China Automotive Research Institute Co., Ltd
Initial public offering and listing on GEM preliminary inquiry and promotion announcement
Sponsor (lead underwriter): China Galaxy Securities Co.Ltd(601881)
hot tip
In accordance with the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) (hereinafter referred to as the "administrative measures") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") Regulations such as the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (CSRC order [No. 167]), the 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"), The China Securities Association (hereinafter referred to as the "association") promulgated the code for underwriting initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 213), the rules for the administration of offline investors in initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 212) (hereinafter referred to as the "rules for the administration of offline investors") Detailed rules for the administration of offline investors in initial public offering (zxsf [2018] No. 142), detailed rules for the placement of initial public offering (zxsf [2018] No. 142), Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") promulgated the detailed rules for the implementation of the issuance and underwriting business of initial public offering of securities on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919, hereinafter referred to as "detailed rules for the implementation of business") Rules for the implementation of online issuance of initial public offerings in Shenzhen market (SZS [2018] No. 279, hereinafter referred to as "rules for the implementation of online issuance"), 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 "rules for the implementation of offline issuance") and other relevant laws and regulations Regulatory provisions, self-discipline rules and other documents, as well as the relevant provisions of the Shenzhen Stock Exchange on stock issuance and listing rules and the latest operation guidelines, organize the implementation of IPO and listing on GEM.
The initial inquiry and offline issuance of this offering are conducted through the offline issuance electronic platform of Shenzhen Stock Exchange (hereinafter referred to as the "offline issuance electronic platform") and the registration and settlement platform of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as the "Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.). Please read this announcement carefully. 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 method, call back mechanism, online and offline subscription and payment, suspension of issuance, disposal of share abandonment, etc. the main contents are as follows:
1. Issuance method: 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, preliminary inquiry and online and offline issuance of this offering are organized by China Galaxy Securities Co.Ltd(601881) (hereinafter referred to as "Galaxy Securities" or "sponsor (lead underwriter)", and the preliminary inquiry and online and offline issuance are through the online and offline issuance electronic platform（ https://eipo.szse.cn. ）And the implementation of the registration and settlement platform of China Clearing Shenzhen Branch; Online issuance is implemented through the trading system of Shenzhen Stock Exchange. Online investors are requested to carefully read this announcement and the detailed rules for the implementation of online issuance published by Shenzhen Stock Exchange.
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 (contingent). 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 this announcement for relevant information of strategic placement.
2. 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.
3. 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 this inquiry.
4. 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.
5. Multi file quotation of the same Investor: This preliminary inquiry is conducted by reporting the proposed purchase price and the proposed purchase quantity at the same time. The offline investor quotation shall include the price per share and the proposed purchase quantity corresponding to the price. Offline investors participating in the inquiry 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 minimum change unit of the declared price of offline investors is 0.01 yuan. 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 internal 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 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.
6. Requirements for offline investors to participate in inquiry verification: Investors Participating in the offline inquiry of China Automobile Corporation shall complete relevant information input and verification material upload through the offline investor reporting system of galaxy securities before 12:00 on February 17 (T-5) 2022. 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 the offline investors refuse to cooperate with the verification or the materials provided by them are insufficient 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 place a placement with 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 on the fifth trading day before the preliminary inquiry date (February 11, 2022, T-9) (stamped with the official seal of the company or the seal of external certification authority); The self operated investment account shall provide the explanatory materials of the capital scale of the self operated account issued by the company (the capital scale is up to February 11, 2022, T-9) (stamped with the official seal of the company). 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).
7. Provisions on offline rejection ratio: after the preliminary inquiry, the issuer and the recommendation institution (lead underwriter) shall, according to the inquiry results after excluding the invalid quotation, quote the price of all qualified offline investors' placement objects from high to low according to the subscription price, and from small to large according to the proposed subscription quantity of placement 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 (the application time shall be subject to the records of the offline issuance electronic platform of Shenzhen Stock Exchange), the same proposed purchase quantity at the same purchase price and the same application time according to the order of the placing objects automatically generated by the offline issuance electronic platform of Shenzhen Stock Exchange from back to front, excluding the quotation of the placing objects with the highest quotation, The proposed subscription amount excluded is 1% of the total proposed subscription amount of offline investors after excluding invalid quotations. 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 online and 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 issuance price determined by the issuer and the recommendation institution (lead underwriter) exceeds the median and weighted average of the remaining quotations of offline investors after excluding the highest quotation, as well as the public funds, social security funds, pensions For the lower of the median or weighted average of the quoted prices of enterprise annuity funds and insurance funds, 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, Meanwhile, the relevant subsidiaries of the sponsor (lead underwriter) 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. Arrangement of restricted sale period: among the stocks issued this time, the stocks issued online have no circulation restrictions and restricted sale period
