Zhengzhou Huajing Diamond Co., Ltd. Initial public offering of shares and listing announcement on GEM Sponsor (lead underwriter)
China Merchants Securities Co., Ltd. 38-45 Floor, Jiangsu Building, Yitian Road, Futian District, Shenzhen Section 1 Important Statements and Tips The company's shares will be listed on the GEM of the Shenzhen Stock Exchange, which has a high investment risk. GEM companies are characterized by unstable performance, high operational risks, and high risk of delisting. Investors face greater market risks. Investors should fully understand the investment risks of the GEM market and the risk factors disclosed by the Company and make prudent investment decisions.
The company and all directors, supervisors and senior management personnel guarantee the authenticity, accuracy and completeness of the listing announcement, and promise that there is no false record, misleading statement or major omission in the listing announcement, and bear individual and joint legal liabilities.
The opinions of the stock exchanges and other government agencies on the listing of the company's shares and related matters do not indicate any guarantee to the company.
The Company reminds investors that if the relevant contents are not covered by this listing announcement, investors should check the five information disclosure websites listed on the China Securities Regulatory Commission: China Securities Network (), China Securities Network (), Securities Times Network (), China Capital Securities Network () of the company's offer The full text of the manual.
The circulation restrictions of the shares held by the shareholders before the issuance and the shareholders' commitment to the voluntary lock-in of the shares held are as follows:
The controlling shareholder of the Company, Henan Huajing Superhard Materials Co., Ltd. and the actual controller Guo Liuxi, the shareholders Zheng Dongliang and Guo Guilan promised: within 36 months from the date of listing of the company's shares, do not transfer or entrust others to manage the issue before the issuance The issuer's shares held directly or indirectly are not repurchased by the issuer.
Other shareholders of the company promised that within 12 months from the date of listing of the company's shares, the issuer's shares held before the issuance will not be transferred or entrusted to others, nor will the issuer repurchase the shares.
In addition, Guo Liuxi, the chairman of the company directly or indirectly holding the shares of the company, and Zheng Dongliang, the director, promised that 36 months after the listing of the company's shares, supervisor Zhang Zhao and deputy general manager Yang Jinzhong promised to list from the company's shares. After 12 months from the date of its employment, the shares of the issuer that it directly or indirectly holds during the period of its employment shall not exceed 25% of the total number of shares in the part, and shall not be transferred directly or indirectly within six months after leaving the company. The issuer's shares; the transferor's shares held directly or indirectly within 12 months after the separation of six months shall not exceed 50% of the total number of shares of the issuer.
Section 2 Stock Listing Status I. The approval of the company's stock issuance and listing. The listing announcement is based on the "Company Law of the People's Republic of China" and the "Securities Law of the People's Republic of China".
"Interim Measures for the Initial Public Offering of Shares and Listing on the Growth Enterprise Market" and the "Shenzhen Stock Exchange GEM Listing Rules" and other relevant provisions, and in accordance with the contents and format guidelines of the Shenzhen Stock Exchange Stock Listing Announcement (September 2009) It was prepared to provide investors with basic information about the initial public offering of Zhengzhou Huajing Diamond Co., Ltd. (hereinafter referred to as “the Company†or “Companyâ€) and listing on the GEM.
Approved by China Securities Regulatory Commission, China Securities Regulatory Commission [2010] No. 267, the company publicly issued 38 million shares of RMB ordinary shares. The issuance was conducted by means of a combination of on-line placement of the inquiry to the placing object and online pricing and issuance of public investors. Among them, 7.6 million shares were placed offline, and 30.4 million shares were issued online, with an issue price of 21.32 yuan/share.
The Shenzhen Stock Exchange's Notice on the Listing of RMB Common Stock Shares on the Growth Enterprise Market of Zhengzhou Huajing Diamond Co., Ltd. (Shenzhen [2010] No. 97) agrees that the RMB ordinary shares issued by the Company are on the Shenzhen Stock Exchange. Listed on the GEM, the stock is referred to as “Yu Diamond†and the stock code “300064â€; among them, the 30.4 million shares issued online in this public offering will be listed and traded on March 26, 2010.
