安徽金岩高嶺土新材料股份有限公司 章程 （聯交所上市後適用） 二○二五年十二月 | 目錄 | | --- | | 第一章 | 總則 | | 1 | | --- | --- | --- | --- | | 第二章 | | 公司經營宗旨和經營範圍 | 2 | | 第三章 | 股份 | | 3 | | 第一節 | | 股份發行 | 3 | | 第二節 | | 股份增減和回購 | 4 | | 第三節 | | 股份轉讓 | 5 | | 第四章 | | 股東和股東會 | 7 | | 第一節 | | 股東 | 7 | | 第二節 | | 股東會的一般規定 | 10 | | 第三節 | | 股東會的召集 | 14 | | 第四節 | | 股東會的提案與通知 | 16 | | 第五節 | | 股東會的召開 | 18 | | 第六節 | | 股東會的表決和決議 | 22 | | 第五章 | 董事會 | | 27 | | 第一節 | | 董事 | 27 | | 第二節 | | 董事會 | 31 | | 第六章 | | 總經理及其他高級管理人員 | 36 | | 第七章 | 監事會 | | 38 | | 第一節 | | 監事 | 3 ...

Group 1 - The company, Jinyan Gaoling New Materials, has completed its subscription period from November 25 to November 28, with an oversubscription of 5,568 times based on a subscription amount of HKD 988 billion against a public offering amount of HKD 17.74 million [1] - The company plans to issue 24.3 million H-shares at a price of HKD 7.3 per share, aiming to raise approximately HKD 180 million, with an entry fee of HKD 3,686.8 for a minimum lot of 500 shares [1] - The company has entered cornerstone investment agreements with several entities, agreeing to subscribe for shares totaling HKD 76.2193 million under certain conditions [1] Group 2 - Jinyan Gaoling New Materials specializes in coal series kaolin in China, possessing an integrated value chain from mining, R&D, processing to production and sales [2] - According to Frost & Sullivan, the company ranks fifth in the market with a 5.4% market share in the revenue of coal series calcined kaolin companies in China for 2024 [2] - The company is the largest producer of precision casting mullite materials in China, holding a market share of 19.1% based on 2024 revenue [2] - The company's revenue for the fiscal years 2022, 2023, and projected for 2024 are approximately RMB 190 million, RMB 205 million, and RMB 267 million respectively, with net profits of RMB 24.423 million, RMB 43.617 million, and RMB 52.602 million for the same periods [2]

Group 1 - The company, Jinyan Gaoling New Materials, has completed its IPO subscription with a total subscription amount of HKD 98.8 billion, significantly oversubscribed by 5,568 times compared to the public offering amount of HKD 17.74 million [1] - The company plans to issue 24.3 million H-shares at a price of HKD 7.3 per share, aiming to raise approximately HKD 180 million [1] - The funds raised will be allocated as follows: 70.8% for deep processing projects of mullite-based aluminum-silicon materials, 20.6% for establishing a research center for silicon-aluminum new materials, 0.6% for repaying bank loans, and 8% for working capital and general corporate purposes [1] Group 2 - Jinyan Gaoling New Materials specializes in coal series kaolin and has integrated capabilities across mining, R&D, processing, production, and sales [2] - The company ranks fifth in the market with a 5.4% market share in the revenue of coal series calcined kaolin companies in China, according to Frost & Sullivan [2] - Jinyan Gaoling New Materials is the largest producer of precision casting mullite materials in China, holding a market share of 19.1% [2] - The company's revenue for the fiscal years 2022, 2023, and projected for 2024 are approximately RMB 190 million, RMB 205 million, and RMB 267 million respectively, with net profits of RMB 24.42 million, RMB 43.62 million, and RMB 52.62 million for the same periods [2]

