According to the new regulations on Overseas listing records for domestic enterprises effective from March 31, 2023, companies opting for a Listing in Hong Kong H-shares have made the previous small and large routes a thing of the past. Enterprises can directly submit a prospectus for Overseas listing, and the large route will be replaced by a " Filing Notice".
On December 13, 2024, the International Cooperation Department of the China Securities Regulatory Commission issued a notification on the filing for overseas issuance and listing by Jiaxin International Resources Investment Limited.
The filing notice is as follows:
Jiaxin International Resources Investment Limited:
The overseas issuance and listing filing materials submitted by your company's domestic operational entity, Jiaxin (Zhuhai Hengqin) Technology Service Co., Ltd., have been received. According to the Securities Law of the People's Republic of China and the Trial Measures for Administration of Issuing Securities and Listing by Domestic Enterprises Overseas, the following notifications regarding the filing matters are provided:
1. Your company intends to issue no more than 124,962,400 ordinary shares and list them on the Hong Kong Stock Exchange, and intends to issue no more than 1,317,600 ordinary shares and list them on the Astana International Exchange in Kazakhstan.
2. From the date of this filing notice to the end of this overseas issue and listing, if any significant event occurs, your company shall report it through the China Securities Regulatory Commission filing management information system in accordance with relevant regulations on domestic enterprises' overseas issuance and listing.
3. Within 15 working days after your company completes the overseas issuance and listing, you should report the issuance and listing situation through the China Securities Regulatory Commission's filing management information system. Your company should strictly abide by relevant laws, regulations and rules at home and abroad during the overseas issuance and listing process.
4. If your company fails to complete the overseas issue and listing within 12 months from the date of this filing notice and plans to continue, it shall update the filing materials.
This filing notice only confirms the filing information for enterprises' overseas issue and listing, and does not indicate that the China Securities Regulatory Commission has made any substantive judgment or guarantee on the investment value of the enterprise's securities or the return on investment of investors, nor does it indicate that the China Securities Regulatory Commission has guaranteed or recognized the authenticity, accuracy and completeness of the enterprise's filing materials.
International Cooperation Department of China Securities Regulatory Commission
December 12, 2024.
Jiaxin International submitted its prospectus to the Hong Kong Stock Exchange on August 19, 2024, and its main underwriting team includes: China International Capital Corporation as the exclusive sponsor; PwC as its auditor; Global and Hogan Lovells as its Chinese and Hong Kong and U.S. legal advisors respectively; Tongshang and Shengde as its brokerage Chinese and Hong Kong and U.S. legal advisors respectively; SRK Consulting as its independent technical advisor; and Frost & Sullivan as its industry advisor.
Jiaxin International, established in 2014, is a tungsten mining company located in Kazakhstan, focusing on the development of the Bakuta tungsten mining project. According to Frost & Sullivan, as of June 30, 2024, the Bakuta tungsten mine is the largest open-pit tungsten deposit globally, with the fourth-largest WO₃ resource in the world, having the largest designed tungsten production capacity in a single tungsten mine. According to an independent technical report by SRK Consulting as of June 30, 2023, under JORC rules, Jiaxin International's Bakuta tungsten mine has an estimated resource of approximately 0.11 billion tons of ore containing 0.211% WO₃ (equivalent to 0.2332 million tons of WO₃), which includes 98.5 million tons of controlled resources (0.209% WO₃) and 11.9 million tons of inferred resources (0.228% WO₃. According to JORC guidelines, the credible reserves of the Bakuta tungsten mine are 70.8 million tons of ore with an average grade of 0.205% WO₃, equivalent to 0.1454 million tons of WO₃).
The prospectus shows that in Jiaxin International's pre-listing shareholder structure, Jiangxi Copper (00358.HK, 600362.SH) holds 41.65% through Jiangxi Copper Hong Kong; Mr. Liu Zijia's Hengzhao International ultimately controls 43.35%; China Railway Construction Corporation (01186.HK, 601186.SH) holds 10% and 5% through China Railway Investment and China Railway Hong Kong respectively.
Link to Jiaxin International's prospectus:
https://www1.hkexnews.hk/app/sehk/2024/106726/documents/sehk24081901554_c.pdf
