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].

Group 1 - The company has approved the global offering of H shares and related arrangements for listing on the Hong Kong Stock Exchange [1][2] - The board unanimously agreed to authorize relevant personnel to handle matters related to the H share issuance and listing [2] - The company has received regulatory approval from the China Securities Regulatory Commission for the H share issuance on May 15, 2025 [1] Group 2 - The company has revised its articles of association to comply with the requirements of the Hong Kong Central Clearing and Settlement System for the H share issuance [2] - The board has approved a credit limit application to banks not exceeding 1.2 billion yuan for operational and business development needs [2][3] - The actual financing amount will be determined based on the agreements made with banks within the approved credit limit [3]

| 第十一章 | 修改章程 | 46 | | --- | --- | --- | | 第十二章 | 附则 | 46 | 安井食品集团股份有限公司 章程 （草案） （H 股发行并上市后适用） | 第五章 | 董事会 24 | | --- | --- | | 第七章 | 监事会 35 | | 第八章 | 财务会计制度、利润分配和审计 37 | | 第九章 | 通知和公告 42 | | | 第二节 公告 43 | 安井食品集团股份有限公司章程（草案） 第一章 总则 第一条 为规范安井食品集团股份有限公司（以下简称"公司"）的公司组织和行 为，维护公司、股东和债权人的合法权益，根据《中华人民共和国公司法》（以下简 称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、《境 内企业境外发行证券和上市管理试行办法》《上市公司章程指引》《上海证券交易所 股票上市规则》《香港联合交易所有限公司证券上市规则》（以下简称"《香港上市 规则》"）和其他有关规定，制订本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司。 公司系由其前身厦门华顺民生食品有限公司（以下简称"厦门华顺民生"）整体 变更 ...

证券代码：603345 证券简称：安井食品 公告编号：临 2025-034 安井食品集团股份有限公司关于修订H股 发行上市后生效的《公司章程（草案）》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。 安井食品集团股份有限公司 董 事 会 2025 年 6 月 21 日 | | 股股东名册的副本备置于公司住所；受委 | 应当将 H 股股东名册的副本备置于公司 | | --- | --- | --- | | | 托的境外代理机构应当随时保证 股股东 H | 住所；受委托的境外代理机构应当随时 | | | 名册正、副本的一致性。备置于香港的 H | 保证 H 股股东名册正、副本的一致性。 | | | 股股东名册须可供股东查询，但可容许公 | 备置于香港的 股股东名册须可供股东 H | | | 司按照香港法例第 章《公司条例》第 622 | 查询，但可容许公司按照香港法例第 622 | | | 632 条等同的条款及公司股票上市地证券 | 章《公司条例》第 632 条等同的条款及 | | | 监管规则的规定暂停办理股东登记手续。 ...

证券代码：603345 证券简称：安井食品 公告编号：临 2025-033 安井食品集团股份有限公司 第五届董事会第十九次会议决议公告 根据公司 2024 年第四次临时股东会的授权，为本次发行上市之目的，董事 会同意根据香港中央结算有限公司的修改意见修订本次发行上市后适用的《安井 食品集团股份有限公司章程（草案）》。 表决结果为：9 票赞成；0 票反对；0 票弃权。 具体内容详见公司同日在上海证券交易所网站（http://www.sse.com.cn）发 布的《安井食品关于修订 H 股发行上市后生效的<公司章程（草案）>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。 安井食品集团股份有限公司（以下简称"公司"）于 2025 年 6 月 20 日在公 司会议室以现场加通讯的方式召开第五届董事会第十九次会议。公司于召开会议 前依法通知了全体董事，会议通知的时间及方式符合国家有关法律、法规及《公 司章程》的规定。会议由董事长刘鸣鸣主持，应出席董事 9 名，实际出席董事 9 名。经与会董事一致同意，形成决议如下： 一、审议 ...

Industry Policies Summary - The pre-prepared food industry in China has shown significant potential, especially during the COVID-19 pandemic, leading to rapid development and increased government focus on management and guidance [1][2] - Key areas of government focus include food safety regulation, industrial park planning, cold chain facility construction, and enhancing consumer consumption and innovation [2][5] National Level Policy Overview - The Chinese government has issued various policies to support and regulate the pre-prepared food industry, addressing food safety management, production base construction, and cold chain logistics [5][10] - Policies from multiple departments, including the State Council and Ministry of Commerce, emphasize the importance of food safety and the establishment of standards for pre-prepared food [5][10] Key National Policies and Interpretations - Policies include strict food safety regulations, the establishment of a unified national standard for pre-prepared food production, and the promotion of technological innovation in the industry [11][12] - The government aims to enhance the quality and safety of pre-prepared food through improved supervision and the establishment of a comprehensive food safety management system [11][12] Local Level Policy Overview - Various provinces have implemented specific policies to promote the development of the pre-prepared food industry, focusing on building production bases, enhancing quality, and fostering innovation [13][15] - For example, Shandong aims to cultivate over ten leading enterprises with a market value of over 10 billion yuan by 2025, while Anhui targets a pre-prepared food industry scale exceeding 120 billion yuan [13][15] Future Development Goals - The government has set ambitious goals for the pre-prepared food industry, including the establishment of a robust cold chain logistics network and the promotion of high-quality development through technological advancements [8][10] - By 2025, the aim is to create a competitive and sustainable pre-prepared food industry that meets consumer demands and contributes to economic growth [8][10]