Core Viewpoint - Jin Yan Gao Ling New Materials is set to launch its global offering on November 25, with an expected listing on the Hong Kong Stock Exchange on December 3, 2023, at a price of HKD 7.30 per share, raising between HKD 180 million to HKD 200 million [1]. Group 1: Financial Performance - The company has experienced a significant slowdown in net profit growth, with a projected increase of only 8% in the first half of 2025, contrasting sharply with a compound annual growth rate (CAGR) of 48.6% over the past three years [2]. - Revenue figures for 2022, 2023, and 2024 were approximately CNY 190 million, CNY 205 million, and CNY 267 million, respectively, indicating a CAGR of about 17.4% [2]. Group 2: Product and Market Dynamics - The company's strategy of "exchanging price for volume" has led to a decline in the proportion of high-margin products, with the share of high-margin precision casting sand powder dropping from 98% in 2022 to 63.4% in the first half of 2025 [3]. - The average selling price of precision casting materials has decreased from CNY 1,554 per ton in 2022 to CNY 1,307 per ton in the first five months of 2025, reflecting a discount of over 10% compared to industry forecasts [3]. Group 3: Operational Challenges - The company relies solely on one kaolin mine in Huai Bei, Anhui Province, with a total resource of 18.649 million tons and a remaining mining life of only 16 years, raising concerns about future production capacity [4]. - The combined operating and capital expenditures from 2022 to 2024 were CNY 2.12 billion, CNY 3.83 billion, and CNY 3.30 billion, with future annual expenditures projected at CNY 280 million [4]. Group 4: Investment and Market Perception - The cornerstone investors for the IPO are all industry partners, contributing a total of HKD 76.22 million, which represents 43% of the base issuance scale, indicating a lack of recognition from financial investors [5][6]. - The company's valuation is expected to rise from approximately HKD 437 million to HKD 710 million post-IPO, a nearly 62% increase, despite the slowdown in growth and lack of new growth drivers [6].

Group 1: LeMo Technology IPO - LeMo Technology plans to globally offer 5.5556 million shares, with 555,600 shares for Hong Kong and 5 million shares for international investors [1] - The offering period is from November 25 to November 28, with a maximum offer price of HKD 40.00 per share and an entry fee of approximately HKD 4,040.35 [1] - The total expected fundraising amount is HKD 186 million, with a net amount of HKD 147 million, aimed at expanding service network coverage, enhancing technology, increasing brand awareness, and general corporate purposes [1] Group 2: Jinyan Gaoling New Materials IPO - Jinyan Gaoling New Materials intends to globally offer 24.3 million shares, with 2.43 million shares for Hong Kong and 21.87 million shares for international investors, plus an over-allotment option of 3.645 million shares [2] - The offering period is also from November 25 to November 28, with a maximum offer price of HKD 7.30 per share and an entry fee of approximately HKD 3,686.82 [2] - The total expected fundraising amount is HKD 177 million, with a net amount of HKD 124 million, to be used for deep processing projects, establishing a research center, working capital, and repaying bank loans [2] Group 3: Mingyu Pharmaceutical Listing Application - Mingyu Pharmaceutical has submitted a listing application to the Hong Kong Stock Exchange, with joint sponsors including Morgan Stanley, Bank of America Securities, and CITIC Securities [3] - The company focuses on developing tumor therapies based on ADC platforms and PD-1/VEGF bispecific antibodies, with 13 candidate products in its pipeline, 10 of which are in clinical stages [3] - The listing aligns with the trend of innovative drugs and aims to capitalize on the company's pipeline and commercialization potential [3] Group 4: Kewang Pharmaceutical Listing Application - Kewang Pharmaceutical has submitted a listing application to the Hong Kong Stock Exchange, with CITIC Securities as the sole sponsor [4] - The company is a clinical-stage biopharmaceutical firm focused on developing next-generation cancer therapies through an understanding of the tumor microenvironment [4] - Its core product, ES102, is an advanced hexavalent OX40 agonist, currently one of only two OX40 agonist candidates in clinical development [4]

