Softcom power information technology (Group) Co., Ltd
Initial public offering and listing on GEM
Preliminary inquiry and promotion announcement
Sponsor (co lead underwriter): China Securities Co.Ltd(601066)
Co lead underwriter: Minsheng Securities Co., Ltd
hot tip
Softcom power information technology (Group) Co., Ltd. (hereinafter referred to as “softcom power”, “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 “administrative measures”) and the measures for the Administration of the registration of the initial public offering of shares on the gem (Trial) (CSRC order [No. 167]) 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 the issuance and underwriting business of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919, hereinafter referred to as the “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”), 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”) The code for underwriting of initial public offerings under the registration system (zxsf [2021] No. 213), 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 under the registration system”) The detailed rules for placement of initial public offering shares (zxsf [2018] No. 142) 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 shall organize the implementation of initial public offering shares 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. The offline issuance and Subscription Date and online subscription date are the same as March 4, 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 March 4, 2022 (t day).
2. All offline investors who intend to participate in this preliminary inquiry and meet the conditions of relevant investors must register and submit verification materials before 12:00 on February 25, 2022 (T-5) according to relevant requirements. When registering and submitting verification materials, please log in to China Securities Co.Ltd(601066) offline investor management system (address: https://emp.csc.com.cn. ）。
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”). This offering is organized by the sponsor (joint lead underwriter) China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “sponsor (joint lead underwriter)”) and Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities”) ( China Securities Co.Ltd(601066) securities and Minsheng securities are hereinafter collectively referred to as “joint lead underwriters”).
For the strategic placement of this issuance, the senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement The relevant subsidiaries of the recommendation institution follow the investment (for example, the issue price exceeds the median and weighted average of the offline investors’ quotation after excluding the highest quotation, as well as the securities investment fund established through public offering after excluding the highest quotation (hereinafter referred to as “public fund”), the national Social Security Fund (hereinafter referred to as “social security fund”) The lower of the median and weighted average of the quoted prices of the basic endowment insurance fund (hereinafter referred to as “pension”), the enterprise annuity fund established in accordance with the measures for the administration of enterprise annuity fund (hereinafter referred to as “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, The relevant subsidiaries of the sponsor will participate in the strategic placement of this offering) and other strategic investors in accordance with relevant regulations. See “II. Strategic placement” of this announcement for relevant information of strategic placement.
4. The issuer and the co lead underwriters will directly determine the issuance price through the offline preliminary inquiry, and the offline cumulative bidding inquiry will not be conducted.
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 28, 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 300000 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 300000 shares must be an integral multiple of 100000 shares, The proposed subscription amount of each placing object shall not exceed 20 million shares.
The maximum number of shares subscribed by each placing object in this offline issuance is 20 million shares, accounting for about 49.19% of the initial offline issuance. Investors should strictly abide by the regulatory requirements of the subscription network, determine the number of subscription objects and their regulatory requirements, and strengthen the prudent management of the subscription network. 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 February 21, 2022 (T-9) provided to the joint lead underwriters and reported on the offline issuance electronic platform of Shenzhen Stock Exchange. If the joint lead underwriter finds that the placing object does not comply with the industrial regulatory requirements and exceeds the corresponding asset scale or capital scale in the asset certificate submitted to the joint lead underwriter, the subscription of the placing object is invalid.
Investors participating in the offline inquiry of softcom power shall pass the asset certification materials through the offline investor management system of CSC securities before 12:00 on February 25 (T-5) 2022（ https://emp.csc.com.cn. ）To the co lead underwriters. 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 co lead underwriter will refuse its participation in the offline issuance, treat its quotation as an invalid quotation, or refuse the placement, It is also disclosed in the announcement on the initial public offering of shares by softcom power information technology (Group) Co., Ltd. and listing on the gem (hereinafter referred to as 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 “softcom power preliminary inquiry has 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 must truthfully submit the proof materials of asset scale or capital scale, and strictly abide by the industrial regulatory requirements. The subscription amount shall not exceed the proof materials of asset scale of the placing object submitted to the joint lead underwriters and the corresponding asset scale or capital scale in the summary of asset scale of the placing object, Ensure that the total asset data filled in the asset scale summary of the placing object shall be consistent with the amount in the asset scale certification materials submitted. The data of asset scale or capital scale shall be subject to the fifth working day before the preliminary inquiry date (February 21, 2022, T-9).
Once an offline investor makes a quotation, it shall be deemed as a commitment that the asset scale certification materials uploaded on the offline investor management system of China Securities Co.Ltd(601066) securities and the corresponding asset scale or capital scale in the summary of asset scale of placement object filled in are consistent with the data submitted on the offline issuance electronic platform of Shenzhen Stock Exchange; In case of inconsistency, the consequences shall be borne by offline investors.
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, the Shenzhen Stock Exchange has added the asset scale verification function on the offline issuance electronic platform. 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 21, 2022 (T-9) in the offline issuance electronic platform of Shenzhen Stock Exchange when making 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 joint lead underwriters.
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 joint lead underwriters.
7. Provisions on offline rejection ratio: after the preliminary inquiry, the issuer and the joint lead underwriters shall, according to the preliminary inquiry results of excluding the quotations that do not meet the conditions of investors, quote the placing objects of all qualified offline investors from high to low according to the subscription price, and from small to large according to the proposed subscription quantity of 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 (the application time shall be subject to the records of the offline issuance electronic platform of Shenzhen Stock Exchange), the same proposed purchase price, the same proposed purchase quantity and the same application time according to the order of the distribution objects automatically generated by the offline issuance electronic platform of Shenzhen Stock Exchange from back to front, excluding the quotation of the distribution objects with the highest quotation, The excluded proposed subscription amount is 1% of the total proposed subscription amount of qualified 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 may not be excluded. The placing objects excluded shall not participate in offline subscription.
After excluding the highest part of the quotation, the issuer and the joint lead underwriter shall comprehensively evaluate the issuer’s reasonable investment value, the secondary market valuation level of comparable companies, the secondary market valuation level of the industry, the demand for raised funds and underwriting risks according to the inquiry and quotation of the remaining offline issuance and the number of proposed subscriptions, and focus on public funds, social security funds, pensions The lower of the median quotation and weighted average of the placement objects such as enterprise annuity funds, insurance funds and qualified foreign institutional investor funds, carefully and reasonably determine the issuance price, final issuance quantity, effective quotation investors and effective proposed subscription quantity. The number of effective offline investors determined by the issuer and the joint lead underwriters 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 joint lead underwriters, which is not excluded as the highest quotation, and meets other conditions determined and announced by the issuer and the joint lead underwriters in advance. Offline investors who submit valid quotations during the preliminary inquiry can and must participate in offline subscription. The co lead underwriters have 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 transfer, information disclosure and other relevant situations.
8. Remind investors to pay attention to investment risks: after the initial inquiry, if the issuance price determined by the issuer and the joint 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 The lower of the median or weighted average of the quoted prices of enterprise annuity funds and insurance funds, or the P / E ratio corresponding to the pricing of this issuance is higher than the average p / E ratio of the secondary market of comparable listed companies in the same industry (the static average p / E ratio of the same industry in the latest month issued by China Securities Index Co., Ltd.), the issuer and the joint lead underwriters will issue the price before online subscription
