Jiahuan Technology Co., Ltd
Bestlink Technologies Co.,Ltd.
(building 10, No. 19, ningshuang Road, Yuhuatai District, Nanjing)
IPO prospectus
Sponsor (lead underwriter)
(27th and 28th floors, building 2, international trade building, No. 1 Jianguomenwai street, Chaoyang District, Beijing)
Overview of this offering
Statement: the issuance application of the company has not been approved by the CSRC. This Prospectus has no legal effect on the issuance of shares and is only for pre disclosure. Investors shall take the full text of the officially announced prospectus as the basis for making investment decisions.
Type of shares issued: RMB ordinary shares (A shares)
The number of shares to be issued this time shall not exceed 76.3 million shares, which shall not be less than 25% of the total share capital after the issuance. This issuance is all new shares, and the shareholders of the company will not offer shares publicly
The par value of each share is RMB 1.00
The issue price per share is RMB 14.53
Expected issue date: April 20, 2022
Stock exchange to be listed Shanghai Stock Exchange
The total share capital after issuance shall not exceed 305199988 million shares
Circulation restrictions and voluntary lock-in commitments of shares held by shareholders before the issuance (I) Zongyan, Qin Weizhong, the controlling shareholders and actual controllers of the company, and Nanjing Huanzhi, Nanjing yuanyihe Nanjing changshengxing promises: "1. Within 36 months from the date of listing and trading of the issuer's shares, the issuer shall not transfer or entrust others to manage the issued shares of the issuer directly or indirectly held by itself / the enterprise before this offering and listing, nor require the issuer to repurchase such shares. 2. Within 6 months after the listing of the issuer's shares, if the closing price of the issuer's shares for 20 consecutive trading days is lower than the issuing price of the issuer's shares, or after the listing of the issuer's shares If the closing price at the end of the 6-month period (or the first trading day after the day if it is a non trading day) is lower than the issuing price of the issuer's shares, the lock-in period of the issuer's issued shares directly or indirectly held by me / the enterprise before this issuance and listing will be automatically extended for 6 months. If the issuer has had ex rights and ex dividend matters such as dividend distribution, share distribution and conversion of capital reserve into share capital within 6 months, the above closing price refers to the adjusted price of the issuer's shares. 3. Within 24 months from the expiration of the lock up period, if I / the enterprise attempts to reduce the issued shares of the issuer held by me / the enterprise directly or indirectly before this issuance and listing by any means or means, the reduction price of my / the enterprise shall not be lower than the issuance price of the issuer's shares. 4. If my / our commitment to share lock-in period is inconsistent with the latest regulatory opinions of the securities regulatory authority, I / our company will adjust accordingly according to the regulatory opinions of the relevant securities regulatory authority. After the expiration of the above lock-in period, it will be implemented in accordance with the relevant provisions of the China Securities Regulatory Commission and the stock exchange. " (II) the cornerstone of the company's shareholder reputation Xinan cornerstone promises: "1. The issuer shall not transfer or entrust others to manage the issuer's issued shares directly or indirectly held by the enterprise before the issuance and listing, nor shall the issuer repurchase the issuer's issued shares directly or indirectly held by the enterprise before the issuance and listing within 12 months from the date of listing. 2. If the commitment of the share lock-in period of the enterprise is inconsistent with the latest regulatory opinions of the securities regulatory authority, the The enterprise will make corresponding adjustments according to the regulatory opinions of relevant securities regulatory authorities. After the expiration of the above lock-in period, it will be implemented in accordance with the relevant provisions of the China Securities Regulatory Commission and the stock exchange. " (III) directors, supervisors and senior managers indirectly holding shares of the company: Chen Huiyuan, Luo Delong, Yang Chen, Han Baohua, Tian Jinhua, Ren Hongjun, Chen Liang, Xu Xiaodong He Wei promises: "1. Within 12 months from the date of listing and trading of the issuer's shares, I will not transfer or entrust others to manage the issuer's shares directly or indirectly held by me before this offering and listing, nor require the issuer to repurchase such shares. 2. Within 6 months after listing of the issuer's shares, if the closing price of the issuer's shares for 20 consecutive trading days is lower than the issuing price of the issuer's shares, or within 6 months after listing of the issuer's shares The closing price is low at the end of the year (the first trading day after that day if that day is not a trading day)
