Weihai Baihe Biotechnology Co., Ltd. (No. 552, Chengda Road, Swan Lake Economic and Technological Development Zone, Rongcheng City)
Initial public offering
summary prospectus
Sponsor (lead underwriter):
(room 618, No. 2, Tengfei 1st Street, Zhongxin Guangzhou Knowledge City, Huangpu District, Guangzhou)
Statement
The purpose of the summary of this prospectus is only to provide the public with a brief information about this offering, and does not include all parts of the full text of the prospectus. The full text of the prospectus is also published on the website of Shanghai Stock Exchange. Before making a subscription decision, investors should carefully read the full text of the prospectus and take it as the basis for investment decisions.
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 the authenticity, accuracy and completeness of the prospectus and its abstract.
The person in charge of the company, the person in charge of accounting and the person in charge of the accounting institution 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 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 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.
Section I tips on major events
1、 Prior to this offering, the shareholders made commitments on the sale restriction arrangement, voluntary lock-in of shares, extension of lock-in period, shareholding and reduction intention of relevant shareholders, etc
(I) commitment of controlling shareholder and actual controller Liu Xinli
Within 36 months from the date of listing of the company's initial public offering of shares, the company shall not transfer or entrust others to manage the shares issued before the issuance directly or indirectly held by the company, nor shall the company repurchase the shares issued before the issuance directly or indirectly held by the company.
During my tenure as a director, supervisor or senior manager of the company, the shares transferred each year shall not exceed 25% of the total shares of the company directly or indirectly held by me. I will not transfer the shares of the company directly or indirectly held by me within six months after my resignation.
If the company's shares directly or indirectly held by me are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issuance price of the company's shares at the time of this issuance and listing (if the company distributes dividends, bonus shares, converted into share capital, additional new shares or allotments and other rights and interests, the above price shall be adjusted accordingly). If the closing price of the company's stock price for 20 consecutive trading days within six months after listing is lower than the issue price, or the closing price at the end of six months after listing is lower than the issue price (if the company distributes dividends, bonus shares, converted into share capital, additional shares or allotments and other ex dividend and ex right acts occur within six months after listing, the above price will be adjusted accordingly), I directly The lock up period of indirectly held shares of the company shall be automatically extended for six months on the basis of the original lock up period. I will not give up my commitment to fulfill the above-mentioned reduction price and extension of lock-in period due to job change, resignation and other reasons.
I will reduce my shares in the company on the premise of complying with relevant laws and regulations and various provisions of the CSRC and Shanghai Stock Exchange on share reduction; When the reduction is implemented, it will be announced in accordance with the requirements of relevant laws and regulations, and the shares of the company will not be reduced before the announcement procedures required by relevant laws and regulations are performed.
(II) Liu Zhaomin, the supervisor holding the company's shares, made a commitment
Within 36 months from the date of listing of the company's initial public offering of shares, the company shall not transfer or entrust others to manage the shares issued before the issuance directly or indirectly held by the company, nor shall the company repurchase the shares issued before the issuance directly or indirectly held by the company.
During my tenure as a director, supervisor or senior manager of the company, the shares transferred each year shall not exceed 25% of the total shares of the company directly or indirectly held by me. I will not transfer the shares of the company directly or indirectly held by me within six months after my resignation.
If the company's shares directly or indirectly held by me are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issuance price of the company's shares at the time of this issuance and listing (if the company distributes dividends, bonus shares, converted into share capital, additional new shares or allotments and other rights and interests, the above price shall be adjusted accordingly). If the closing price of the company's stock price for 20 consecutive trading days within six months after listing is lower than the issue price, or the closing price at the end of six months after listing is lower than the issue price (if the company distributes dividends, bonus shares, converted into share capital, additional shares or allotments and other ex dividend and ex right acts occur within six months after listing, the above price will be adjusted accordingly), I directly The lock up period of indirectly held shares of the company shall be automatically extended for six months on the basis of the original lock up period. I will not give up my commitment to fulfill the above-mentioned reduction price and extension of lock-in period due to job change, resignation and other reasons.
I will reduce my shares in the company on the premise of complying with relevant laws and regulations and various provisions of the CSRC and Shanghai Stock Exchange on share reduction; When the reduction is implemented, it will be announced in accordance with the requirements of relevant laws and regulations, and the shares of the company will not be reduced before the announcement procedures required by relevant laws and regulations are performed.
