Securities code: 002946 securities abbreviation: New Hope Dairy Co.Ltd(002946) Announcement No.: 2022-004 bond Code: 128142 bond abbreviation: new milk convertible bond
New Hope Liuhe Co.Ltd(000876) Dairy Co., Ltd
Suggestive announcement on listing and circulation of issued shares before initial public offering
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The shares released this time are the shares issued before the initial public offering, involving two shareholders. The starting date of the restriction is January 25, 2019, and the commitment period of the restriction is 36 months at the time of issuance;
2. The number of restricted shares lifted this time is 694393946, accounting for 80.0665% of the total share capital of the company; 3. The listing and circulation date of the restricted shares is Tuesday, January 25, 2022.
1、 Overview of shares issued before IPO
(I) initial public offering of shares
Approved by the reply on Approving the initial public offering of New Hope Liuhe Co.Ltd(000876) Dairy Co., Ltd. (zjxk [2018] No. 1726) of China Securities Regulatory Commission and agreed by the notice on the listing of RMB common shares of New Hope Liuhe Co.Ltd(000876) Dairy Co., Ltd. (SZS [2019] No. 44) of Shenzhen Stock Exchange, New Hope Liuhe Co.Ltd(000876) Dairy Co., Ltd. (hereinafter referred to as "the company" or "the company") issued 85371067 RMB common shares (A shares) to the public for the first time and was listed and traded on Shenzhen Stock Exchange on January 25, 2019. The total share capital of the company before the initial public offering was 768339599 shares, and after the initial public offering was 853710666 shares, including 768339599 shares of restricted circulation shares and 85371067 shares of unlimited circulation shares.
(II) changes in total share capital of the company after listing
1. After the deliberation and approval of the fourth meeting of the second board of directors, the sixth meeting of the second board of directors and the first extraordinary general meeting of shareholders in 2021, the company implemented the 2020 restricted stock incentive plan and granted 13560000 restricted shares to 39 incentive objects. The restricted shares of the incentive plan were listed on May 12, 2021, and the company added 13560000 shares, The total share capital is 867270666 shares.
2. With the approval of "zjxk [2020] No. 2614" of China Securities Regulatory Commission, the company publicly issued 7.18 million convertible corporate bonds on December 18, 2020, with a face value of 100 yuan each and a total issuance amount of 718 million yuan. With the consent of "SZS [2021] No. 63" document of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"), the company's 718 million yuan convertible corporate bonds have been listed and traded on Shenzhen Stock Exchange since January 19, 2021. The bonds are referred to as "new milk convertible bonds" and the bond code is "128142". According to relevant laws and regulations and the prospectus for the public offering of A-share convertible corporate bonds by New Hope Liuhe Co.Ltd(000876) Dairy Co., Ltd., the "new milk convertible bonds" issued by the company can be converted into shares of the company from June 24, 2021. As of the two trading days before the disclosure date of this announcement (January 20, 2022), the share capital of the company has increased by 832 shares due to the conversion of convertible corporate bonds, and the total share capital of the company is 867271498 shares, including 720321218 shares with limited sales conditions (including 694393946 shares of restricted shares before the initial offering, 13560000 shares of equity incentive restricted shares and 12367272 shares of senior management locked shares), Accounting for 83.06% of the total share capital of the company; The number of shares without sale conditions is 146950280, accounting for 16.94% of the total share capital of the company.
2、 Implementation of commitments by shareholders applying for lifting share restrictions
The shareholders applying for lifting the share restriction are universal Dairy Limited (hereinafter referred to as "UDL") and New Hope Liuhe Co.Ltd(000876) Investment Group Co., Ltd. (hereinafter referred to as "new investment group").
(I) commitments made in the company's announcement on the listing of initial public offering of a shares
Commitment content and performance of commitments
Main body type
36 month lock
Within 36 months from the date of listing of the company's shares on the Shenzhen Stock Exchange, the company will regularly
Do not transfer or entrust others to manage its initial public offering shares in the company January 24, 2022
The shares that have been directly or indirectly held in front of the ticket will not be repurchased by the company and will not be locked on the expiration date of the Department
About shares. If the shares of the company held by the company are reduced within two years after the expiration of the lock up period, there is no violation during the period
If UDL shares are locked up, the reduction price shall not be lower than the issue price (if the company's shares are counter committed during this period)
Ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital and so on; Lock expiration
If so, the issue price shall be adjusted accordingly); The company shall reduce its holdings within 6 months after listing, such as within 2 years after listing
The closing price of the company's shares has been lower than the issue price for 20 consecutive trading days, or the company has promised to perform normally
If the closing price at the end of the six months after listing is lower than the issue price, the shares held by the company still need to be listed in the future
The lock up period of the company's shares is automatically extended by 6 months. Continue to perform this
promise; Not present
Main type of commitment content and performance of commitment
The need to extend the lock period within 6 months after listing.