Based on the issuing price of the issuer's shares, the lock up period of the issuer's shares directly or indirectly held by me before this issuance and listing will be automatically extended for 6 months. If the issuer has had ex rights and ex dividend matters such as dividend distribution, share distribution and conversion of capital reserve into share capital within 6 months, the above closing price refers to the adjusted price of the issuer's shares. 3. Within 24 months from the expiration of the lock up period, if I try to reduce the issued shares of the issuer held by me directly or indirectly before this issuance and listing through any means or means, my reduction price shall not be lower than the issuance price of the shares of the issuer. 4. If my share lock-in period commitment is inconsistent with the latest regulatory opinions of the securities regulatory authority, I will make corresponding adjustments according to the regulatory opinions of the relevant securities regulatory authority. After the expiration of the above lock-in period, it will be implemented in accordance with the relevant provisions of the China Securities Regulatory Commission and the stock exchange. " (IV) Zongyan, Qin Weizhong, Chen Huiyuan, Luo Delong, Yang Chen, Han Baohua, Tian Jinhua, Ren Hongjun, Chen Liang, Xu Xiaodong, who directly or indirectly hold shares of the company and are directors, supervisors and senior managers of the company He Wei promises: "1. During my term of office, the number of shares transferred each year shall not exceed 25% of the total number of shares held by the issuer; 2. If I leave before the expiration of my term of office, the number of shares transferred each year shall not exceed 25% of the total number of shares held by me during my term of office and within six months after the expiration of my term of office. I will not transfer the shares held by me within six months after my resignation; 3. Abide by laws, administrative regulations, departmental rules and norms And other provisions of the business rules of Shanghai Stock Exchange on the transfer of my shares. " Sponsor and lead underwriter China International Capital Corporation Limited(601995)
Signing date of prospectus: April 19, 2022
Important statement
The issuer and all directors, supervisors and senior managers promise that there are no false records, misleading statements or major omissions in this 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 work and the person in charge of the accounting agency guarantee that the financial and accounting materials in this 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 departments on this issuance does not indicate that they have made a substantive judgment or guarantee on the value of the company's shares or the income of investors.
Any statement to the contrary is a false statement.
According to the provisions of the securities law, after the shares are issued according to law, the company shall be responsible for the changes in the operation and income of the company, and the investors shall be responsible for the investment risks caused by the changes.
If investors have any questions about this prospectus and its abstract, they should consult their own stockbrokers, lawyers, accountants or other professional consultants.
Tips on major issues
The company specially reminds investors to pay attention to the following major matters and risks, and carefully read the full text of the chapter "risk factors". 1、 Commitments of shareholders on restrictions on the circulation of shares held and voluntary lock-in of shares (I) commitments of the company's controlling shareholders and actual controllers Zongyan, Qin Weizhong and their controlling shareholders Nanjing Huanzhi, Nanjing yuanyihe and Nanjing changshengxing
"1. Within 36 months from the date of listing and trading of the issuer's shares, it shall not transfer or entrust others to manage the issued shares of the issuer directly or indirectly held by itself / the enterprise before this offering and listing, nor require the issuer to repurchase such shares.
2. Within 6 months after the listing of the issuer's shares, if the closing price of the issuer's shares for 20 consecutive trading days is lower than the issuing price of the issuer's shares, or at the end of 6 months after the listing of the issuer's shares (if that day is a non trading day, it is the first trading day after that day), the closing price is lower than the issuing price of the issuer's shares, Then the lock up period of the issuer's issued shares directly or indirectly held by me / the enterprise before this issuance and listing will be automatically extended by 6 months. If the issuer has had ex rights and ex dividend matters such as dividend distribution, share distribution and conversion of capital reserve into share capital within 6 months, the above closing price refers to the adjusted price of the issuer's shares.
3. Within 24 months from the expiration of the lock up period, if I / the enterprise attempts to reduce the issued shares of the issuer held by me / the enterprise directly or indirectly before this issuance and listing by any means or means, the reduction price of my / the enterprise shall not be lower than the issuance price of the issuer's shares.
4. If my / our commitment to share lock-in period is inconsistent with the latest regulatory opinions of the securities regulatory authorities, our company will make corresponding adjustments according to the regulatory opinions of the relevant securities regulatory authorities. After the expiration of the above lock-in period, it will be implemented in accordance with the relevant provisions of the China Securities Regulatory Commission and the stock exchange. " (II) the company's shareholders' reputation cornerstone and Xin'an cornerstone commitment
"1. Within 12 months from the date of listing of the shares issued this time, the issuer shall not transfer or entrust others to manage the issued shares of the issuer directly or indirectly held by the enterprise before this issuance and listing, nor shall the issuer repurchase the issued shares of the issuer directly or indirectly held by the enterprise before this issuance and listing.
2. If the share lock-in period commitment of the enterprise is inconsistent with the latest regulatory opinions of the securities regulatory authority, the enterprise will make corresponding adjustments according to the regulatory opinions of the relevant securities regulatory authority. After the expiration of the above lock-in period, it will be implemented in accordance with the relevant provisions of the China Securities Regulatory Commission and the stock exchange. " (III) Chen Huiyuan, Luo Delong, Yang Chen, Han Baohua, Tian Jinhua, Ren Hongjun, Chen Liang, Xu Xiaodong and He Wei, the directors, supervisors and senior managers who indirectly hold the company's shares, made a commitment
"1. Within 12 months from the date of listing and trading of the issuer's shares, I will not transfer or entrust others to manage the issuer's shares directly or indirectly held by me before this offering and listing, nor require the issuer to repurchase such shares. 2. Within 6 months after listing of the issuer's shares, if the closing price of the issuer's shares for 20 consecutive trading days is lower than the issuing price of the issuer's shares, or within 6 months after listing of the issuer's shares If the closing price is lower than the issuing price of the issuer's shares at the end of the year (if that day is not a trading day, it is the first trading day after that day), the lock-in period of the issuer's shares directly or indirectly held by me before this issuance and listing will be automatically extended for 6 months. If the issuer has had ex rights and ex dividend matters such as dividend distribution, share distribution and conversion of capital reserve into share capital within 6 months, the above closing price refers to the adjusted price of the issuer's shares.
3. Within 24 months from the expiration of the lock up period, if I try to reduce the issued shares of the issuer held by me directly or indirectly before this issuance and listing through any means or means, my reduction price shall not be lower than the issuance price of the shares of the issuer.
4. If my share lock-in period commitment is inconsistent with the latest regulatory opinions of the securities regulatory authority, I will make corresponding adjustments according to the regulatory opinions of the relevant securities regulatory authority. After the expiration of the above lock-in period, it will be implemented in accordance with the relevant provisions of the China Securities Regulatory Commission and the stock exchange. " (IV) Zong Yan, Qin Weizhong, Chen Huiyuan, Luo Delong, Yang Chen, Han Baohua, Tian Jinhua, Ren Hongjun, Chen Liang, Xu Xiaodong and He Wei, who directly or indirectly hold shares of the company and act as directors, supervisors and senior managers of the company, make a commitment
"1. During my term of office, the number of shares transferred each year shall not exceed 25% of the total number of shares held by the issuer; 2. If I leave before the expiration of my term of office, the number of shares transferred each year shall not exceed 25% of the total number of shares held by me during my term of office and within six months after the expiration of my term of office. I will not transfer the shares held by me within six months after my resignation; 3. Abide by laws, administrative regulations, departmental rules and norms And other provisions of the business rules of Shanghai Stock Exchange on the transfer of my shares. "
2、 The company's plan for stabilizing the stock price and relevant commitments
In order to protect the interests of investors, in accordance with the relevant requirements of the opinions of China Securities Regulatory Commission on further promoting the reform of new share issuance system, the issuer hereby formulates a plan to stabilize the stock price as follows: (I) the validity period of this plan
This plan is effective within three years from the date of the company's initial public offering and listing. (II) specific conditions and procedures for initiating stock price stabilization measures
1. Starting conditions and procedures: when the closing price of the company's shares for 20 consecutive trading days is lower than the audited net assets per share at the end of the previous year, the board of directors shall be held within 10 days and the general meeting of shareholders shall be held within 25 days to review the specific plan for stabilizing the stock price, clarify the implementation period of such specific plan, and start the implementation of the specific plan for stabilizing the stock price within 10 trading days after the general meeting of shareholders deliberates and approves such plan.
2. Stop conditions: during the implementation of the specific plan to stabilize the stock price, if the closing price of the company's shares for 20 consecutive trading days is higher than the audited net assets per share at the end of the previous year, the stock price stabilization measures will be stopped. After the implementation of the specific plan for stabilizing the stock price expires, if the starting conditions in Item 1 above occur again, the measures for stabilizing the stock price shall be started again. (III) specific measures and schemes
The company, its controlling shareholders, directors (except independent directors, the same below) and senior managers are the subject of the obligation to stabilize the company's share price. On the premise of not affecting the listing conditions of the company, the following specific measures and schemes can be taken: 1. Specific measures for the company to stabilize the stock price
When the closing price of the company's shares for 20 consecutive trading days is lower than the audited net assets per share at the end of the previous year, the company shall convene the board of directors within 10 days and the general meeting of shareholders within 25 days to consider the specific plan for stabilizing the share price including but not limited to the following measures:
(1) When triggering the starting conditions of the above-mentioned share price stabilization measures, the company shall formulate a share repurchase plan in accordance with the provisions of laws, regulations, normative documents, articles of association and the company's internal governance system, repurchase some shares of the company from public shareholders, and ensure that the equity distribution of the company still meets the listing conditions after the implementation of the share price stabilization measures.
(2) The company conducts centralized bidding transaction, offer or approved by the securities regulatory department
