新股消息 | 天农食品拟港股上市 中国证监会要求补充说明股权变动等情况

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has requested additional documentation from Tian Nong Food regarding its equity changes, new shareholders, and business operations as part of its overseas listing application process [1][2][3][4]. Group 1: Equity Changes - The CSRC requires Tian Nong Food to clarify the compliance of its two capital reductions, including tax payments and payment of reduction consideration, and to provide a conclusive legal opinion on the legality of its establishment and historical equity changes [1]. - The company must investigate historical shareholding arrangements and the involvement of external advisors in employee stock ownership plans to ensure there are no conflicts of interest or compliance issues [1][2]. Group 2: New Shareholders - Tian Nong Food is asked to justify the reasonableness of the share prices for new shareholders over the past 12 months and to explain any discrepancies in these prices [2]. - The relationship between the new shareholder Guizhou Zhongken and the sponsor, China Merchants Securities, must be assessed to determine if it affects the independence of the intermediary [2]. Group 3: Business Operations - The company needs to detail its business scope, including financing consulting, internet data services, and property management, and confirm whether it has the necessary licenses and permits for these operations [2][3]. - Tian Nong Food must address the lack of required certifications for its breeding farms and the absence of necessary permits for pollution discharge, assessing whether these issues constitute significant legal violations that could hinder its listing [2][3]. Group 4: Compliance and Operations - The company is required to explain the compliance status of labor, social insurance, and housing fund contributions for itself and its subsidiaries [3]. - The progress of land use permits for construction projects and any ongoing litigation must be disclosed, along with their potential impact on daily operations and the listing process [3]. Group 5: Listing Process - Tian Nong Food must provide evidence that its Chongqing Daduo District smart agricultural product processing park does not fall under restricted categories as per the 2024 Industrial Structure Adjustment Guidance Catalog [3]. - The latest developments regarding the Guangdong Tian Nong integrated slaughtering and processing project must be reported, including compliance with domestic investment approval processes [3]. - The company should clarify whether the shares held by shareholders participating in the "full circulation" are subject to any pledges, freezes, or other rights defects [3]. Group 6: Company Background - Since its establishment in 2003, Tian Nong Food has evolved from a regional poultry farming enterprise to one of China's leading providers of high-quality meat and meat products, with a vertically integrated operation covering the entire value chain [4]. - According to a report by Frost & Sullivan, Tian Nong Food holds approximately 59.3% of the market share in China's Qingyuan chicken market as of 2024, surpassing all other providers combined, and ranks second among yellow feathered chicken providers in Guangdong Province [4]. - In the pig farming sector, the company ranks eighth among pig farming enterprises in Southwest China based on revenue and second among large-scale pig farming enterprises based on gross profit per head as of December 31, 2024 [4].