The issuance of the prospectus, the full text of the prospectus and related documents for review can be designated by the China Securities Regulatory Commission on five websites (Juchao Information Network, ; China Securities Network, China Securities Network, website ; Securities Times Network, website ; China Capital Securities Network, website ) query. The disclosure of the company's prospectus and the prospectus is less than one month away, so the content of the duplicate is not repeated. Investors are advised to check the above. Second, the company's stock listing overview 1, listing location: Shenzhen Stock Exchange 2, time to market: March 26, 2010 3, stock abbreviation: Yu Diamond 4, stock code: 300064
5. Total share capital after initial public offering: RMB 15 million 6. Shares increased by initial public offering: 38 million shares 7. Circulation restrictions and maturity of shares held by shareholders before issuance: According to the relevant provisions of the Company Law, the company publicly issues Shares issued before the shares shall not be transferred within one year from the date of the company's stock trading on the stock exchange.
8. Commitment to the voluntary lock-in of shares held by shareholders before the issuance:
The controlling shareholder of the Company, Henan Huajing Superhard Materials Co., Ltd. and the actual controller Guo Liuxi, the shareholders Zheng Dongliang and Guo Guilan promised: within 36 months from the date of listing of the company's shares, do not transfer or entrust others to manage the issue before the issuance The issuer's shares held directly or indirectly are not repurchased by the issuer.
Other shareholders of the company promised that within 12 months from the date of listing of the company's shares, the issuer's shares held before the issuance will not be transferred or entrusted to others, nor will the issuer repurchase the shares.
In addition, Guo Liuxi, the chairman of the company directly or indirectly holding the shares of the company, and Zheng Dongliang, the director, promised that 36 months after the listing of the company's shares, supervisor Zhang Zhao and deputy general manager Yang Jinzhong promised to list from the company's shares. After 12 months from the date of its employment, the shares of the issuer that it directly or indirectly holds during the period of its employment shall not exceed 25% of the total number of shares in the part, and shall not be transferred directly or indirectly within six months after leaving the company. The issuer's shares; the transferor's shares held directly or indirectly within 12 months after the separation of six months shall not exceed 50% of the total number of shares of the issuer.
9. Other lock-up arrangements for the listed shares: The placement of the shares in the public offering will be locked for three months from the date of the listing of the shares on the Shenzhen Stock Exchange.
10. The shares with no circulation restrictions and lock-up arrangements for this listing: There are no circulation restrictions and lock-up arrangements for the 30.4 million shares issued online in this public offering.
11. The company's shares can be listed and traded. It can be listed and traded after the issuance. Number of shareholders (ten shares)
Proportion (%) (non-trading day extension)
Henan Huajing Superhard Materials Co., Ltd. 6,165 40.56 March 26, 2013 Shanghai Shangli Investment Co., Ltd. 850 5.59 March 26, 2011 Shanghai Ruixin Investment Management Co., Ltd. 550 3.62 March 26, 2011 Henan Anshun Investment Management Co., Ltd. 405 2.66 On March 26, 2011, the first public issue of Guo Guilan 1,140 7.50 issued on March 26, 2013 Zheng Dongliang 1,140 7.50 March 26, 2013, the shares of Wang Jiayu 1,000 6.58 March 26, 2011 Fu Fei 75 0.49 March 26, 2011 Zhang Zhao 75 0.49 March 26, 2011 Subtotal 11,400 75.00
Shares issued under the offline placement 760 5.00 Initial public offering on June 26, 2010 Online pricing issued shares 3,040 20.00 Shares on March 26, 2010 Subtotal 3,800 25.00
Total 15,200 100.00
12. Stock registration institution: China Securities Depository and Clearing Co., Ltd. Shenzhen Branch 13. Listing sponsor: China Merchants Securities Co., Ltd. (hereinafter referred to as “China Merchants Securitiesâ€)
Section III Company, Shareholders and Actual Controllers I. Basic Information of the Company Company Name (Chinese): Zhengzhou Huajing Diamond Co., Ltd. Company Name (English): Zhengzhou Sino-Crystal Diamond Co., Ltd.