(III) commitment of the company's shareholder Liu Xinqiang
Within 36 months from the date of listing of the company's initial public offering of shares, the company shall not transfer or entrust others to manage the shares issued before the issuance directly or indirectly held by the company, nor shall the company repurchase the shares issued before the issuance directly or indirectly held by the company.
I will reduce my shares in the company on the premise of complying with relevant laws and regulations and various provisions of the CSRC and Shanghai Stock Exchange on share reduction; When the reduction is implemented, it will be announced in accordance with the requirements of relevant laws and regulations, and the shares of the company will not be reduced before the announcement procedures required by relevant laws and regulations are performed.
(IV) Guangfa Xinde commitment of shareholders holding more than 5% of the company
Within 12 months from the date of listing of the company's initial public offering, the company will not transfer or entrust others to manage the shares issued before the issuance directly or indirectly held by the company, nor will the company repurchase the shares issued before the issuance directly or indirectly held by the company.
Within two years after the expiration of the lock up period, the company may appropriately reduce its shares without violating the provisions of relevant laws, regulations, normative documents and other public commitments made by the company. If the company reduces its holdings of shares issued before the current issuance within two years after the expiration of the lock-in period, the shares reduced each year shall not exceed 100% of the number of shares held by the company on the date of listing (if the company distributes dividends, bonus shares, capital stock, new shares or allotments and other ex rights and ex interests during the above-mentioned period, it shall be adjusted accordingly according to relevant regulations), And notify the company 3 trading days in advance and make an announcement.
The company will reduce its shares in the company on the premise of complying with relevant laws and regulations and various provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on share reduction; When the reduction is implemented, it will be announced in accordance with the requirements of relevant laws and regulations, and the shares of the company will not be reduced before the announcement procedures required by relevant laws and regulations are performed.
(V) Wang Wentong, Liu LUZHENG, Ge Yongle, Wang Lina, Liu Xudong, sun Tongbo, Yao Jianwei and Liu Haitao, the directors, supervisors and senior managers holding the company's shares, promise
Within 12 months from the date of listing of the company's initial public offering, the company shall not transfer or entrust others to manage the shares issued before the issuance directly or indirectly held by the company, nor shall the company repurchase the shares issued before the issuance directly or indirectly held by the company.
During my tenure as a director, supervisor or senior manager of the company, the shares transferred each year shall not exceed 25% of the total shares of the company directly or indirectly held by me. I will not transfer the shares of the company directly or indirectly held by me within six months after my resignation.
If the company's shares directly or indirectly held by me are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issuance price of the company's shares at the time of this issuance and listing (if the company distributes dividends, bonus shares, converted into share capital, additional new shares or allotments and other rights and interests, the above price shall be adjusted accordingly). If the closing price of the company's stock price for 20 consecutive trading days within six months after listing is lower than the issue price, or the closing price at the end of six months after listing is lower than the issue price (if the company distributes dividends, bonus shares, converted into share capital, additional shares or allotments and other ex dividend and ex right acts occur within six months after listing, the above price will be adjusted accordingly), I directly The lock up period of indirectly held shares of the company shall be automatically extended for six months on the basis of the original lock up period. I will not give up my commitment to fulfill the above-mentioned reduction price and extension of lock-in period due to job change, resignation and other reasons.
I will reduce my shares in the company on the premise of complying with relevant laws and regulations and various provisions of the CSRC and Shanghai Stock Exchange on share reduction; When the reduction is implemented, it will be announced in accordance with the requirements of relevant laws and regulations, and the shares of the company will not be reduced before the announcement procedures required by relevant laws and regulations are performed.
Liu Chunzhi, other shareholders of Shanghai Yongmo Investment Co., Ltd. (VI) and others
Within 12 months from the date of listing of the company's initial public offering, the company will not transfer or entrust others to manage the shares issued before the issuance directly or indirectly held by the company / the enterprise / the company, nor will the company repurchase the shares issued before the issuance directly or indirectly held by the company / the enterprise / the company. The company / the company / I will reduce the shares of the company held by the company / I on the premise of complying with relevant laws and regulations and various provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on share reduction; When the reduction is implemented, it will be announced in accordance with the requirements of relevant laws and regulations, and the shares of the company will not be reduced before the announcement procedures required by relevant laws and regulations are performed. 2、 Plan for stabilizing stock price
In order to maintain the stability of the company's stock price after listing and protect the interests of the majority of investors, especially small and medium-sized investors, the company has formulated the plan for stabilizing the stock price within three years after the listing of the company's a shares, which is as follows:
(I) specific conditions for initiating stock price stabilization measures
Within three years from the date of listing of the company's shares, Once 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 company's last fiscal year (net assets per share = total number of ordinary shareholders' equity attributable to the parent company in the consolidated financial statements ÷ total number of shares of the company at the end of the year) (if the closing price of the above shares is not comparable to the audited net assets per share at the end of the previous fiscal year due to ex rights and ex dividend and other matters, the closing price of the above shares shall be adjusted accordingly), the company will take measures including but not limited to the repurchase of shares by the company, the controlling shareholder of the company and the directors serving in the company (except independent directors) The senior management shall take stock price stabilization measures such as increasing the shares of the company, and ensure that the equity distribution of the company still meets the listing conditions after the implementation of such stock price stabilization measures.
(II) specific measures to stabilize the stock price
When the above conditions for starting share price stabilization measures are met, the company will take some or all of the following measures to stabilize the company's share price in time:
1. Repurchase of shares by the company
After the triggering conditions of the stock price stabilization measures, the company will, in accordance with the company law, the opinions on supporting listed companies to repurchase shares, the administrative measures for listed companies to repurchase social public shares (for Trial Implementation), and the supplementary provisions of China Securities Regulatory Commission on listed companies to repurchase shares by means of centralized competitive trading The detailed rules for the implementation of share repurchase by listed companies of Shanghai Stock Exchange and other laws, regulations, normative documents and the articles of association shall repurchase some shares of the company from public shareholders and perform corresponding procedures.
If the closing price of the company's shares on the next trading day after the announcement of the repurchase resolution of the general meeting of shareholders of the company is not lower than the audited net assets per share at the end of the previous fiscal year, the repurchase plan may not be implemented.
The price of shares repurchased by the company shall not be higher than the audited net assets per share at the end of the previous fiscal year. The methods of share repurchases are centralized bidding transaction, offer or other methods recognized by the CSRC.
For example, the starting conditions of stock price stabilization measures are triggered many times in a certain accounting year (excluding the situation that the closing price of the company and its controlling shareholders, directors and senior managers is still lower than the audited net assets per share at the end of the previous fiscal year during the period when the company and its controlling shareholders, directors and senior managers implement the measures to stabilize the stock price according to the plan and the 20 consecutive trading days after the implementation of the current round of measures to stabilize the stock price and calculated from the announcement date), the company may continue to take measures to repurchase shares, However, the following principles shall be followed:
(1) The amount of funds used for share repurchase in a single time shall not be higher than 10% of the audited net profit attributable to the owner of the parent company in the previous fiscal year;
(2) The total amount of funds used for share repurchase in a single fiscal year shall not exceed 30% of the audited net profit attributable to the owner of the parent company in the previous fiscal year;
(3) After the share repurchase, the total number of shares held by the company shall not exceed 10% of the total issued shares of the company.
If the above standards are exceeded, the share price stabilization measures will not be implemented in the current year. However, if the stock price continues to stabilize in the following year, the company will continue to implement the above principles.
2. Increase of shares held by controlling shareholders
If the closing price of the company's shares is still lower than the audited net assets per share at the end of the previous fiscal year on the next trading day after the launch conditions of the stock price stabilization measures are triggered and the implementation of the company's share repurchase plan is completed (subject to the implementation completion date announced by the company), the controlling shareholders of the company will, in accordance with laws, regulations Formulate a share increase plan in accordance with the provisions of normative documents and the articles of association.
If the closing price of the company's shares is not lower than the audited net assets per share at the end of the previous fiscal year on the next trading day after the company announces the shareholding increase plan, the shareholding increase plan may not be implemented.
For example, the starting conditions of stock price stabilization measures are triggered many times in a certain accounting year (excluding the situation that the closing price of the company and its controlling shareholders, directors and senior managers is still lower than the audited net assets per share at the end of the previous fiscal year during the period when the company and its controlling shareholders, directors and senior managers implement the measures to stabilize the stock price according to this plan and the 20 consecutive trading days when the current round of measures to stabilize the stock price is implemented and calculated from the announcement date), the controlling shareholders will continue to take measures to increase their holdings of shares, However, the following principles shall be followed:
(1) The amount of capital used to increase shares in a single time shall not be less than 20% of the amount of cash dividends obtained by the controlling shareholder from the company in the latest time;
(2) The total amount of capital used to increase shares in a single fiscal year shall not exceed 50% of the company's cash dividend received by the controlling shareholder from the company in the latest time.
If the above standards are exceeded, the share price stabilization measures shall be implemented in the current year
