Shenzhen Han nationality Numerical Control Technology Co., Ltd
Initial public offering and listing on GEM
Preliminary inquiry and promotion announcement
Sponsor (lead underwriter): Citic Securities Company Limited(600030)
hot tip
Shenzhen Han Numerical Control Technology Co., Ltd. (hereinafter referred to as “Han numerical control”, “issuer” or “company”) in accordance with the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) (hereinafter referred to as the “measures for the administration”) Measures for the administration of the registration of initial public offerings on the gem (Trial) (CSRC order [No. 167]) (hereinafter referred to as the “Registration Measures”), special provisions on the issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21) (hereinafter referred to as the “special provisions”) Detailed rules for the implementation of securities issuance and underwriting business of initial public offering on the gem of Shenzhen Stock Exchange (SZS [2021] No. 919) (hereinafter referred to as “detailed rules for the implementation of business”) Detailed rules for the implementation of online issuance of initial public offerings in Shenzhen market (SZS [2018] No. 279) (hereinafter referred to as “detailed rules for the implementation of online issuance”) and detailed rules for the implementation of offline issuance of initial public offerings in Shenzhen market (revised in 2020) (SZS [2020] No. 483) (hereinafter referred to as “detailed rules for the implementation of offline issuance”) Relevant provisions such as the code for underwriting initial public offerings under the registration system (zxsf [2021] No. 213) (hereinafter referred to as the “underwriting code”), the rules for the administration of offline investors in initial public offerings under the registration system (zxsf [2021] No. 212) (hereinafter referred to as the “rules for the administration of offline investors”), etc, And the relevant provisions of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on stock issuance and listing rules and the latest operation guidelines, organize the implementation of initial public offering and listing on GEM.
This preliminary inquiry and offline issuance are conducted through the offline issuance electronic platform of Shenzhen Stock Exchange (hereinafter referred to as “offline issuance electronic platform”) and the registration and settlement platform of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “China Clearing Shenzhen Branch”). Offline investors are invited to carefully read this announcement. For details of preliminary inquiry and offline issuance, please refer to the website of Shenzhen Stock Exchange (www.szse. CN.) The detailed rules for the implementation of offline issuance and other relevant provisions.
Investors are kindly requested to focus on the issuance process, online and offline subscription and payment, disposal of share abandonment, etc. the specific contents are as follows:
1. This issuance adopts directional placement to strategic investors (hereinafter referred to as “strategic placement”) (if any) Offline inquiry placement to qualified investors (hereinafter referred to as “offline issuance”) and online pricing issuance to social public investors holding non restricted A-share shares or market value of non restricted depositary receipts in Shenzhen market (hereinafter referred to as “online issuance”).
The strategic placement (if any), preliminary inquiry and online and offline issuance of this offering shall be organized and implemented by the sponsor (lead underwriter) Citic Securities Company Limited(600030) (hereinafter referred to as “sponsor (lead underwriter)” or ” Citic Securities Company Limited(600030) “). The preliminary inquiry and offline distribution are conducted through the offline distribution electronic platform（ https://eipo.szse.cn. ）And the implementation of the registration and settlement platform of China Clearing Shenzhen Branch; Online issuance is conducted through the trading system of Shenzhen Stock Exchange (hereinafter referred to as the “trading system”).
The strategic placement of this offering is composed of the relevant subsidiaries of the sponsor (if any). If the offering price exceeds the median and weighted average of the offline investors’ quotation after excluding the highest quotation, as well as the Securities Investment Fund (hereinafter referred to as “public fund”), the National Social Security Fund (hereinafter referred to as “social security fund”) and the basic old-age insurance fund (hereinafter referred to as “pension”) established through public offering after excluding the highest quotation The enterprise annuity fund (hereinafter referred to as “enterprise annuity fund”) established in accordance with the measures for the administration of enterprise annuity fund and the insurance fund (hereinafter referred to as “insurance fund”) in accordance with the measures for the administration of the use of insurance funds and other provisions, whichever is lower, and the relevant subsidiaries of the sponsor will participate in the strategic placement of this offering in accordance with the relevant provisions, See “II. Relevant arrangements of strategic placement” in this announcement for relevant information of strategic placement.
2. The issuer and the recommendation institution (lead underwriter) will directly determine the issuance price through the offline preliminary inquiry, and the offline cumulative bidding inquiry will not be conducted.
3. Offline issuers: securities companies, fund management companies, trust companies, finance companies, insurance companies, qualified overseas institutional investors, private equity fund managers and other professional institutional investors who meet the conditions and requirements determined in the offline investor management rules.
4. Preliminary inquiry: the preliminary inquiry time of this issuance is 9:30-15:00 on February 10, 2022 (T-4). Within the above-mentioned time, qualified offline investors can fill in and submit the purchase price and the proposed purchase quantity through the offline issuance electronic platform of Shenzhen Stock Exchange.
