Guangdong Yuehai feed Group Co., Ltd
Guangdong Yuehai Feeds Group Co., Ltd.
(22 Jichang Road, Xiashan District, Zhanjiang City, Guangdong Province)
Summary of IPO prospectus sponsor (lead underwriter)
First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd
(10 / F, Zhuo center, No. 6 wudinghou street, Xicheng District, Beijing)
Issuer 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 Shenzhen 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.
If investors have any questions about this prospectus and its abstract, they should consult their own stockbrokers, lawyers, accountants or other professional consultants.
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 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 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.
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.
catalogue
The issuer declares that 1 catalog 2 Chapter I tips on major issues four
1、 This issuance plan four
2、 Share circulation restrictions and voluntary lock-in commitments four
3、 Shareholding intention and reduction intention commitment of shareholders holding more than 5% six
4、 Stock price stability plan and commitment 7 v. commitment that there are no false records, misleading statements or major omissions in the prospectus and failure to fulfill commitments
Nuo’s constraints ten
6、 After the issuance, the company’s profit distribution policy and dividend planning for the next three years thirteen
7、 Arrangements for accumulated undistributed profits before this offering seventeen
8、 Measures and commitments to fill diluted immediate returns seventeen
9、 Special risk tips nineteen
10、 Main financial information and operating conditions after the audit deadline of financial report Chapter II overview of this offering Chapter III basic information of the issuer twenty-six
1、 Basic information of the company twenty-six
2、 The restructuring and reorganization of the company twenty-six
3、 Share capital of the issuer twenty-eight
4、 Main business conditions of the issuer twenty-nine
5、 Asset ownership related to the issuer’s business and production and operation thirty-two
6、 Horizontal competition and related party transactions forty
7、 Directors, supervisors and senior managers fifty-two
8、 Brief information of the controlling shareholder of the issuer and its actual controller fifty-seven
9、 Brief financial accounting information of the issuer Chapter IV Application of raised funds ninety-eight
1、 Overview of the use of raised funds ninety-eight
2、 Analysis opinions of the board of directors on the feasibility of the investment project with raised funds one hundred
3、 The relationship between the investment project of raised funds and the main business one hundred and three
4、 The impact of the use of raised funds on the operation and financial situation 104 Chapter V risk factors and other important matters one hundred and seven
1、 Risk factors one hundred and seven
2、 Information disclosure system and plan to serve investors one hundred and fourteen
3、 Major contracts one hundred and fourteen
4、 External guarantees one hundred and nineteen
5、 Major litigation and arbitration matters Chapter VI parties to the offering and the timing of the offering one hundred and twenty-four
1、 Relevant institutions of this issuance one hundred and twenty-four
2、 Description of the relationship between the issuer and the intermediary one hundred and twenty-five
3、 Important date of this offering 125 Chapter VII documents for future reference one hundred and twenty-six
1、 Documents for future reference one hundred and twenty-six
2、 Time and place of inspection 126 Annex 1: main production equipment owned by the issuer and its subsidiaries 129 Annex 2: self owned real estate owned by the issuer and its subsidiaries Annex 3: patents owned by the issuer and its subsidiaries Annex 4: land use rights owned by the issuer and its subsidiaries one hundred and fifty-seven
Chapter I tips on major issues
The company specially draws the attention of investors to the following major matters: I. The issuance plan
Stock type: RMB ordinary shares (A shares)
Par value per share: 1.00 yuan
Issue price per share: 5.38 yuan
Number of shares issued: this public offering of 100 million RMB 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.
Issuance method: the method of offline inquiry and placement to qualified investors and online pricing issuance to social public investors holding non restricted A-Shares and the market value of non restricted depositary receipts in Shenzhen market are adopted.
Qualified inquiry objects and qualified investors who open A-share stock accounts in Shenzhen Stock Exchange, issuance objects: or other objects otherwise specified by China Securities Regulatory Commission and other regulatory authorities (except buyers prohibited by national laws, regulations and normative documents).
2、 Share circulation restrictions and voluntary lock-in commitments
1. Prawn company, the controlling shareholder of Yuehai feed, promises that it will 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 within 36 months from 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-in period, the reduction price shall not be lower than the issue price. In case of ex right and ex interest matters, 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-mentioned lock-in period, during his tenure as a director / Senior Manager of Yuehai feed, his annual transfer of shares of Yuehai feed 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-in period, the reduction price shall not be lower than the issue price. In case of ex right and ex interest matters, the above issuance price shall be adjusted accordingly.
3. Hong Kong huangda and Chengze, shareholders of Yuehai feed, 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 these 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-in period, the reduction price shall not be lower than the issue price. In case of ex right and ex interest matters, 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 within 12 months from the date of listing of Yuehai feed, nor to repurchase such shares by 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-mentioned lock-in period, during his tenure as a director / Senior Manager of Yuehai feed, his annual transfer of shares of Yuehai feed 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 from the date of listing, or the closing price is lower than the issue price at the end of six months after listing, the lock-in period of the issuer’s stock held by Yuehai feed stock will 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. The supervisors Liang Aijun, Zheng Chaoqun and Zhang Qihua who hold the shares of Yuehai feed promise not to transfer or entrust others to manage the shares of Yuehai feed that I have held directly or indirectly 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.
After the expiration of the above-mentioned lock-in 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. 3、 Shareholding intention and reduction intention commitment of shareholders holding more than 5%
Before this public offering, the shareholders holding more than 5% of the shares are as follows:
Unit: shares
No. name of shareholder no. of shares remarks
1. The company’s 264612000 44.10% controlling shareholders
2 Hong Kong huangda 164106000, the second largest shareholder with 27.35%
3 fortune magic 99714000 16.62% institutional investors
4 Chengze investment 52392000 8.73% ESOP Enterprises
(I) Shareholding intention and reduction intention commitment of shrimp company and Hong Kong huangda
The commitment of prawn company and Hong Kong huangda to the shareholding intention and reduction intention after the listing of the company is as follows: if prawn company and Hong Kong huangda plan to reduce the shares of the issuer within two years after the expiration of the lock-in period, the number of shares they hold shall not exceed 25% of the shares they hold every 12 months through centralized bidding trading, block trading, agreement transfer or other legal means, The reduction price shall not be lower than the issue price, and shall strictly abide by other restrictive provisions of the CSRC and the stock exchange on the reduction of shares held by shareholders of listed companies. If the issuer issues shares, converts to increase share capital or issues additional shares, the total number of the above shares shall be adjusted accordingly; In case of ex rights and ex interests after the listing of the issuer, the reduction price shall be adjusted accordingly. When prawn company and Hong Kong huangda reduce their direct or indirect holdings of the issuer’s shares, they shall notify the issuer in writing of their intention to reduce their holdings and the number of shares to be reduced five trading days in advance, and the issuer shall make an announcement. Prawn company and Hong Kong huangda can reduce their holdings of the issuer’s shares three trading days after the date of the issuer’s announcement. (II) Shareholding intention and reduction intention commitment of fortune magic
Fortune magic promises the shareholding intention and reduction intention of the company after listing as follows: after the expiration of the lock-in period, fortune magic can reduce its holdings of the company’s shares through centralized bidding trading, block trading, agreement transfer or other legal means as needed, and the price of the reduced shares shall not be lower than the audited net assets per share of Yuehai feed in the latest period, At the same time, other restrictive provisions of the China Securities Regulatory Commission and the stock exchange on the reduction of shares held by shareholders of listed companies shall be strictly observed. If the company shares have dividends
