On September 24, information from the Shenzhen Stock Exchange showed that the review status of the initial public offering and main board listing of Guangxi Tiandi Biochemical Co., Ltd. (hereinafter referred to as "Tiandi Biochemical") was changed to terminated (withdrawn).
The Shenzhen Stock Exchange issued the "Decision on Terminating the Review of the Initial Public Offering and Main Board Listing of Guangxi Tiandi Biochemical Co., Ltd." on the same day. The document showed that because Tiandi Biochemical recently submitted an application to withdraw its IPO and main board listing application documents, the Shenzhen Stock Exchange decided to terminate the review of Tiandi Biochemical's IPO.
According to Shenzhen Stock Exchange information, Tiandi Biochemical's IPO application was accepted by the Shenzhen Stock Exchange on June 20, 2025, with Guohai Securities Co., Ltd. as the sponsor institution. On July 5, 2025, the Shenzhen Stock Exchange issued the first round of review inquiry letters; in the same month, the Securities Association of China announced the second batch of IPO on-site inspection lists for 2025, and Tiandi Biochemical was included. On July 20, 2026, the Shenzhen Stock Exchange issued the second round of review inquiry letters, and Tiandi Biochemical disclosed its second round inquiry response on August 31, 2026. From the disclosure of the second round inquiry response to the termination of the project, the interval was less than one month.
According to its official website, Tiandi Biochemical was established in 2001 and is a high-tech enterprise deeply engaged in three major business segments: pesticides, fertilizer-pesticides, and intelligent agricultural machinery. Its main business is the pesticide and fertilizer-pesticide segment. It wholly owns five pesticide designated enterprises and has more than 400 registered products, covering the prevention and control of diseases, insects, weeds, and rodents in major domestic grain and cash crops.
According to the prospectus, Tiandi Biochemical's IPO originally planned to raise approximately 630 million yuan. The fundraising investment projects were "Guangxi Shun'an Green Agricultural Chemicals and Supporting Processing Center Project (Phase I)," "Guangxi-ASEAN Economic and Technological Development Zone Production Base Green and Digital Transformation Project," "Henan Jintian Di Production Base Intelligent Transformation Project," "Regional R&D Center Construction Project," and "Agricultural Service Sales New Channel Empowerment Construction Project."
Tiandi Biochemical stated in the prospectus that all fundraising investment projects are carried out around Tiandi Biochemical's main business, mainly investing in R&D innovation, capacity expansion, upgrading and transformation of existing production lines, and expansion of sales channels, laying the foundation for the company's subsequent high-quality development.
In terms of performance, from 2023 to 2025, Tiandi Biochemical's operating revenue was 1.774 billion yuan, 1.750 billion yuan, and 1.721 billion yuan, respectively, and net profit attributable to the parent company was 229 million yuan, 249 million yuan, and 244 million yuan, respectively.
Regarding performance fluctuations, Tiandi Biochemical explained that the company's raw materials are mainly pesticide technical materials and fertilizers. The company's direct material costs account for a relatively high proportion of main business costs. Affected by the continuous decline in raw material prices during the reporting period, the company's pesticide formulation costs showed a continuous downward trend. Because the company adopts a cost-plus pricing model, the continuous decline in pesticide formulation costs caused the sales unit prices of the company's main products to continue to decline, which in turn led to a downward trend in the company's operating revenue.
Tiandi Biochemical stated that if raw material prices continue to fall in the future, the company's sales unit prices and operating revenue face the risk of further decline.
In terms of industry ranking, Tiandi Biochemical ranked 4th, 5th, 6th, and 8th in the pesticide formulation sales lists released by the China Pesticide Industry Association from 2023 to 2026, showing a slight decline year by year. In response, Tiandi Biochemical replied to the review inquiry that the company's overall ranking in the pesticide formulation sales list changed mainly due to adjustments in official statistical criteria. The pesticide formulation sales list included three integrated technical material and formulation enterprises, resulting in changes in the company's ranking.
As of the signing date of this prospectus, Guangxi Taihe Investment Co., Ltd. (hereinafter referred to as "Taihe Investment") is the controlling shareholder of Tiandi Biochemical, holding 32.57%. Li Weiguo, chairman of Taihe Investment, directly holds 5.47% of Tiandi Biochemical's shares and also holds 30.74% of Taihe Investment's shares, making him the controlling shareholder of Taihe Investment. Taihe Investment's director and general manager Ren Hongwei, director Wei Zhijun, and supervisor Xu Rui respectively hold 1.96%, 2.91%, and 2.09% of the issuer's shares, and also respectively hold 6.71%, 7.20%, and 3.74% of Taihe Investment's shares; Linghu Yanping, the younger sister of Li Weiguo's spouse, holds 0.08% of the issuer's shares. Based on the provisions of the "Concerted Action Agreement," Li Weiguo can control 48.39% of the voting rights of Taihe Investment's shares, enough to exert a significant impact on the resolutions of Taihe Investment's shareholders' meeting.
However, the provisions of the "Concerted Action Agreement" were subject to review inquiry. The Shenzhen Stock Exchange required it to demonstrate whether the agreement's provisions that "the term shall be until three years from the date of completion of listing" and "the maximum shall not exceed six years" might be contradictory.
Public information shows that on January 1, 2024, Li Weiguo signed the "Concerted Action Agreement" with Taihe Investment, Wei Zhijun, Ren Hongwei, Xu Rui, and Linghu Yanping. Article 6 stipulated the term of the agreement as follows: "This agreement shall take effect from the date of signature by all parties and shall remain effective until three years from the date of the company's public issuance of shares and listing within China. At the same time, the maximum term of this agreement shall not exceed six years."
According to the aforementioned provisions, the maximum term of the "Concerted Action Agreement" is until December 31, 2029. If the issuer does not complete listing before January 1, 2027, it cannot satisfy the provision that "the term shall be until three years from the date of completion of listing," and at this time "the term shall be until three years from the date of completion of listing" and "the maximum shall not exceed six years" are contradictory.
In response, Tiandi Biochemical replied that on March 20, 2026, the parties signing the "Concerted Action Agreement" issued a letter of commitment, promising to determine whether to renew the "Concerted Action Agreement" based on the term of the agreement and the issuer's IPO progress, so as to ensure that the concerted action relationship remains continuously effective for at least three years after the issuer's listing. That is, if the issuer does not complete listing before January 1, 2027, the parties promised to renew the "Concerted Action Agreement" before December 31, 2029, and after renewal, the term of the "Concerted Action Agreement" can cover three years after the issuer's listing. At the same time, on July 22, 2026, the parties signed the "Supplementary Agreement to the Concerted Action Agreement," deleting the expression "the maximum shall not exceed six years" and adjusting the term of the agreement to until three years from the date of the company's listing; it also stipulated that one month before expiration, the parties would negotiate whether to renew, thereby ensuring the stability of the concerted action relationship for at least three years after listing.