Before this preliminary inquiry, offline investors shall submit the pricing basis and the suggested price or price range given in the internal research report through the offline issuance electronic platform of Shenzhen Stock Exchange. Offline investors who fail to submit the pricing basis and suggested price or price range before the inquiry shall not participate in this inquiry.
Investors participating in the offline inquiry of gem can fill in different quotations for multiple placing objects under their management. Each offline investor can fill in up to 3 quotations, and the highest quotation shall not be higher than 120% of the lowest quotation. The quotation of offline investors and their managed placing objects shall include the price per share and the number of shares to be purchased corresponding to the price. There can only be one quotation for the same placing object. Once the relevant declaration is submitted, it shall not be revoked in its entirety. If the quotation needs to be adjusted due to special reasons, the quotation decision-making procedure shall be performed again, and the logical calculation basis of the reason for price change and the range of price change shall be filled in on the offline issuance electronic platform of Shenzhen Stock Exchange, as well as whether the previous quotation has insufficient pricing basis and incomplete quotation decision-making procedure, and the relevant materials shall be archived for future reference.
The minimum change unit of the declared price of offline investors is 0.01 yuan. In the preliminary inquiry stage, the minimum number of offline placement objects to be purchased is set as 1 million shares, and the minimum change unit of the number of offline placement objects to be purchased is set as 100000 shares, that is, the part where the number of offline placement objects designated by offline investors exceeds 1 million shares must be an integral multiple of 100000 shares, The proposed subscription amount of each placing object shall not exceed 15 million shares.
The maximum number of shares subscribed by each placing object in this offline issuance is 15 million shares, accounting for about 46.99% of the initial offline issuance. Offline investors and their managed placing objects shall strictly comply with the regulatory requirements of the industry, strengthen risk control and compliance management, and carefully and reasonably determine the purchase price and quantity. When participating in the preliminary inquiry, please pay special attention to whether the subscription amount corresponding to the declared price and the subscription quantity exceeds the asset scale or capital scale of January 27, 2022 (T-9) provided to the sponsor (lead underwriter) and reported on the offline issuance electronic platform of Shenzhen Stock Exchange.
If the recommendation institution (lead underwriter) finds that the placing object does not comply with the industrial regulatory requirements and applies for purchase beyond the corresponding asset scale or capital scale in the asset certification materials submitted to the recommendation institution (lead underwriter), the subscription of the placing object is invalid.
Investors participating in this Han’s CNC offline inquiry shall pass the asset certification materials through the Citic Securities Company Limited(600030) IPO offline investor qualification verification system (website: https://www.citics.com./ipo/login/index.html ）Submit to the sponsor (lead underwriter). If the investor refuses to cooperate in the verification, fails to submit relevant materials completely, or the materials submitted are not enough to exclude its participation in the offline issuance prohibited by laws, regulations and normative documents, the issuer and the recommendation institution (lead underwriter) will refuse its participation in the offline issuance, treat its quotation as an invalid quotation, or refuse the placement, It shall be disclosed in the issuance announcement. If offline investors participate in the offline issuance of new shares in violation of regulations, they shall bear all the responsibilities arising therefrom.
Special tip 1: in order to promote the prudent quotation of offline investors, the Shenzhen Stock Exchange has added the pricing basis verification function on the offline issuance electronic platform. Offline investors are required to operate according to the following requirements:
Offline investors need to display “Han’s CNC preliminary inquiry has been started (to be started)” on the offline issuance electronic platform page of Shenzhen Stock Exchange and before 9:30 a.m. of the day of preliminary inquiry, through the offline issuance electronic platform（ https://eipo.szse.cn. ）Submit the pricing basis and fill in the suggested price or price range. Offline investors who fail to submit the pricing basis and suggested price or price range before the inquiry shall not participate in the inquiry.
Offline investors shall quote according to the recommended price or price range given in the internal research report. In principle, they shall not exceed the recommended price range in the research report.
Special tip 2: offline investors and their managed placing objects should strictly abide by the industrial regulatory requirements, truthfully submit the proof materials of asset scale or capital scale to the sponsor (lead underwriter), and ensure that the “detailed list of asset scale of placing objects” filled in by them is consistent with the corresponding asset proof amount in the above-mentioned proof materials, And the subscription amount of the placing object shall not exceed the corresponding asset scale or capital scale in the above supporting materials and the “list of asset scale of the placing object”. If the placing objects are public funds, special fund accounts, asset management plans, private funds and other products, the total assets of the products on the fifth trading day before the preliminary inquiry date, that is, January 27, 2022 (T-9); If the placing object is a self operated investment account, the capital scale description of the self operated account issued by the company on the fifth trading day before the preliminary inquiry date, i.e. January 27, 2022 (T-9), shall prevail. The above certification materials shall be stamped with the official seal of the company or the official seal of external certification authority.