Legal representative: Guo Liuxi Registered capital: 15 million yuan (after this issue)
Date of establishment: December 24, 2004 Registered address: No. 24, Dongqing Street, High-tech Development Zone, Zhengzhou City Company Telephone Company Fax Industry: Non-metallic mineral products industry [C61]
Secretary of the Board: Liu Yongqi E-mail:
Business scope: production and sales of synthetic diamonds and products and equipment; research, development and technology transfer of synthetic diamond related technologies, materials, equipment and products; operation of import and export business of self-produced products and related technologies of the enterprise; (laws and regulations If it is forbidden, it shall not be operated; if it is approved, it shall not be operated before it is approved.)
Main business: R&D, production and sales of synthetic diamond and its raw and auxiliary materials, as well as research and development of synthetic diamond synthesis equipment. 2. The company's directors, supervisors, senior management personnel and the stocks of the companies they hold. Names and positions held at the beginning and end of the position (10,000 shares)
Chairman Guo Liuxi 2008.06.26-2011.06.25 -
Vice Chairman Zhao Qingguo 2008.06.26-2011.06.25 -
Lin Yu Director and General Manager 2008.06.26-2011.06.25 -
Zheng Dongliang Director 2008.06.26-2011.06.25 1,140
Director Li Chunyi 2008.06.26-2011.06.25 -
Yin Weimin Director 2008.06.26-2011.06.25 -
Wang Mingzhi Independent Director 2008.06.26-2011.06.25 -
Zhang Zhong Independent Director 2008.06.26-2011.06.25 -
Zhang Xuegong Independent Director 2008.06.26-2011.06.25 -
Peng Xianwei Chairman of the Board of Supervisors 2008.06.26-2011.06.25 -
Liu Guangli Supervisor 2008.06.26-2011.06.25 -
Zhang Zhao Supervisor 2008.06.26-2011.06.25 75
Yang Jinzhong, Deputy General Manager 2008.06.26-2011.06.25 -
Li Guoxuan, Deputy General Manager 2008.06.26-2011.06.25 -
Li Jigang Chief Financial Officer 2008.06.26-2011.06.25 -
Deputy General Manager, Board of Directors Liu Yongqi Secretary 2008.06.26-2011.06.25 -
Chairman Guo Liuxi and deputy general manager Yang Jinzhong indirectly held shares of the company because they held shares in Henan Huajing Superhard Materials Co., Ltd. (hereinafter referred to as “Henan Huajingâ€), the controlling shareholder of the Company. Guo Liuxi holds a 70% stake in Henan Huajing, and Yang Jinzhong holds a 15% stake in Henan Huajing. In view of Henan Huajing holding 61.65 million shares, Guo Liuxi indirectly held 43.16 million shares of the company through Henan Huajing, and Yang Jinzhong indirectly held 9.25 million shares of the company through Henan Huajing. III. Situation of the controlling shareholder and actual controller of the company (I) Basic information of the controlling shareholder and actual controller of the company 1. Basic information of the controlling shareholder The controlling shareholder of the company is Henan Huajing, which was established in November 2001. Henan Huajing currently operates mainly in investment management business with a business license registration number of 410000100009392. After the issuance, Henan Huajing held 61.65 million shares of the company, accounting for 40.56% of the total shares after the issuance.
(1) Basic information Company name: Henan Huajing Superhard Materials Co., Ltd. Established: November 16, 2001 Company Address: No. 55, Dongqing Street, High-tech Development Zone, Zhengzhou City Main production and operation place: Zhengzhou High-tech Development Zone No. 55, Dongqing Street Registered capital: RMB 30,000 million paid-in capital: RMB 30,000 million Main business: Investment management Enterprise nature: Natural person investment company limited (2) Equity structure Up to now, Henan Huajing's shareholding structure is as follows:
Shareholder name share amount (10,000 shares) Shareholding ratio (%)
Guo Liuxi 21,000 70.00
Yang Jinzhong 4,500 15.00
Li Xiaozheng 4,200 14.00
Fu Yafei 150 0.50
Pay for 150 0.50
Total 30,000 100.00
(3) Financial status in the last three years Unit: 10,000 yuan Project 2009.12.31/2009 Year 2008.12.31/2008 Year 2007.12.31/2007 Total assets 68,152.67 69,393.46 64,536.01
Net assets 42,735.70 40,909.92 33,576.26
Net profit 1,825.78 2,137.20 957.50
Note: The financial data for 2007-2009 is audited by Henan Hongxun Certified Public Accountants Co., Ltd.
