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 issued supplementary material requirements for 13 companies, including Tian Nong Food, which is preparing for an IPO on the Hong Kong Stock Exchange, highlighting concerns regarding equity changes, new shareholders, and business operations [1][2][3][4]. Group 1: Equity Changes - Tian Nong Food is required to clarify the compliance of its two capital reductions, including tax payments and payment of reduction consideration, and 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 legal compliance issues [1][2]. Group 2: New Shareholders - The company needs to justify the reasonableness of the share price for new shareholders over the past 12 months and explain any discrepancies in the entry prices [2]. - It must also clarify the relationship between new shareholder Guizhou Zhongken and the sponsor, China Merchants Securities, to assess any potential impact on the independence of the intermediary [2]. Group 3: Business Operations - Tian Nong Food is required to detail its business scope, including financing consulting, internet data services, and property management, and confirm whether it has the necessary qualifications and permits for these operations [2][3]. - The company must address issues related to its breeding farms, including the lack of necessary animal epidemic prevention certificates and pollution discharge registrations, and whether these constitute significant legal violations affecting the IPO [2][3]. Group 4: Compliance and Operations - The company must explain the compliance status of labor, social insurance, and housing fund contributions, as well as the progress of land use permits for construction projects and any ongoing litigation that may adversely affect operations [3]. - It is also required to disclose its involvement in developing websites and apps, the types of information provided, and measures for user data protection and security [3]. Group 5: IPO Details - Tian Nong Food must clarify that its Chongqing Daduo District smart agricultural product processing park does not fall under restricted categories as per the 2024 Industrial Structure Adjustment Guidance Directory [4]. - The company needs to provide updates on its Guangdong Tian Nong integrated slaughtering and processing project and confirm compliance with domestic investment approval processes [4]. - It must also disclose whether the shares held by shareholders participating in the "full circulation" are subject to pledges, freezes, or other rights defects [4]. Group 6: Previous IPO Attempts - The company is required to explain the specifics of its previous two A-share listing guidance filings and the reasons for their termination, as well as whether it plans to continue pursuing an A-share listing [4]. Group 7: Market Position - Since its establishment in 2003, Tian Nong Food has evolved from a regional poultry farming enterprise to a leading provider of high-quality meat and meat products in China, 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 for Qingyuan chicken in China, ranking second among all 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 based on gross profit per head among large-scale pig farming companies [4].