China Automotive Research Institute Co., Ltd
Prompt announcement of initial public offering and listing on GEM
Sponsor (lead underwriter): China Galaxy Securities Co.Ltd(601881)
The application of China Automotive Research automotive testing ground Co., Ltd. (hereinafter referred to as "China Automotive", "issuer" or "company") for initial public offering and listing on the gem has been examined and approved by the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"), It has been approved for registration by China Securities Regulatory Commission (zjxk [2022] No. 51). The letter of intent for the initial public offering and listing on the gem of China Automotive Research automotive testing ground Co., Ltd. and its annexes are disclosed on the website designated by the China Securities Regulatory Commission (cninfo, www.cn. Info. Com. CN; CSI, www.cs. Com. CN; China Securities, www.cn. Stock. Com; securities times, www.stcn. Com; Securities Daily, www.zqrb. CN.), It shall be kept at the domicile of the issuer, Shenzhen Stock Exchange and the recommendation institution (lead underwriter) China Galaxy Securities Co.Ltd(601881) (hereinafter referred to as "Galaxy Securities", "recommendation institution" or "recommendation institution (lead underwriter)") for public inspection.
Investors are kindly requested to pay attention to the issuance method, call back mechanism, online and offline subscription and payment, suspension of issuance, disposal of share abandonment, etc., and carefully read the announcement on initial public offering of shares and initial inquiry and promotion of China Automotive Research automobile proving ground Co., Ltd. on GEM published today (hereinafter referred to as the "announcement on preliminary inquiry and promotion"). The details are as follows:
1. The offline issuance and Subscription Date and the online subscription date are the same as February 24, 2022 (t day). Among them, the offline subscription time is 9:30-15:00, and the online subscription time is 9:15-11:30 and 13:00-15:00. Investors do not need to pay subscription funds when making online and offline subscription on February 24, 2022 (t day).
2. Investors are required to submit the preliminary inquiry materials and relevant registration materials to the galaxy securities registration system at 12:00 on the 12th of this year according to the registration conditions of galaxy securities, and all investors are required to log in to the system and submit them before 2:00 on the 12th of this year: https://investor.chinastock.com.cn.:8088 ）。
3. This issuance adopts directional placement to strategic investors (hereinafter referred to as "strategic placement") Offline inquiry and placement to qualified investors (hereinafter referred to as "offline issuance") and online pricing issuance to social public investors holding non restricted A-Shares and the market value of non restricted depositary receipts in Shenzhen market (hereinafter referred to as "online issuance").
The strategic placement of this offering is composed of other strategic investors (large enterprises or their subordinate enterprises with strategic cooperation relationship or long-term cooperation vision with the issuer) and related 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. Strategic placement" in the preliminary inquiry and promotion announcement for details of strategic placement.
4. The issuer and the recommendation institution (lead underwriter) will directly determine the issuance price by making a preliminary inquiry to qualified offline investors, and there will be no cumulative bidding inquiry offline.
5. Offline issuance objects: the offline issuance objects are securities companies, fund management companies, trust companies, finance companies, insurance companies, qualified foreign institutional investors and qualified private fund managers and other professional institutional investors registered with the China Securities Association.
6. Preliminary inquiry: the preliminary inquiry time of this issuance is 9:30-15:00 on February 18, 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 the inquiry, offline investors shall submit the pricing basis and other documents 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 the 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 specific reasons shall be filled in on the offline distribution electronic platform.
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.
In principle, offline investors shall not modify the price after quotation. If it is really necessary to modify the price, they shall re perform the quotation decision-making procedure, fully explain the reason for price change, the logical calculation basis of price change range, and whether the previous quotation has insufficient pricing basis and incomplete quotation decision-making procedure, and file relevant materials 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 90 million shares.
The maximum number of shares subscribed by each placing object in this offline issuance is 90 million shares, accounting for 44.81% 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 prudently and reasonably determine the price and quantity to be purchased. When participating in the preliminary inquiry, please pay special attention to whether the proposed subscription amount corresponding to the declared price and the proposed subscription quantity exceeds the asset scale or capital scale of February 11, 2022 (T-9) provided to the sponsor (lead underwriter) and reported on the subscription 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 exceeds the asset certification materials submitted to the recommendation institution (lead underwriter) or the corresponding asset scale or capital scale in the list of asset scale of the placing object, the recommendation institution (lead underwriter) has the right to determine that the subscription of the placing object is invalid.