2. The basic situation of the actual controller The actual controller of the company is Guo Liuxi, the current chairman of the company, Chinese nationality, ID card number:
41272819630506****, no right of abode abroad. Guo Liuxi indirectly controls the company by holding a 70% stake in Henan Huajing.
(II) Foreign investment of the controlling shareholder and actual controller of the company Henan Huajing has no other foreign investment except the equity of the company.
The actual investment of Guo Liuxi, the actual controller, is as follows:
Company name registered capital (ten thousand yuan) shareholding ratio (%)
Henan Yuanfa Real Estate Development Co., Ltd. 1,000 60
Henan Yuanfa Information Technology Co., Ltd. 300 60
Henan Huajing Superhard Materials Co., Ltd. 30,000 70
IV. The top ten shareholders of the company hold shares of the company After the public offering, the total number of shareholders of the company is 57332, of which the top ten shareholders holding shares and their shareholdings are as follows:
Serial number shareholder name amount (ten shares) share ratio (%)
1 Henan Huajing Superhard Materials Co., Ltd. 6,165 40.56
2 Shanghai Shangli Investment Co., Ltd. 850 5.59
3 Shanghai Ruixin Investment Management Co., Ltd. 550 3.62
4 Henan Anshun Investment Management Co., Ltd. 405 2.66
5 Guo Guilan 1,140 7.50
6 Zheng Dongliang 1,140 7.50
7 Wang Jiayu 1,000 6.58
8 Fufei 75 0.49
9 Zhang Zhao 75 0.49
10 China Construction Bank Corporation 36.6291 0.24
Annuity Plan - Industrial and Commercial Bank of China Total 11,436.6291 75.24
Section IV Stock Issuance I. Number of Issues The number of shares issued by the company is 38 million ordinary shares of RMB. Among them, the number of offline issuance is 760
Ten thousand shares accounted for 20% of the number of shares issued; the number of online issuances was 30.4 million shares, accounting for 80% of the number of shares issued this time. Second, the issue price The company's current issue price is 21.32 yuan / share. The corresponding price-to-earnings ratio is:
1, 48.45 times (earnings per share of 0.44 yuan, calculated according to the 2009 net profit deducted by the accounting firm in compliance with China Accounting Standards before and after deducting non-recurring gains and losses divided by the total number of shares before the issuance).
2, 64.61 times (revenue per share of 0.33 yuan, calculated according to the 2009 net profit deducted by the accounting firm in accordance with the Chinese accounting standards after deducting non-recurring gains and losses divided by the total number of shares after the issuance). III. Issuance method and subscription situation Issuance method: a combination of offline inquiry and placement of online inquiry and pricing.
