Initial public offering and listing on GEM
Announcement on online subscription and winning rate
Sponsor (lead underwriter): China Galaxy Securities Co.Ltd(601881)
hot tip
The application for the initial public offering of RMB common shares (A shares) (hereinafter referred to as “this offering”) and listing on the gem by China Automotive Research automobile testing ground Co., Ltd. (hereinafter referred to as “China Automotive Research Institute” and “the issuer”) has been examined and approved by the members of 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).
This offering is conducted by a combination of directional placement to strategic investors (hereinafter referred to as “strategic placement”), 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 non restricted depositary receipts market value in Shenzhen market (hereinafter referred to as “online issuance”).
The issuer and the sponsor (lead underwriter) China Galaxy Securities Co.Ltd(601881) (hereinafter referred to as the “sponsor (lead underwriter)”) negotiated and determined that the number of shares to be issued this time is 330.6 million, and the issue price is 3.80 yuan / share. The issuing price of this offering shall not exceed the median and weighted average of offline investors’ quotation after excluding the highest quotation, as well as the securities investment fund, national social security fund, basic old-age insurance fund established through public offering after excluding the highest quotation The enterprise annuity fund established in accordance with the measures for the administration of enterprise annuity fund and the insurance fund quotation median and weighted average in accordance with the measures for the administration of the use of insurance funds, whichever is lower. According to the issuing price, the relevant subsidiaries of the sponsor will not participate in the follow-up investment. The initial number of strategic allotments issued in this issuance was 79.53 million shares, accounting for 24.06% of the issued number. According to the final issue price, the strategic placement of this issue is composed of other strategic investors. The final number of strategic placement shares of other strategic investors is 54.999999 million shares, accounting for 16.64% of this issue. The final number of strategic allotments in this issuance is 54999999 shares, accounting for 16.64% of the number of shares issued this time. The difference between the initial strategic allotment and the final strategic allotment is 24530001 shares, which are transferred back to offline issuance.
After the callback of strategic placement and before the launch of online and offline callback mechanism, the initial number of offline issuance was 225386001 shares, accounting for 81.78% of the number issued after deducting the final number of strategic placement; The initial number of shares issued online was 50214000, accounting for 18.22% of the number issued after deducting the final strategic placement. The total number of final offline and online issuance is 275600001 shares. The final number of online and offline issuance will be determined according to the online and offline callback.
On February 24, 2022 (t day), China Automobile Corporation initially issued 50214000 shares of “China Automobile Corporation” by using the online pricing of the trading system of Shenzhen Stock Exchange.
Please pay attention to the payment link of this offering and fulfill the payment obligation in time on February 28, 2022 (T + 2):
1. The offline allocated investors shall, in accordance with the announcement on the results of initial public offering of shares by China Automotive Research automotive testing ground Co., Ltd. and initial offline placement of shares listed on the gem, timely and fully pay the subscription funds for new shares according to the final issuance price and initial placement quantity before 16:00 on February 28 (T + 2) 2022.
The subscription funds shall be paid in full within the specified time. If the subscription funds are not paid in full within the specified time or as required, all the new shares allocated to the placing object shall be invalid. If the above-mentioned circumstances occur when multiple new shares are issued on the same day, all the placing objects are invalid. If different placing objects share bank accounts, if the subscription funds are insufficient, all the new shares allocated to the placing objects sharing bank accounts will be invalid. Offline investors are allocated multiple new shares on the same day. Please pay for each new share separately.
After the online investors win the lottery in the subscription of new shares, they shall fulfill the obligation of capital settlement according to the announcement on the results of the initial public offering of shares by China Automotive Research automobile testing ground Co., Ltd. and the online lottery for listing on the gem, so as to ensure that their capital account will eventually have sufficient capital for the subscription of new shares on February 28 (T + 2) 2022, and the insufficient part shall be deemed to have given up the subscription, The resulting consequences and relevant legal liabilities shall be borne by the investors themselves. The transfer of investors’ funds shall comply with the relevant provisions of the securities company where the investors are located.
The shares that offline and online investors give up to subscribe for are underwritten by the sponsor (lead underwriter).
2. Among the stocks issued this time, the stocks issued online have no circulation restrictions and limited sales period arrangements, and can be circulated from the date when the stocks issued this time are listed 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 subscription, 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 offering.
In terms of strategic placement, the strategic placement of this issuance is composed of other strategic investors. The restricted period of shares allocated to strategic investors is 12 months, and the restricted period starts from the date when the shares of this public offering are listed on the Shenzhen Stock Exchange.
3. When the total number of shares paid and subscribed by offline and online investors is less than 70% of the number of public offerings after deducting the final strategic placement, the issuer and the sponsor (lead underwriter) will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements.
4. If the offline investor who provides effective quotation fails to participate in the subscription or the offline investor who obtains the preliminary placement fails to pay the subscription amount in time and in full, it will be deemed as a breach of contract and shall bear the liability for breach of contract. The recommendation institution (lead underwriter) shall report the breach of contract to the China Securities Association for the record. The number of violations of placing objects in various sectors of the stock market of Beijing stock exchange (hereinafter referred to as “Beijing stock exchange”), Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) and Shenzhen Stock Exchange shall be calculated together. During the period of being included in the restricted list, the placing object shall not participate in the offline inquiry and placement of relevant projects in all sectors of the stock market of Beijing stock exchange, Shanghai Stock Exchange and Shenzhen Stock Exchange.
If an online investor fails to pay in full after winning the lottery three times in a row within 12 months, it shall not participate in the online subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds within 6 months (calculated as 180 natural days, including the next day) from the next day of the settlement participant’s latest declaration of abandoning the subscription.
The number of times of giving up subscription shall be calculated according to the cumulative number of times of investors actually giving up subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds.
1、 Online subscription
According to the data provided by Shenzhen Stock Exchange, the sponsor (lead underwriter) has made statistics on the subscription of this online offering. The number of effective subscription accounts of this online pricing offering is 12771574, the number of effective subscription shares is 229705104500, the total number of allotments is 459410209, the starting number of allotments is 00000000000 1, and the ending number is 000459410209.
2、 Implementation of callback mechanism, issuance structure and success rate of online issuance
According to the callback mechanism announced in the announcement on the initial public offering of shares and listing on the gem of China Automotive Research automotive testing ground Co., Ltd., the issuer and the sponsor (lead underwriter) decided to start the callback mechanism because the initial effective subscription multiple on the Internet was 4574.52313 times, higher than 100 times, 55.1205 million shares (after deducting the final strategic placement amount, 20% of the number of shares in this public offering will be rounded up to an integral multiple of 500 shares) will be transferred back from offline to online. After the call back, the final number of offline shares issued was 170.26551 million, accounting for 61.78% of the total issued after deducting the final strategic placement; The final online issuance was 105.3345 million shares, accounting for 38.22% of the total issuance after deducting the final strategic placement. After the call back, the winning rate of this online issuance was 0.0458564037%, and the subscription multiple was 2180.72051 times.
3、 Online lottery
The issuer and the sponsor (lead underwriter) are scheduled to conduct lottery at building 203, Shangbu Industrial Zone, Hongli West Road, Futian District, Shenzhen on the morning of February 25, 2022 (T + 1), and will publish the online lottery results on China Securities News, Shanghai Securities News, securities times and securities daily on February 28, 2022 (T + 2).
Issuer: sponsor (lead underwriter) of China Automotive Research automotive testing ground Co., Ltd.: China Galaxy Securities Co.Ltd(601881) February 25, 2022
