Securities code: 605337 securities abbreviation: Zhe Jiang Li Zi Yuan Food Co.Ltd(605337) Announcement No.: 2022-004 Zhe Jiang Li Zi Yuan Food Co.Ltd(605337)
Announcement on the listing and circulation of some restricted shares in the initial public offering
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
The number of restricted shares listed and circulated this time is 30623880
The listing and circulation date of restricted shares is February 8, 2022
1、 Types of restricted shares listed this time
Approved by the reply on approving Zhe Jiang Li Zi Yuan Food Co.Ltd(605337) initial public offering of shares (zjxk [2020] No. 3439) of China Securities Regulatory Commission, Zhe Jiang Li Zi Yuan Food Co.Ltd(605337) (hereinafter referred to as “the company” or ” Zhe Jiang Li Zi Yuan Food Co.Ltd(605337) “) issued 38700000 RMB common shares (A shares) to the public for the first time and was listed on Shanghai Stock Exchange on February 8, 2021. After the initial public offering, the total share capital of the company is 154800000 shares, including 11610000 tradable shares with limited sales conditions, accounting for 75% of the total share capital of the company.
The Restricted Shares applied for listing and circulation this time are part of the company’s IPO restricted shares. The restricted period is 12 months from the date of listing of the company’s shares, involving 15 shareholders, a total of 30623880 shares, accounting for 14.13% of the company’s current total share capital. They will be listed and circulated from February 8, 2022.
2、 Changes in the number of share capital of the company since the formation of the restricted shares
After the initial public offering, the total share capital of the company is 154800000 shares, including 11610000 tradable shares with limited sales conditions and 38700000 tradable shares with unlimited sales conditions.
The company held the eighth meeting of the second board of directors, the seventh meeting of the second board of supervisors and the 2020 annual general meeting of shareholders on April 20, 2021 and May 12, 2021 respectively, deliberated and adopted the proposal on profit distribution and conversion of capital stock in 2020, and agreed to register on the date of equity distribution and equity registration
Taking 154800000 shares as the base, the total capital stock is distributed to all shareholders with a cash dividend of 5 yuan (including tax) for every 10 shares, with a total cash dividend of 77400000.00 yuan. At the same time, the capital reserve is used to increase 4 shares for every 10 shares to all shareholders, with a total of 61920000 shares. After the increase, the total capital stock is increased to 216720000 shares, including 54180000 tradable shares without conditions of sale, The number of tradable shares with limited sales conditions was 162540000, and the number of tradable shares with limited sales conditions held by each shareholder increased in the same proportion.
3、 Relevant commitments on the listing and circulation of restricted shares
According to the prospectus of Zhe Jiang Li Zi Yuan Food Co.Ltd(605337) initial public offering of shares, the relevant commitments made by the shareholders applying for lifting the restrictions on the sale of shares are as follows:
1. Jingning Qianxiang enterprise management consulting partnership (limited partnership) (formerly known as Jinhua Qianxiang investment management partnership (limited partnership), Jingning Qianxiang equity investment partnership (limited partnership)) Anji xinchuangshengrui management consulting partnership (limited partnership) (formerly known as Jinhua xinchuangshengrui investment partnership (limited partnership), Jinhua xinchuangshengrui management consulting partnership (limited partnership)) promises:
“Within 12 months from the date of listing of the issuer’s shares, the partnership will not transfer or entrust others to manage the issuer’s shares held by the partnership before this issuance, nor will the issuer repurchase the above shares held by the partnership.
If the partnership reduces its holdings by means of centralized competitive trading, the total number of shares reduced shall not exceed 1% of the total number of shares of the issuer within any continuous 90 natural days; If the partnership reduces its holdings by block trading, the total number of shares reduced shall not exceed 2% of the total number of shares of the issuer within any continuous 90 natural days; If the partnership reduces its holdings by means of agreement transfer, the transfer proportion to a single transferor shall not be less than 5% of the total shares of the issuer. “
2. Maotai Jianxin (Guizhou) Investment Fund Management Co., Ltd. – Maotai Jianxin (Guizhou) Investment Fund (limited partnership), the shareholder of the company, promises:
“The shares obtained by the partnership through capital increase within 12 months before the date of publication of the prospectus by the issuer shall not be transferred or entrusted to others for management within 36 months from the date of completion of the industrial and commercial registration of such shares, nor shall the issuer repurchase such shares.
