Guangdong Yuehai feed Group Co., Ltd
Guangdong Yuehai Feeds Group Co., Ltd.
(22 Jichang Road, Xiashan District, Zhanjiang City, Guangdong Province)
Letter of intent for initial public offering
Sponsor (lead underwriter)
First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd
(10th floor, Zhuo center, No. 6, wudinghou street, Xicheng District, Beijing)
Overview of this offering
Type of shares issued: RMB ordinary shares (A shares)
Number of shares issued this public offering of RMB 100 million ordinary shares, accounting for 14.29% of the total share capital after issuance. All the shares issued this time are new shares, and the original shareholders do not offer shares to the public.
The par value of each share is RMB 1.00
Issue price per share [] yuan
Expected issue date: January 27, 2022
Stock exchange to be listed Shenzhen Stock Exchange
The total share capital after issuance is 700 million shares
Sponsor (lead underwriter) First Capital Securities Co.Ltd(002797) securities underwriting recommendation Co., Ltd. prospectus signing date: January 19, 2022
1. The controlling shareholder of Yuehai feed prawn company promises:
Within 36 months from the date of listing of Yuehai feed shares, it shall not transfer or entrust others to manage the shares of Yuehai feed directly or indirectly held by it as of the date of listing of Yuehai feed, nor shall Yuehai feed repurchase such shares. If the closing price of Yuehai feed stock is lower than the issue price for 20 consecutive trading days within six months after the listing of Yuehai feed, or the closing price at the end of six months after the listing is lower than the issue price, the above locking period will be automatically extended for six months. Within 24 months after the expiration of the lock up period, the reduction price shall not be lower than the issue price. In case of ex rights and ex interests, the above issuance price shall be adjusted accordingly.
2. Zheng Shixuan and Xu Xuemei, the actual controllers of Yuehai feed, jointly promise:
Within 36 months from the date of listing of Yuehai feed shares, it shall not transfer or entrust others to manage the shares of Yuehai feed directly or indirectly held by it as of the date of listing of Yuehai feed, nor shall Yuehai feed repurchase such shares.
After the expiration of the above lock up period, during his tenure as a director / Senior Manager of Yuehai feed, his annual transfer of Yuehai feed shares shall not exceed 25% of the total shares held by him. If he leaves Yuehai feed before the expiration of his term of office, he will not transfer his shares of the issuer within half a year after his resignation, and the shares of the company transferred within one year after the expiration of the above half a year will not exceed the total shares of the company he holds
50% of the shares held by shareholders before the issuance. Within six months after the listing of Yuehai feed, if the closing price of Yuehai feed shares for 20 consecutive trading days is lower than the promised issuance price of the shares, or the closing price at the end of six months after the listing is lower than the issuance price, the above-mentioned locking period will be automatically extended for six months. Within 24 months after the expiration of the lock up period, the reduction price shall not be lower than the issue price. In case of ex rights and ex interests, the above issuance price shall be adjusted accordingly.
3. Investment commitment of Guangdong feed shareholders Hong Kong huangda and Chengze:
Within 36 months from the date of listing of Yuehai feed stock, it shall not transfer or entrust others to manage the shares of Yuehai feed that it has directly or indirectly held as of the date of listing of Yuehai feed, nor shall Yuehai feed repurchase such shares. If the closing price of Yuehai feed stock is lower than the issue price for 20 consecutive trading days within six months after the listing of Yuehai feed, or the closing price at the end of six months after the listing is lower than the issue price, the above locking period will be automatically extended for six months. Within 24 months after the expiration of the lock up period, the reduction price shall not be lower than the issue price. In case of ex rights and ex interests, the above issuance price shall be adjusted accordingly.
4. Yuehai feed shareholders fortune magic, Zhongke Baiyun and Zhongke Zhongguang promise:
Within 12 months from the date of listing of Yuehai feed shares, it shall not transfer or entrust others to manage the shares of Yuehai feed directly or indirectly held by it as of the date of listing of Yuehai feed, nor shall Yuehai feed repurchase such shares.
5. Cai Xuming, the director holding Yuehai Feed Co., Ltd., and Zheng Huifang, Feng Mingzhen, Zeng Mingzi, Gao Qingde, Lin Dongmei, Li Chunchang and Han Shulin, the senior management, promise:
No transfer or entrustment shall be made within 12 months from the date of the initial public offering and listing of Yuehai feed
The manager manages the shares of Yuehai feed directly or indirectly held by him as of the date of listing of Yuehai feed, and Yuehai feed will not repurchase such shares.
After the expiration of the above lock-up period, during his tenure as a director / Senior Manager of Yuehai feed, his annual transfer of Yuehai feed shares shall not exceed 25% of the total shares he holds. If he leaves Yuehai feed before the expiration of his term of office, he will not transfer his shares of the issuer within half a year after his resignation, and the shares of the company transferred within one year after the expiration of the above half a year will not exceed 50% of the total shares of the company he holds.
If the closing price of Yuehai feed stock is lower than the issue price for 20 consecutive trading days within six months from the date of listing, or the closing price at the end of six months after listing is lower than the issue price, the lock-in period of the issuer’s stock held by Yuehai feed stock shall be automatically extended for six months on the original basis. In case of ex right and ex interest matters, the above issuance price shall be adjusted accordingly.
6. Liang Aijun, Zheng Chaoqun and Zhang Qihua, supervisors holding Yuehai feed shares, promise:
Within 12 months from the date of initial public offering and listing of Yuehai feed, I will not transfer or entrust others to manage the shares of Yuehai feed that I have directly or indirectly held as of the date of listing of Yuehai feed, nor will Yuehai feed repurchase such shares.
After the expiration of the above-mentioned lock-up period, during his tenure as the supervisor of Yuehai feed, his annual transfer of Yuehai feed shares shall not exceed 25% of the total shares held by him. If he leaves Yuehai feed before the expiration of his term of office, he will not transfer his shares of the issuer within half a year after his resignation, and the shares of the company transferred within one year after the expiration of the above half a year will not exceed 50% of the total shares of the company he holds.
Statements and commitments
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 recommendation institution 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.
According to the provisions of the securities law, after the shares are issued according to law, the issuer shall be responsible for the changes in the operation and income of the issuer, 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 stockbroker, lawyer, accountant or other professional consultants.
Tips on major events
The company specially reminds investors that before making investment decisions, they must carefully read all the contents of “section IV Risk Factors” in this prospectus, and pay special attention to the following important matters and company risks. 1、 Share circulation restrictions and voluntary lock-in commitments
1. The controlling shareholder of Yuehai feed prawn company promises that within 36 months from the date of listing of Yuehai feed shares, it will not transfer or entrust others to manage the Yuehai feed shares it has directly or indirectly held as of the date of listing of Yuehai feed, nor will Yuehai feed repurchase such shares. If the closing price of Yuehai feed stock is lower than the issue price for 20 consecutive trading days within six months after the listing of Yuehai feed, or the closing price at the end of six months after the listing is lower than the issue price, the above locking period will be automatically extended for six months. Within 24 months after the expiration of the lock up period, the reduction price shall not be lower than the issue price. In case of ex rights and ex interests, the above issuance price shall be adjusted accordingly.
2. Zheng Shixuan and Xu Xuemei, the actual controllers of Yuehai feed, jointly promise that they will not transfer or entrust others to manage the shares of Yuehai feed that they have directly or indirectly held as of the date of listing of Yuehai feed within 36 months from the date of listing of Yuehai feed, nor will Yuehai feed repurchase such shares.
After the expiration of the above lock up period, during his tenure as a director / Senior Manager of Yuehai feed, his annual transfer of Yuehai feed shares shall not exceed 25% of the total shares held by him. If he leaves Yuehai feed before the expiration of his term of office, he will not transfer his shares of the issuer within half a year after his resignation, and the shares of the company transferred within one year after the expiration of the above half a year will not exceed 50% of the total shares of the company he holds.
If the closing price of Yuehai feed stock is lower than the issue price for 20 consecutive trading days within six months after the listing of Yuehai feed, or the closing price at the end of six months after the listing is lower than the issue price, the above locking period will be automatically extended for six months. Within 24 months after the expiration of the lock up period, the reduction price shall not be lower than the issue price. In case of ex rights and ex interests, the above issuance price shall be adjusted accordingly.
3. Hong Kong huangda and Chengze, shareholders of Yuehai feed, promise not to transfer or entrust others to manage the shares of Yuehai feed directly or indirectly held by them as of the date of listing of Yuehai feed within 36 months from the date of listing of Yuehai feed, nor to repurchase such shares by Yuehai feed. If the closing price of Yuehai feed stock is lower than the issue price for 20 consecutive trading days within six months after the listing of Yuehai feed, or the closing price at the end of six months after the listing is lower than the issue price, the above locking period will be automatically extended for six months. Within 24 months after the expiration of the lock up period, the reduction price shall not be lower than the issue price. In case of ex rights and ex interests, the above issuance price shall be adjusted accordingly.
4. The shareholders of Yuehai feed, fortune magic, Zhongke Baiyun and Zhongke Zhongguang promise not to transfer or entrust others to manage the shares of Yuehai feed directly or indirectly held by them as of the date of listing of Yuehai feed, nor to repurchase such shares by Yuehai feed within 12 months from the date of listing of Yuehai feed.
5. Cai Xuming, the director holding Yuehai feed shares, and Zheng Huifang, Feng Mingzhen, Zeng mingzai, Gao Qingde, Lin Dongmei, Li Chunchang and Han Shulin, the senior managers, promise not to transfer or entrust others to manage the Yuehai feed shares they have directly or indirectly held as of the date of listing of Yuehai feed within 12 months from the date of initial public offering and listing of Yuehai feed, Yuehai feed will not buy back this part of the shares.
After the expiration of the above lock-up period, during his tenure as a director / Senior Manager of Yuehai feed, his annual transfer of Yuehai feed shares shall not exceed 25% of the total shares he holds. If he leaves Yuehai feed before the expiration of his term of office, he will not transfer his shares of the issuer within half a year after his resignation, and the shares of the company transferred within one year after the expiration of the above half a year will not exceed 50% of the total shares of the company he holds.
If the closing price of Yuehai feed stock is lower than the issue price for 20 consecutive trading days within six months from the date of listing, or the closing price at the end of six months after listing is lower than the issue price, the lock-in period of the issuer’s stock held by Yuehai feed stock shall be automatically extended for six months on the original basis. In case of ex rights and ex interests, the above issuance price shall be adjusted accordingly.
6. Liang Aijun, Zheng Chaoqun and Zhang Qihua, supervisors holding Yuehai feed shares, promise not to transfer or entrust others to manage the Yuehai feed shares that I have directly or indirectly held as of the date of listing of Yuehai feed, nor to repurchase such shares by Yuehai feed within 12 months from the date of initial public offering and listing of Yuehai feed.