Investors participating in the offline inquiry of China Automobile Corporation shall pass the asset certification materials through the offline investor reporting system of Galaxy Securities (login website: https://investor.chinastock.com.cn.:8088 ）Complete relevant information input and verification material upload. Investors are reminded that the recommendation institution (lead underwriter) will check whether there are prohibitions for offline investors before preliminary inquiry or placement, and require offline investors to provide commitments and supporting materials that meet the qualification requirements. If offline investors refuse to cooperate with the verification, fail to submit relevant materials completely, or the materials provided by them are not enough to exclude the existence of prohibitive circumstances, or do not meet the placement qualification after verification, the recommendation institution (lead underwriter) will refuse to accept their preliminary inquiry or make placement to them.
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 go through the offline issuance electronic platform after the page of the offline issuance electronic platform of Shenzhen Stock Exchange shows that "the preliminary inquiry of China Automobile Co., Ltd. has been started (to be started)" and before 9:30 a.m. on the day of the preliminary inquiry (February 18, 2022) (T-4)（ 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 need to truthfully submit proof materials of asset scale or capital scale to the recommendation institution (lead underwriter). Investors shall strictly comply with the regulatory requirements of the industry and reasonably determine the purchase scale, and the purchase amount shall not exceed the asset certification materials submitted to the sponsor (lead underwriter) or the corresponding asset scale or capital scale in the detailed list of asset scale of placement object, The amount of the assets to be sold shall be consistent with the total amount of the assets to be sold in the asset allocation statement. Among them, public funds, special fund accounts, asset management plans, private funds and other products shall provide valid certification materials of the total assets of the products (stamped with the official seal of the company or the seal of external certification agency) on the fifth working day before the preliminary inquiry date (February 11, 2022, T-9); The company's investment scale (the company's capital account should be stamped with the official seal as of February 11, 2029) (the company's self operated capital account should be provided with the official seal). If the proposed subscription amount of the placing object exceeds the asset scale or capital scale in the supporting materials submitted to the recommendation institution (lead underwriter) or the detailed statement of asset scale of the placing object, the recommendation institution (lead underwriter) has the right to reject or eliminate the price of the relevant placing object and submit it to the China Securities Association.
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:
During the preliminary inquiry period, investors shall truthfully fill in the asset scale or capital scale as of February 11, 2022 (T-9) in the offline issuance electronic platform of Shenzhen Stock Exchange before quotation. The asset scale or capital scale filled in by investors 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, and the purchase amount shall not exceed the corresponding asset scale or capital scale in the asset certification materials submitted to the sponsor (lead underwriter).
According to the inquiry results after excluding the invalid quotation, the quotation of all qualified offline investors' placing objects shall be from high to low according to the purchase price, from small to large according to the proposed purchase quantity of placing objects at the same purchase price, and from late to early according to the application time (the application time shall be subject to the records of the offline issuance electronic platform of Shenzhen Stock Exchange) at the same purchase price For the same purchase price, the same quantity to be purchased, and the same purchase time, the order of placing objects automatically generated by the offline issuance electronic platform of Shenzhen stock exchange is from the back to the front. The quotation of placing objects with the highest quotation is excluded, and the excluded proposed purchase amount is 1% of the total amount to be purchased by offline investors after excluding invalid quotation. 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) carefully and reasonably determine the issuance price, the final issuance quantity, the number of shares to be purchased, the effective subscription multiple, the issuer's industry, the market situation, the valuation level of Listed Companies in the same industry, the demand for raised funds and the underwriting risk Effective quotation investors and effective planned purchase quantity. 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 Guohao law firm (Beijing) 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.
8. Investment risk prompt arrangement: after the preliminary inquiry, If the issuing price determined by the issuer and the sponsor (lead underwriter) exceeds the announcement on the initial public offering of shares and listing on the gem of China Automotive Research automobile testing ground Co., Ltd. (hereinafter referred to as the "issuance announcement") The lower of the median and weighted average of the remaining quotations of offline investors after excluding the highest quotation and the median and weighted average of the quotations of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, The issuer and the sponsor (lead underwriter) will issue the special announcement on the investment risk of the initial public offering of shares and listing on the gem of China Automotive Research automobile testing ground Co., Ltd. (hereinafter referred to as the "special announcement on investment risk") before online subscription. At the same time, the relevant subsidiaries of the sponsor will participate in the strategic placement of this offering in accordance with relevant regulations.
If 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 investment risk before online subscription.
9. 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 from the initial public development of the issuer
