Core Viewpoint - Anjiu Food Group Co., Ltd. is set to launch its H-share IPO on the Hong Kong Stock Exchange, aiming to raise approximately HKD 26.40 billion with a share price of HKD 66.00, significantly lower than its A-share price, indicating a potential investment opportunity [1][3]. Company Overview - Anjiu Food, established in December 2001, is based in Xiamen, Fujian Province, and primarily operates in the frozen food sector, offering products such as frozen prepared foods, frozen dishes, and frozen noodle products [3][6]. - The company was listed on the Shanghai Stock Exchange in February 2017, with an initial share price of RMB 11.12 [3]. Financial Performance - Anjiu Food's revenue for 2022, 2023, and 2024 was approximately RMB 121.06 billion, RMB 139.65 billion, and RMB 150.30 billion, respectively, showing a steady growth trend [7][8]. - The gross profit for the same years was around RMB 25.61 billion, RMB 31.57 billion, and RMB 34.08 billion, with net profits of RMB 11.18 billion, RMB 15.01 billion, and RMB 15.14 billion [7][8]. Market Position - According to Frost & Sullivan, Anjiu Food is the largest frozen food company in China by revenue, holding a market share of 6.6% in 2024 [6]. - The company ranks first in the frozen prepared food market with a 13.8% market share, which is approximately five times that of the second-largest competitor [6]. IPO Details - The IPO will involve the issuance of approximately 39.99 million H-shares, with a net fundraising amount of about HKD 24.96 billion, aimed at expanding sales and distribution networks, enhancing procurement capabilities, and optimizing supply chains [3][4]. - Six cornerstone investors have committed to subscribing approximately USD 90 million (around HKD 7.06 billion) of the offering [4].

Core Viewpoint - Anjiu Foods is actively pursuing an H-share IPO to establish a dual capital platform, aiming to enhance its financing channels and international market presence, but faces several challenges and uncertainties [3][21]. Group 1: H-Share IPO Details - Anjiu Foods plans to issue approximately 39.99 million H-shares, with 3.99 million shares allocated for public offering in Hong Kong, representing 10% of the total offering [1]. - The maximum offering price is set at 66 HKD per share, with the listing expected on July 4, 2025 [1]. Group 2: Shareholder Behavior and Market Confidence - Frequent share reductions by major shareholders and executives have raised concerns about market confidence, with significant amounts cashed out since the company's listing [4][6]. - The stock price dropped over 30% following the announcement of the H-share issuance, indicating investor sensitivity to shareholder actions [6]. Group 3: Ownership Structure and Control - The change in control from the original shareholder to a new group has led to speculation about the new controlling party's background, with connections to a capital network known as "Oxford and Cambridge" [7][9]. - The complexity of the ownership structure may pose risks to corporate governance and investor trust [9]. Group 4: Financial Performance and Challenges - Anjiu Foods has experienced a slowdown in revenue growth, with a decline from over 30% growth in previous years to just 7% in the first three quarters of 2024 [10][12]. - The company faces increased competition from emerging brands using low-price strategies, impacting its market share and profitability [12]. Group 5: Food Safety Issues - Recent food safety complaints have damaged the company's brand image, highlighting quality control issues in production and distribution [13][15]. - The impact of food safety incidents on consumer trust could lead to significant market risks if not addressed [15]. Group 6: Market Environment and Internationalization - The Hong Kong market presents a complex regulatory environment, with strict compliance requirements that could affect the IPO process [16][18]. - Anjiu Foods' international expansion strategy faces challenges related to local market adaptation, sales channel establishment, and supply chain management [19][21].

本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、募集资金基本情况 经安井食品集团股份有限公司（以下简称"公司"）第四届董事会第十七次 会议、2020 年年度股东大会审议通过，并经中国证券监督管理委员会《关于核 准福建安井食品股份有限公司非公开发行股票的批复》（证监许可[2021]3419 号） 核准，公司通过非公开发行股票方式向特定投资者发行 48,884,872 股人民币普通 股（A 股），发行价格为 116.08 元/股，募集资金总额为 5,674,555,941.76 元，扣 除与募集资金相关的发行费用 39,981,864.58 元（不含增值税），公司实际募集 资金净额为 5,634,574,077.18 元。 募 集 资 金 5,674,555,941.76 元 扣 除 相 关 剩 余 保 荐 承 销 费 用 人 民 币 35,586,690.18 元（不含增值税）（保荐承销费用不含增值税金额总计为 37,473,482.63 元，含增值税金额总计为 39,721,891.59 元，其中公司在 2021 年 12 ...

Group 1 - Several A-share giants, including CATL, Hengrui Medicine, and Sanhua Intelligent Control, have successfully listed in Hong Kong this year [2] - Anjiu Food, a leading company from A-shares, has initiated its IPO in the Hong Kong market, with the subscription period from June 25 to June 30, and expected listing on July 4 [3] - Anjiu Food plans to globally offer 39.9947 million shares, with 10% allocated for public offering in Hong Kong and 90% for international offering, aiming to raise approximately HKD 2.64 billion [3] Group 2 - The maximum offer price for Anjiu Food is HKD 66.00 per share, which represents a discount of about 21.7% compared to its A-share price of RMB 77.00 (approximately HKD 84.3) [4] - Anjiu Food is the largest frozen food company in China, with a market share of 6.6% as of 2024, leading in various segments such as frozen prepared foods and frozen dishes [4] - The company's revenue projections for 2022 to 2024 are RMB 12.106 billion, RMB 13.965 billion, and RMB 15.030 billion, respectively, with net profits of RMB 1.118 billion, RMB 1.501 billion, and RMB 1.514 billion [5] Group 3 - In Q1 2024, Anjiu Food's revenue decreased by 3.8% year-on-year to RMB 3.581 billion, attributed to a weak consumption environment and timing differences in the Lunar New Year [5] - The company plans to use the funds raised from the IPO for expanding sales and distribution networks, enhancing procurement capabilities, digitalizing operations, and product development [5] - There was notable opposition from minority shareholders regarding Anjiu Food's listing in Hong Kong, and the stock faced a drop on its first trading day [6]

关于刊发H股招股说明书、H股发行价格上限及 H股香港公开发售等事宜的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 证券代码：603345 证券简称：安井食品 公告编号：2025-035 安井食品集团股份有限公司 安井食品集团股份有限公司（以下简称"公司"）正在进行发行 H 股股票并 在香港联合交易所有限公司（以下简称"香港联交所"）主板上市（以下简称"本 次发行 H 股并上市"）的相关工作。 2025 年 1 月 20 日，公司向香港联交所递交了本次发行 H 股并上市的申请， 并于同日在香港联交所网站刊登了申请资料。具体内容详见公司于 2025 年 1 月 21 日在上海证券交易所网站（www.sse.com.cn）及指定媒体披露的《安井食品集 团股份有限公司关于向香港联交所递交 H 股发行上市的申请并刊发申请资料的 公告》（公告编号：临 2025-003）。 2025 年 5 月 15 日，中国证券监督管理委员会（以下简称"中国证监会"） 出具《关于安井食品集团股份有限公司境外发行上市备案通知书》（国合函 [2025 ...

Group 1 - The company, Anjoy Foods, plans to globally offer 39.9947 million H-shares, with 3.9995 million shares available in Hong Kong and 35.9952 million shares for international offering, with the subscription period from June 25 to June 30, 2025, and expected pricing on July 2, 2025 [1] - Anjoy Foods is the leading company in China's frozen food industry, holding a market share of 6.6% based on 2024 revenue, and ranks first in the frozen prepared food market with a market share of 13.8%, which is approximately five times that of the second-ranked competitor [1] - The company has established cornerstone investment agreements, with cornerstone investors agreeing to subscribe for shares totaling $90 million (or 706 million HKD), which translates to approximately 10.7037 million shares at the maximum offer price of 66.00 HKD per share [2] Group 2 - Assuming no exercise of the over-allotment option and a maximum offer price of 66.00 HKD per share, the company estimates net proceeds from the global offering to be approximately 2.496 billion HKD [3] - The company plans to allocate the proceeds from the global offering as follows: approximately 35% for expanding sales and distribution networks, 35% for enhancing procurement capabilities and optimizing the supply chain, 15% for business operation digitization, 5% for product development and technological innovation, and 10% for working capital and general corporate purposes [3]

Company Overview - Company is a leading player in the Chinese frozen food industry, providing products for various consumption scenarios including households, restaurants, and dining out [2] - According to Frost & Sullivan, the company is the largest frozen food company in China by revenue in 2024, holding a market share of 6.6% [2] - In the frozen prepared food segment, the company ranks first in China with a market share of 13.8%, which is approximately five times that of the second-largest competitor [2] - The company also ranks first in the frozen vegetable products market with a market share of 5.0%, exceeding the combined market share of the second to fourth competitors [2] - In the frozen noodle and rice products market, the company ranks fourth with a market share of 3.2% [2] - The frozen food industry in China is competitive and fragmented, with the top five players holding a combined market share of 15.0% in 2024 [2] Financial Performance - The company has demonstrated strong financial performance and robust growth while maintaining industry-leading scale [2] - Revenue increased from RMB 12.1056 billion in 2022 to RMB 13.9649 billion in 2023, representing a growth of 15.4% [2] - Revenue further increased by 7.6% from RMB 13.9649 billion in 2023 to RMB 15.0296 billion in 2024 [2] - The company's net profit margins for 2022, 2023, and 2024 were 9.2%, 10.7%, and 10.1% respectively [2] IPO Details - Company plans to conduct an IPO from June 25 to June 30, 2025, offering 39.9947 million H-shares globally [1] - The public offering in Hong Kong will account for 10% of the total shares, while international offering will account for 90%, with an additional 15% over-allotment option [1] - The maximum offer price is set at HKD 66.00 per share, with trading expected to commence on July 4, 2025 [1] - The company has secured cornerstone investment agreements totaling USD 90 million from various investors [1] - Assuming no exercise of the over-allotment option and a share price of HKD 66.00, the net proceeds from the global offering are estimated to be approximately HKD 2.4958 billion [1] - The proceeds will be allocated as follows: 35% for expanding sales and distribution networks, 35% for enhancing procurement capabilities and optimizing supply chains, 15% for digitalizing operations, 5% for product development and technological innovation, and 10% for working capital and general corporate purposes [1]

Core Viewpoint - Anjiu Foods is facing scrutiny from investors regarding its performance and plans for an IPO in Hong Kong, particularly in light of its low overseas revenue and declining growth rates [1][3][10]. Group 1: Company Performance - In Q1 of this year, Anjiu Foods reported revenue of 3.6 billion yuan, with overseas income accounting for only 39.8 million yuan, representing just 1% of total revenue, and a year-on-year decline of 3.1% [3][4]. - The company's revenue growth has slowed significantly over the past three years, with revenue figures of 12.18 billion yuan, 14.05 billion yuan, and 15.13 billion yuan, corresponding to growth rates that decreased from 31.39% to 7.7% [10]. - In Q1, Anjiu's revenue fell by 4.13% year-on-year, and net profit attributable to shareholders dropped by 10% [11]. Group 2: Overseas Business Strategy - Anjiu Foods submitted its A1 application to the Hong Kong Stock Exchange in January and held a listing hearing on June 5, with plans to enhance its international strategy and overseas business [3]. - The company currently has no physical presence in Southeast Asia, despite plans to expand through strategic partnerships, equity investments, or acquisitions [3][4]. - The gross profit margin for overseas markets has been significantly lower than that of the domestic market, with figures of 16.5%, 8.9%, and 12.1% for the years 2022 to 2024, compared to over 21% in mainland China [4]. Group 3: Shareholder Sentiment - During a shareholder meeting in December 2024, the proposal for Anjiu to issue H-shares and list on the Hong Kong Stock Exchange received only 70% approval, with over 60% of minority shareholders voting against it [6][7]. - Investors have expressed skepticism about the necessity of raising funds through a Hong Kong listing, given that the company had 2.779 billion yuan in cash, a 44.14% decrease year-on-year, but with significant investments in financial products [8][9]. Group 4: Executive Compensation - Despite declining revenue and net profit growth, executive compensation at Anjiu Foods has increased significantly, with total compensation for executives rising from 12.08 million yuan in 2022 to 19.73 million yuan in 2024, a 63.4% increase over two years [14]. - Investors have raised concerns about the disparity between executive salaries and company performance, particularly questioning the compensation of non-executive directors [15][16].

General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [1] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 54.01 million shares on January 20, 2017, and was listed on the Shanghai Stock Exchange on February 22, 2017 [2] - The registered capital of the company is specified in the articles of association [2] Business Objectives and Scope - The company's business philosophy is to adhere to the principle of "food as the priority for the people" [4] - The registered business scope includes food production, meat product processing, fish paste products, food sales, and import/export activities [4] Shares - The company's shares are issued in the form of registered stocks [5] - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for all shares of the same type [7] - The company issues both A-shares and H-shares, with A-shares listed on the Shanghai Stock Exchange and H-shares on the Hong Kong Stock Exchange [7] Shareholder Rights and Obligations - Shareholders have the right to receive dividends, participate in shareholder meetings, supervise the company's operations, and access company documents [16][17] - Shareholders holding more than 5% of shares must report any pledge of their shares to the company [39] - The company and its controlling shareholders must not harm the interests of the company or public shareholders [21] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the previous fiscal year [43] - Shareholders holding more than 10% of shares can request the board to convene a temporary shareholder meeting [48] - The notice for shareholder meetings must include details such as time, location, agenda, and voting procedures [55][30]

Core Viewpoint - Anjiu Food Group Co., Ltd. has revised its draft articles of association following the approval of the fourth extraordinary general meeting of shareholders in 2024, authorizing the board to make adjustments based on regulatory requirements and actual circumstances related to the H-share issuance [1]. Group 1: Revision of Articles of Association - The company has amended the articles to ensure that the shareholder register serves as sufficient evidence of share ownership, with equal rights and obligations for shareholders of the same class of shares [1]. - The company is required to sign a custody agreement with the securities registration and settlement institution to regularly check major shareholder information and changes in shareholding [1]. - The H-share shareholder register must be kept at the company's address and made available for shareholder inquiries, with provisions for suspending shareholder registration as per relevant regulations [1]. Group 2: Shareholder Rights and Representation - Shareholders or their agents have the right to attend and speak at shareholder meetings, as well as exercise voting rights according to relevant laws and regulations [3]. - Shareholders can attend meetings in person or appoint agents to represent them, with the ability to authorize multiple representatives if specified in the authorization document [4]. - The voting rights for each share are one vote per share, and shareholders with multiple votes are not required to cast all votes in the same manner [6].