Within 12 months from the date of listing of the issuer’s shares, the partnership will not transfer or entrust others to manage the issuer’s shares held by the partnership before this issuance, nor will the issuer repurchase the above shares directly or indirectly held by the partnership.
If the partnership reduces its holdings by means of centralized competitive trading, the total number of shares reduced shall not exceed 1% of the total number of shares of the issuer within any continuous 90 natural days; If the partnership reduces its holdings by block trading, the total number of shares reduced shall not exceed 2% of the total number of shares of the issuer within any continuous 90 natural days; If the partnership reduces its holdings by means of agreement transfer, the transfer proportion to a single transferor shall not be less than 5% of the total shares of the issuer. “
3. Zhu Wenxiu, Su Zhongjun, Wang Shunyu, Xu Fusheng, Fang Jianhua, Cheng Weizhong and sun xufen, the directors and senior managers who directly hold the shares of the company, promise:
“Within 12 months from the date of listing of the issuer’s shares, I will not transfer or entrust others to manage the issuer’s shares held by me before this issuance, nor will the issuer repurchase the above shares held by me.
Within 6 months after the issuer’s listing, if the closing price of the company’s shares for 20 consecutive trading days is lower than the issuing price of this offering, or the closing price at the end of 6 months after listing is lower than the issuing price of this offering, The lock up period of the issuer’s shares directly or indirectly held by me will be automatically extended for 6 months after the expiration of the above-mentioned lock up period (if the issuer has ex dividend and ex right behaviors such as dividend distribution, bonus shares, conversion of share capital or allotment of shares during the above-mentioned period, the issue price shall be calculated based on the price adjusted by ex dividend and ex right factors); During the extended lock up period, the issuer shall not transfer or entrust others to manage the shares issued before the public offering of the issuer directly or indirectly held by itself, nor shall the issuer repurchase the shares issued before the public offering of the issuer directly or indirectly held by itself.
During my tenure as a director or senior manager of the issuer, the number of shares transferred each year shall not exceed 25% of the total number of shares of the issuer held directly or indirectly by me; Within six months after leaving office, I will not transfer the shares of the issuer directly or indirectly held by me. In case of resignation before the expiration of my term of office, during the term of office determined at the time of taking office and within six months after the expiration of my term of office, the shares transferred each year shall not exceed 25% of the total number of shares of the issuer directly and indirectly held by me.
If I reduce my holdings by means of centralized bidding trading, within any continuous 90 natural days, the total number of shares reduced shall not exceed 1% of the total number of shares of the issuer, and shall report to the stock exchange 15 trading days before the first sale, and disclose the reduction plan in advance, which shall be filed by the stock exchange; If I reduce my shares by block trading, the total number of shares reduced shall not exceed 2% of the total number of shares of the issuer within any continuous 90 natural days; If I reduce my holdings by means of agreement transfer, the transfer proportion to a single transferor shall not be less than 5% of the total shares of the issuer. “
4. Cui Hongwei and Zheng Songyou, supervisors who directly hold shares of the company, promise:
“Within 12 months from the date of listing of the issuer’s shares, I will not transfer or entrust others to manage the issuer’s shares held by me before this issuance, nor will the issuer repurchase the above shares held by me.
During my term as supervisor of the issuer, the shares transferred each year shall not exceed 25% of the total shares of the issuer held directly or indirectly by me; Within six months after leaving office, I will not transfer the shares of the issuer directly or indirectly held by me. In case of resignation before the expiration of my term of office, during the term of office determined at the time of taking office and within six months after the expiration of my term of office, the shares transferred each year shall not exceed 25% of the total number of shares of the issuer directly and indirectly held by me.
If I reduce my holdings by means of centralized bidding trading, within any continuous 90 natural days, the total number of shares reduced shall not exceed 1% of the total number of shares of the issuer, and shall report to the stock exchange 15 trading days before the first sale, and disclose the reduction plan in advance, which shall be filed by the stock exchange; If I reduce my shares by block trading, the total number of shares reduced shall not exceed 2% of the total number of shares of the issuer within any continuous 90 natural days; If I reduce my holdings by means of agreement transfer, the transfer proportion to a single transferor shall not be less than 5% of the total shares of the issuer. “
5. Other shareholders of the company, including Aifen, Lin Xiaozhong and Zhu yingxiao, promised:
“Within 12 months from the date of listing of the issuer’s shares, I will not transfer or entrust others to manage the issuer’s shares (if any) indirectly held by me before this issuance, nor will the issuer repurchase the above shares held by me.
If I reduce my holdings by means of centralized bidding trading, within any continuous 90 natural days, the total number of shares reduced shall not exceed 1% of the total number of shares of the issuer, and shall report to the stock exchange 15 trading days before the first sale, and disclose the reduction plan in advance, which shall be filed by the stock exchange; If I reduce my shares by block trading, the total number of shares reduced shall not exceed 2% of the total number of shares of the issuer within any continuous 90 natural days; If I reduce my holdings by means of agreement transfer, the transfer proportion to a single transferor shall not be less than 5% of the total shares of the issuer. “
As of the disclosure date of the company, the holders of the Restricted Shares applied for lifting the restrictions have strictly fulfilled the commitments made by the company during the initial public offering and listing. There is no situation that the non performance of relevant commitments by the holders of the restricted shares affects the circulation of the restricted listing.
4、 Occupation of funds by controlling shareholders and their related parties
The company has no funds occupied by controlling shareholders and their related parties.
5、 Verification opinions of intermediary institutions
After verification, the recommendation institution believes that the listing and circulation of the company’s restricted shares meets the requirements of relevant laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and listing recommendation business, and the stock listing rules of Shanghai Stock Exchange; The number of restricted shares lifted and the listing and circulation time of the restricted shares comply with relevant laws, administrative regulations, departmental rules, relevant rules and shareholders’ commitments; The shareholders of the company who lifted the restricted shares this time strictly fulfilled their commitments made in the initial public offering of shares; As of the date of issuance of this verification opinion, the company’s information disclosure related to the restricted shares is true, accurate and complete. The recommendation institution has no objection to Zhe Jiang Li Zi Yuan Food Co.Ltd(605337) the lifting of the ban on the listing and circulation of restricted shares.
6、 Listing and circulation of restricted shares
（1） The number of restricted tradable shares listed this time is 30623880;
（2） The listing and circulation date of the restricted tradable shares is February 8, 2022;
（3） List of listing details of restricted tradable shares
Holding the remaining restricted shares of the current listing
Number of shares number of shares number of shares serial number of shares shareholder’s name in total shares of the company
(unit: (unit: this proportion (%)
(shares) (shares)
1 Jingning Qianxiang enterprise management consulting partnership 10122000 4.67 10122000
Enterprise (limited partnership)
Maotai Jianxin (Guizhou) Investment Fund
2 Management Co., Ltd. – Maotai Jianxin 9224880 4.26 9224880 0
(Guizhou) Investment Fund (Co., Ltd.)
(partner)
3 Anji Xinchuang Shengrui management consulting partnership 3885000 1.79 3885000 0
Enterprise (limited partnership)
4 Zhu Wenxiu 1365000 0.63 1365000 0
5 Su Zhongjun 1092000 0.50 1092000 0
6 Fang Jianhua 1029000 0.47 1029000 0
7 Xu Fusheng 945000 0.44 945000 0
8 Cheng Weizhong 882000 0.41