The shares issued to the Placing through the offline placement were 7.6 million shares, and the effective subscription amount was 555.5 million shares. The ratio of the effective subscription to the Placing was 1.368136%, and the subscription multiple was 73.09 times. The issuance of online issuance of 30.4 million shares, the winning rate is 0.4414198473%, and the oversubscription ratio is 227 times. There are no remaining shares in this issue. 4. The total amount of funds raised and the verification of the certified public accountant's position in place. The total amount of funds raised in this public offering is 810.16 million yuan;
Zhongqin Wanxin Certified Public Accountants Co., Ltd. has verified the company's initial public offering of shares on the GEM on March 22, 2010, and issued (2010) Zhongqin Yanzi No. 03005 report. V. Total issuance expenses and items, and issuance expenses per share The total issuance expenses are RMB 65,138,200, and the issuance expenses per share is RMB 1.71 (issuance expenses divided by the number of shares issued this time by 38 million shares). The specific items are as follows:
Serial number issuance expense item amount (ten thousand yuan)
1 Sponsorship and underwriting expenses 5,671.12
2 Lawyer fee 90.00
3 Audit evaluation fee 231.00
4 Information disclosure and roadshow promotion costs 517.20
5 Online and offline capital verification fee 4.50
Total 6,513.82
VI. Net proceeds raised The net proceeds from the issuance were RMB 745,210,800. The company promises that all raised funds will be deposited in the special account management and used in the company's main business. For the “working capital related to the main business†for which the project has not been specifically used, the company shall properly arrange the use of the funds according to the company's development plan and actual production and operation requirements within 6 months after the funds are received. The plan is submitted to the board of directors for review and approval and timely disclosure. Before the company actually uses the part of the funds, it will perform the corresponding board or shareholders meeting review procedures and disclose them in a timely manner. VII. Net assets per share after the issuance The net assets per share after the issuance is 6.95 yuan (according to the sum of the audited net assets of the company on December 31, 2009 plus the net amount of this issuance divided by the current issue) Total share capital calculation). 8. Post-issuance earnings per share The company's earnings per share after the issuance is RMB 0.33 (according to the net profit of 2009, which was audited by the accounting firm in compliance with China Accounting Standards before and after deducting non-recurring gains and losses, divided by the total number of shares after the issuance Equity calculation).
Section 5 Other Important Events I. The Company has promised to the Shenzhen Stock Exchange that it will improve the company's articles of association and other relevant rules and regulations as soon as possible within three months after listing in strict accordance with the relevant rules of the GEM. 2. The Company has published the initial public offering of shares on March 9, 2010 and has not had any other important events that may have a significant impact on the company before the listing of the prospectus for the listing of the GEM to the listing announcement, as follows:
(1) The company strictly follows the requirements of the "Company Law", "Securities Law" and other laws and regulations, regulates its operations, operates normally, and its main business development goals are progressing normally;
(2) There has been no major change in the industry or market in which the company is located;
(3) The company's raw material purchase price and product sales price have not changed significantly;
(4) The company has not had any material related party transactions, and the funds are not occupied by the related parties;
(5) The company has not made any major investment behavior;
(6) The company has not purchased, sold or replaced major assets (or equity);
(7) There is no change in the company's residence;
(8) The company's directors, supervisors, senior management personnel and core technical personnel have not changed;
(9) The company has not experienced any major lawsuits or arbitrations;
(10) The company has not incurred any contingent issues such as external guarantees;
(11) No major changes have been made in the company's financial status and operating results;
(12) The company has no other major issues that should be disclosed.
Section 6 Listing Sponsors and Opinions I. Listed Sponsors Listing Sponsors: China Merchants Securities Co., Ltd. Legal Representative: Gong Shaolin Registered Address: 38-45 Floor, Building A, Jiangsu Building, Yitian Road, Futian District, Shenzhen Tel: 0755-82943666
Fax: 0755-82943121
Sponsor representative: Yang Yulin, Yu Guoqing Project Contact: Liu Haiyan Second, the recommendation of the listed sponsors The listing sponsor institution China Merchants Securities Co., Ltd. has submitted to the Shenzhen Stock Exchange “China Merchants Securities Co., Ltd. on Zhengzhou Huajing Diamond Co., Ltd. The sponsorship letter of the company's stock listed on the GEM, the recommendations of the listed sponsors are as follows:
Zhengzhou Huajing Diamond Co., Ltd. applied for the listing of its shares in compliance with the "Company Law of the People's Republic of China", the "Securities Law of the People's Republic of China" and the "Listing Rules of the Stock Exchange of the Shenzhen Stock Exchange", Zhengzhou Huajing Diamond Co., Ltd. The stock has the conditions for listing on the GEM of the Shenzhen Stock Exchange. China Merchants Securities Co., Ltd. is willing to recommend the shares of Zhengzhou Huajing Diamond Co., Ltd. to be listed and traded on the GEM of the Shenzhen Stock Exchange, and bear the relevant sponsorship responsibilities.
Zhengzhou Huajing Diamond Co., Ltd. March 25, 2010
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