According to the new overseas listing and filing regulations for domestic companies that came into effect on March 31, 2023, companies chose to list H-shares in Hong Kong. The original path of big and small is a thing of the past. Companies listed overseas can directly submit a prospectus, and the roadmap will be replaced by a “filing notice”.
On January 19, the International Cooperation Department of the China Securities Regulatory Commission issued a filing notice on Mengjinyuan Gold and Jewelry Group Co., Ltd.'s overseas issuance and “full circulation” of domestic unlisted shares (Letter of State Cooperation Letter (2024) No. 138). According to the overseas listing filing schedule issued by the China Securities Regulatory Commission, the application type for Mengjinyuan Gold Jewelry is direct overseas listing, and the filing acceptance date is October 18, 2023. CITIC Securities is its sole sponsor, and Jiayuan is its domestic lawyer.
The details of the filing notice are as follows:
Mengjinyuan Gold & Jewelry Group Co., Ltd.:
We have received the filing materials for your company's overseas issuance and “full circulation” of domestic unlisted shares. According to regulations such as the “Securities Law of the People's Republic of China”, “Trial Measures on the Administration of Overseas Issuance and Listing of Domestic Securities by Domestic Enterprises”, and “H Share Company Domestic Unlisted Shares Application for “Full Circulation” Business Guidelines, etc., I will notify the filing matters as follows:
1. Your company intends to issue no more than 87,808,800 overseas listed common shares and list them on the Hong Kong Stock Exchange.
2. The five shareholders of your company intend to convert a total of 14,306,666 domestic unlisted shares into overseas listed shares and list them for circulation on the Hong Kong Stock Exchange. The names of shareholders and the number of conversions are attached.
3. From the date this filing notice is issued until the end of this overseas issuance and listing, if important matters occur in your company, it shall be reported through the China Securities Regulatory Commission's filing management information system in accordance with the relevant regulations on overseas issuance and listing of domestic enterprises.
4. Within 15 working days after completing the overseas issuance and listing of your company, you should report on the issuance and listing status through the China Securities Regulatory Commission's filing management information system. Your company should strictly abide by relevant domestic and foreign laws, regulations and rules in the process of issuing, listing, and share conversion abroad.
5. If your company has not completed the overseas issuance, listing and share conversion within 12 months from the date this filing notice is issued, and plans to continue, the filing materials should be updated.
This filing notice only confirms the company's overseas issuance and “full circulation” filing information. It does not indicate that the China Securities Regulatory Commission makes a substantial judgment or guarantee on the investment value of the enterprise's securities or the investor's income, nor does it indicate that the China Securities Regulatory Commission guarantees or determines the authenticity, accuracy, and completeness of the enterprise's filing materials.
Attachment: Names of “Fully Circulated” Shareholders and Number of Conversions
China Securities Regulatory Commission International Cooperation Department
January 17, 2024
Attachments:
serial number | Shareholder's name | Apply for fully tradable shares (shares) |
! 1 | CITIC Securities Investment Co., Ltd. | 4,166,666 |
2 | Zhao Duxue | 4,000,000 |
3 | Huang Yi | 3,500,000 |
4 | Zhang Yi Zhen | 2,300,000 |
5 | Zhang Jianjun | 340,000 |
summation | 14,306,666 | |
According to the Hong Kong Stock Exchange listing rules, companies are required to submit a “Notice of Filing” at least 4 business days before the date of approval of the hearing, which means that Mengjinyuan Gold & Jewellery has obtained the preliminary requirements for the Hong Kong listing hearing, or that the listing hearing on the Hong Kong Stock Exchange will soon be held.
Dream Golden Garden Gold Jewelry submitted a prospectus on September 28, 2023. The main intermediary teams listed include: CITIC Securities as its sole sponsor; Deloitte as its auditor; Jiayuan and Jiayuan (Hong Kong) as its Chinese lawyers and corporate Hong Kong lawyers respectively; Jingtian Gongcheng and Nilida as its Chinese lawyers and Hong Kong lawyers for the brokerage firm; and Frost Sullivan as its industry advisors.
Dream Jinyuan Gold Jewelry, formerly known as Changle Huaye Jewelry, was founded by Mr. Wang Zhongshan and Ms. Zhang Xiuqin in 2000. According to Frost & Sullivan, as of the last practical date, Dream Gold & Jewelry is China's leading original gold and jewelry brand manufacturer (OBM) and one of the few companies that have achieved full value chain operation. It has won many awards, including the 2023 Top 500 Most Influential Brands in Asia and the 500 Most Valuable Brands in China in 2022. The brand of Mengjinyuan Gold Jewelry is “Dream Jinyuan”, and the market position is China's high-purity fine jewellery expert. Dream Jinyuan Gold Jewelry mainly sells products to customers through an offline sales network composed of franchise stores and self-operated stores, and also provides products to customers through online sales on e-commerce platforms. As of June 30, 2023, the sales network of Mengjinyuan Gold & Jewelry covers 2,756 franchised stores, 35 self-operated stores, 7 direct service centers and 17 provincial agents, as well as the consumer network of online stores on mainstream e-commerce platforms.
Link to the Mengjinyuan Gold and Jewelry prospectus:
