true and complete.
The sponsor promises to compensate the investors in advance for the losses caused to the investors due to the false records, misleading statements or major omissions in the documents prepared and issued for the issuer’s initial public offering of shares.
Any decision or opinion made by the CSRC and other government authorities on this issuance does not indicate that it makes a substantive judgment or guarantee on the value of the issuer’s shares or the income of investors. Any statement to the contrary is a false statement.
The issuer shall be responsible for the change of the issuer’s income in accordance with the provisions of the securities law