Core Viewpoint - Jinyan Gaoling New Materials (02693.HK) is set to launch its IPO from November 25 to November 28, 2025, with an expected listing date on December 3, 2025, on the Hong Kong Stock Exchange [3][4]. Summary by Sections IPO Details - The company plans to issue 24.3 million H-shares, representing 25% of the total shares post-IPO, with a share price set at HKD 7.30, aiming to raise approximately HKD 177 million [4][5]. - The IPO will adopt Mechanism B, with an initial public offering allocation of 10% and no reallocation mechanism [5]. - The total estimated expenses for the IPO are around HKD 53.1 million, which includes underwriting commissions and other fees [5]. Use of Proceeds - The net proceeds from the IPO are expected to be approximately HKD 124 million, with allocations as follows: - About 70.8% for deep processing projects of mullite-based aluminum-silicon materials - Approximately 20.6% for establishing a research center for silicon-aluminum new materials - Around 0.6% for repaying certain bank loans - About 8.0% for working capital and general corporate purposes [6]. Shareholding Structure - Post-listing, the shareholding structure will be as follows: - Huabei Mining Group (43.03%) - Wanhua Investment (2.06%) - Huabei Investment (29.91%) - H-share shareholders (25%) [6][7]. - The company is integrated across the entire value chain from mining to production and sales, ranking fifth in the Chinese coal series calcined kaolin market with a market share of 5.4% as of 2024 [7].

Core Viewpoint - The company, Jinyan Gaoling New Materials, has officially launched its global offering in Hong Kong, aiming to raise approximately HKD 124.3 million through the issuance of 24.3 million shares at a price of HKD 7.3 per share [3][4]. Group 1: IPO Details - The global offering consists of 24.3 million shares, with 21.87 million shares allocated for international offering and 2.43 million shares for public offering in Hong Kong [3]. - The public offering period is from November 25 to November 28, with the final offer price and allocation results expected to be announced on December 2 [3]. - Trading of the shares on the Hong Kong Stock Exchange is set to commence on December 3, with a minimum investment cost of approximately HKD 3,686.82 for 500 shares [3]. Group 2: Use of Proceeds - Approximately 70.8% of the net proceeds will be allocated to the deep processing project of mullite-based aluminum-silicon materials [3]. - About 20.6% of the funds will be used to establish a research center for silicon-aluminum new materials engineering technology [3]. Group 3: Company Overview - Jinyan Gaoling New Materials specializes in coal-based kaolin, integrating the entire value chain from mining, research and development, processing, to production and sales [4]. - The company’s products include precision casting mullite materials and refractory mullite materials, which are essential for precision casting shells and refractory materials [4]. - As of May 31, 2025, the estimated total resource of the company's Shuli kaolin mine is approximately 18.649 million tons, with an estimated total ore reserve of about 6.062 million tons [4]. Group 4: Financial Performance - The company's revenue for the years 2022 to 2024 and the first five months of 2025 are projected to be RMB 190 million, RMB 205 million, RMB 267 million, and RMB 105 million respectively [4]. - The net profit and total comprehensive income for the same periods are expected to be RMB 24.423 million, RMB 43.617 million, RMB 52.602 million, and RMB 18.032 million, indicating a steady growth in revenue and profit [4].

安徽金岩高嶺土新材料股份有限公司 ANHUI JINYAN KAOLIN NEW MATERIALS CO., LTD. 股份代號 : 2693 （於中華人民共和國註冊成立的股份有限公司） 全球發售 聯席保薦人 整體協調人、聯席全球協調人、聯席賬簿管理人及聯席牽頭經辦人 重要提示 如 閣下對本招股章程內容有任何疑問，應諮詢獨立專業建議。 ANHUI JINYAN KAOLIN NEW MATERIALS CO., LTD. 安徽金岩高嶺土新材料股份有限公司 （於中華人民共和國註冊成立的股份有限公司） 全球發售 | 全球發售項下的發售股份總數 | ： | 24,300,000股H股（視乎超額配股權行使 | | --- | --- | --- | | | | 與否而定） | | 香港發售股份數目 | ： | 2,430,000股H股（可予重新分配） | | 國際發售股份數目 | ： | 21,870,000股H股（可予重新分配及視乎 | | | | 超額配股權行使與否而定） | | 發售價 | ： | 每股H股7.30港元，另加1.0%經紀 | | | | 佣金、0.0027%證監會交易徵費、 | | | | 0 ...

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