The 36 month lock-in period will expire on
Within 36 months from the date when the company's shares are listed on Shenzhen Stock Exchange, the group will lock up 24 shares on January 2022 that will not be transferred or entrusted to others to manage the shares it has held before the locked commitment note expires on the date of the company's initial public offering, and the company will not repurchase these shares. There was no breach of commitment during the period.
The shareholders of the company, universal dairy limited, New Hope Liuhe Co.Ltd(000876) Investment Group
The mission Co., Ltd. promises to continue to support the company after the expiration of the lock-in period
Develop and repay shareholders, and in principle will continue to hold shares of the company; Indeed
He needs or urgently needs capital turnover, and it is difficult to adopt other financing channels
When it is difficult to solve and it is really necessary to reduce the shares of the company, in accordance with relevant regulations
On the premise of and commitment, the performance of the share price in the secondary market will be comprehensively considered,
Reduce some of the company's shares held; In case of reduction, the reduction behavior will pass
Over centralized bidding, block trading, agreement transfer and other laws, regulations and transactions
In the prescribed legal manner; The company will comply with the Listing Rules of the CSRC
Several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of the company, Shenzhen Securities Exchange
Stock listing rules of E-House, shares of listed companies of Shenzhen Stock Exchange
Relevant provisions on shareholders' equity during the normal implementation of the detailed rules for the implementation of share reduction by directors, supervisors and senior managers; If the shares held by the company before the initial public offering of shares are reduced within two years after the expiration of the lock up period, the reduction price shall not be lower than the disclosure date, The issue price of the company's initial public offering without new investment intention (in case of violation of the commitment due to the distribution of cash, the group's promised dividend, share distribution, conversion of share capital, issuance of new shares and other reasons, and the subsequent ex dividend is still required, it shall be adjusted accordingly in accordance with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Securities to continue to perform the exchange); After the company is listed, it is reducing its commitment.
The holding time will fulfill the announcement obligation three trading days in advance; Such as through securities exchange
If the exchange reduces its shares through centralized bidding trading, it shall promise to sell them within 15 days after the first sale
Record and announce the reduction plan to the stock exchange before trading days
The plan shall be in accordance with the shareholders and directors of listed companies of Shenzhen Stock Exchange
Article 13 of the detailed rules for the implementation of share reduction by directors, supervisors and senior managers
Determine the contents specified in article and disclose the progress of reduction in accordance with relevant provisions
Situation; In case of any, the company or investors shall be compensated, and the shares must be reduced
In the case of compensation, the reduction of Holdings under such circumstances has no effect
It is required to abide by this reduction commitment; Reduction of shares of the company in violation of public commitments made
In case of non performance, the proceeds from the reduction shall be turned over to the issuer and compensation shall be made for non performance
Losses to the issuer or investors due to commitment.
With regard to Shen 1, during the normal performance of the prospectus contained in the company's initial public offering and listing, there are no false records, misleading statements or major omissions in the contents of the UDL report. As of the authenticity of this announcement, the controlling shareholders have not disclosed the authenticity and accuracy of the contents contained in the prospectus
Main type of commitment content and performance of commitment
And assume corresponding legal liabilities for compensation and integrity. Commitment on violation of commitment 2. If the prospectus for this public offering of shares and the first form of other companies still need to have false records, misleading statements or major omissions in the application documents for this public offering of shares, resulting in losses to investors in securities trading, commitment shall be made.
Investors will be compensated for the losses incurred according to law. In the relevant illegal facts
After being recognized by the securities regulatory authorities or judicial organs, it will be based on the simplified process
Order, actively negotiate, pay compensation in advance, and effectively protect investors, especially China
The principle of the interests of small investors, through reconciliation, through a third party and investment
Actively compensate investors through mediation and the establishment of investor compensation funds
The direct economic losses suffered by the. If there is a dispute over the determination of loss
It will be based on justice
