IPO News | Tiannong Foods plans to list on Hong Kong stocks, China Securities Regulatory Commission requests additional explanation of shareholding changes, etc.
The Zhitong Finance App learned that on January 5, the China Securities Regulatory Commission issued the “Supplementary Material Requirements for Overseas Issuance and Listing (December 29, 2025 to January 4, 2026)”. The International Department of the Securities Regulatory Commission issued supplementary material requirements for 13 companies. In the announcement, the Securities Regulatory Commission requested Tiannong Foods to provide additional explanations on shareholding changes, new shareholders, and business operations. According to the Hong Kong Stock Exchange's disclosure on October 30, 2025, Guangdong Tiannong Group Co., Ltd. (“Tiannong Food” for short) submitted a listing application to the main board of the Hong Kong Stock Exchange, and China Merchants Securities International is its sole sponsor.
The China Securities Regulatory Commission requested Tiannong Foods to further explain the following matters, and ask lawyers to check and issue clear legal opinions:
1. Regarding changes in equity: (1) Please explain the procedural compliance of the company's two capital cuts, payment of relevant taxes and fees, and issue clear concluding opinions on the legal compliance of the company's establishment and previous equity changes; (2) Please verify the company's historical share ownership situation in accordance with the “Guidelines for the Application of Regulatory Rules - Overseas Issuance and Listing Class No. 2”; (3) Please verify the existence of the company's external advisors participating in the company's shareholding plan in accordance with the requirements of the “Guidelines for the Application of Regulatory Rules - Overseas Issuance and Listing Class No. 2” Transfer of benefits, whether it is legal and compliant Issue clear concluding comments.
2. Regarding the new shareholders: (1) Please explain the rationality of the shareholding prices of the new shareholders in the last 12 months, the reasons for the differences in these share prices, and whether there are any abnormal share considerations; (2) Please explain whether the relationship between the new shareholder Guizhou Zhongken and the sponsor China Merchants Securities affects the independence of the intermediary agency and whether it complies with the listing rules.
3. Regarding business operations: (1) Please indicate whether the business scope of the company and its subsidiaries includes the specific situation of “financing consulting services, Internet data services, Internet information services, property management”, whether they have actually carried out related business and specific operating conditions, whether the necessary qualifications have been obtained, whether the scope of business and actual business development involves areas where foreign investment is restricted or prohibited, and whether the maximum foreign shareholding ratio requirements before and after this issuance and “full circulation”; (2) Please indicate whether the farms operated by the company and its subsidiaries have not processed the “Animal” The “Certificate of Compliance with the Epidemic Prevention Conditions”, the failure to obtain a livestock and poultry farming code, the specific situation of not obtaining a special certificate issued by the relevant competent authority for the use of a third party sewage permit/fixed pollution source sewage discharge registration or agricultural land filing, and the specific situation where the temporary loading and unloading site did not apply for a “Port Operation License”. Whether the above situation constituted a major violation of laws and regulations, and whether it posed a substantial obstacle to the current issuance and listing.
4. Regarding the standardized operation situation: (1) Please explain the labor, social insurance and housing provident fund compliance of the company and its subsidiaries; (2) Please explain the progress of the procedures for the use of woodland for projects under construction by the company and its subsidiaries, the specific circumstances and latest developments in pending lawsuits. Whether the above situation has had a significant adverse impact on daily operations and whether it poses a substantial obstacle to this listing; (3) Please explain whether the company and its subsidiaries are involved in the development and operation of websites, mini-programs, apps, public account products, etc. Whether it involves providing information content to third parties, providing the types of information content, and information content security protection measures; at the same time, explain the scale of collected and stored user information, data collection and use, and arrangements or measures for personal information protection and data security before and after listing.
5. Regarding this issuance and listing: (1) Please explain in conjunction with the details of the specific project that Chongqing Dadukou Tiannong Digital Intelligent Agricultural Products Processing Industrial Park is not a specific basis for restricted business as stipulated in the “Industrial Structure Adjustment Guidance Catalogue (2024 edition)”; (2) Please explain the latest progress of the company's Guangdong Tiannong Digital Intelligence Slaughter and Processing Integration Project, as well as the implementation of domestic investment approval, approval or filing procedures; (3) Please explain whether the shares held by shareholders who intend to participate in “full circulation” have been pledged, frozen or otherwise flawed.
6. Please explain the specific circumstances and reasons for the termination of the company's A-share listing guidance and filing twice in the early stages, whether it will continue to advance the A-share listing plan and specific arrangements, and whether there are any circumstances that have had a significant impact on this issuance and listing.
According to the prospectus, since its establishment in 2003, Tiannong Foods has gradually developed from a regional poultry farming enterprise to one of the leading providers of high-quality meat and meat products in China. The company has built a vertically integrated full-industry chain operation system around core products such as Qingyuan chicken, pigs and related meat products. The company's business model covers the entire value chain, including breeding, breeding, ecological farming (through self-operated farm models and family farm models), feed production, slaughter, food processing, and brand marketing.
As mentioned in the prospectus, the Frost & Sullivan report shows that in 2024, Tiannong Foods will account for about 59.3% of the Qingyuan chicken market in China, surpassing all other Chinese Qingyuan chicken suppliers combined, and ranked second among all yellow feather broiler providers in Guangdong Province. In terms of pig business, according to the Frost & Sullivan report, Tiannong Foods ranked 8th among pig breeding companies in southwestern China based on revenue as of December 31, 2024, and ranked 2nd among large-scale pig breeding enterprises in China in terms of gross profit of single pigs as of December 31, 2024.