Special tip 3: in order to promote the prudent quotation of offline investors and facilitate the verification of the asset scale of offline investors on the gem, offline investors are required to operate according to the following requirements: before the preliminary inquiry, investors must issue an electronic platform offline of the Shenzhen Stock Exchange（ https://eipo.szse.cn. ）Truthfully fill in the asset scale or capital scale as of January 27, 2022 (T-9). The asset scale or capital scale filled in by the investor shall be consistent with the amount in the asset scale or capital scale certification materials submitted to the sponsor (lead underwriter). Investors shall strictly comply with the regulatory requirements of the industry and reasonably determine the purchase scale. The purchase amount shall not exceed the corresponding asset scale or capital scale in the asset certificate submitted to the sponsor (lead underwriter).
5. Provisions on offline rejection ratio: after the preliminary inquiry, the issuer and the recommendation institution (lead underwriter) shall, according to the preliminary inquiry results of eliminating the quotations that do not meet the requirements of investors, quote all the placing objects from high to low according to the subscription price, and from small to large according to the proposed subscription quantity of the placing objects at the same subscription price For the same purchase price and the same proposed purchase quantity, it shall be sorted from late to early according to the application time (subject to the time record in the offline issuance electronic platform of Shenzhen Stock Exchange), the same proposed purchase price, the same proposed purchase quantity and the same purchase time according to the order of distribution objects automatically generated by the offline issuance electronic platform of Shenzhen Stock Exchange from back to front, Excluding the quantity of the highest quotation in the total amount to be purchased, the excluded amount to be purchased is 1% of the total amount to be purchased by offline investors. When the lowest price of the highest declared price to be excluded is the same as the determined issue price, the subscription on this price will not be excluded. The excluded part shall not participate in offline subscription.
After excluding the highest part of the quotation, the issuer and the recommendation institution (lead underwriter) will negotiate and determine the issuance price, the number of investors with effective quotation and the number of effective proposed subscription based on the factors such as the effective subscription multiple, the valuation level of comparable companies in the industry, the issuer’s industry, the issuer’s fundamentals, market conditions, demand for raised funds and underwriting risk. The number of effective offline investors determined by the issuer and the recommendation institution (lead underwriter) in accordance with the above principles shall not be less than 10.
Effective quotation refers to the quotation declared by offline investors that is not lower than the issuance price determined by the issuer and the recommendation institution (lead underwriter), which is not excluded as the highest quotation, and meets other conditions determined and announced in advance by the issuer and the recommendation institution (lead underwriter). Offline investors who submit valid quotations during the preliminary inquiry can and must participate in offline subscription. The sponsor (lead underwriter) has hired Beijing Deheng Law firm to witness the whole process of this issuance and underwriting in real time, and will express clear opinions on the compliance and effectiveness of offline investor qualification, inquiry, pricing, placement, fund allocation, information disclosure and other relevant situations.
6. Investment risk prompt arrangement: if the issuing price exceeds the median and weighted average of offline investors’ quotation after excluding the highest quotation, and the median and weighted average of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, whichever is lower, Or the price earnings ratio corresponding to the pricing of this offering is higher than the average price earnings ratio of the secondary market of comparable listed companies in the same industry (the static average price earnings ratio of the same industry in the latest month published by China Securities Index Co., Ltd.), The issuer and the sponsor (lead underwriter) will issue the special announcement on the investment risk of Shenzhen Han’s CNC Technology Co., Ltd. in its initial public offering and listing on the gem (hereinafter referred to as the “special announcement on investment risk”) before online subscription, stating in detail the rationality of pricing and reminding investors to pay attention to investment risks.
7. Restricted period arrangement: among the stocks issued this time, the stocks issued online have no circulation restrictions and restricted period arrangement, and can be circulated from the date of listing of the stocks issued this time on the Shenzhen Stock Exchange.
The offline issuance part adopts the proportional sales restriction method, and the offline investors shall promise that the sales restriction period of 10% (rounded up) of the number of shares allocated to them is 6 months from the date of the issuer’s initial public offering and listing. That is, among the shares allocated to each placing object, 90% of the shares are sold indefinitely and can be circulated from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange; The sales restriction period of 10% of the shares is 6 months, and the sales restriction period starts from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange.
When offline investors participate in the preliminary inquiry and quotation and offline purchase, they do not need to fill in the arrangement of the restricted sale period for the placing objects under their management. Once the quotation is made, it is deemed to accept the arrangement of the online restricted sale period disclosed in this announcement.
See “II. Relevant arrangements for strategic placement” in this announcement for the arrangement of the restricted period of strategic placement shares.
8. Market value requirements:
