Wankong Zhizao Co., Ltd
IPO announcement
Sponsor (lead underwriter): Guotai Junan Securities Co.Ltd(601211)
hot tip
Wankong Zhizao Co., Ltd. (hereinafter referred to as the “issuer” or “Wankong Zhizao”) 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 initial public offering and listing (CSRC order [No. 173]) Code for underwriting business of initial public offering (zxsf [2018] No. 142, hereinafter referred to as “business code”), rules for placing of initial public offering (zxsf [2018] No. 142, hereinafter referred to as “rules for placing”) Detailed rules for the administration of offline investors in initial public offering (zxsf [2018] No. 142, hereinafter referred to as “detailed rules for the administration of investors”) Detailed rules for the implementation of online IPO in Shanghai market (revised in 2018) (SZF [2018] No. 40) (hereinafter referred to as “detailed rules for the implementation of online IPO”) and detailed rules for the implementation of offline IPO in Shanghai market (revised in 2018) (SZF [2018] No. 41) (hereinafter referred to as “detailed rules for the implementation of offline IPO”) And other relevant regulations to organize and implement the initial public offering of shares.
The initial inquiry and offline issuance of this offering are conducted through the offline subscription electronic platform of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”), and the website of the subscription electronic platform is: https://ipo.uap.sse.com.cn./ipo , please read this announcement carefully. For details on the electronic issuance of offline shares, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) The detailed rules for the implementation of offline issuance and other relevant provisions. The online issuance of this offering is conducted through the trading system of Shanghai Stock Exchange by means of market value subscription. Investors are requested to carefully read this announcement and the website of Shanghai Stock Exchange (www.sse. Com. CN.) Detailed rules for the implementation of online issuance.
1. Please pay attention to the issuance process, online and offline subscription, payment and other links of this issuance. The main contents are as follows:
(1) The issuer and the recommendation institution (lead underwriter) Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as “recommendation institution (lead underwriter)” or ” Guotai Junan Securities Co.Ltd(601211) “) negotiated and determined the issue price of 9.42 yuan / share according to the preliminary inquiry results and taking into account the issuer’s fundamentals, industry, valuation level of comparable companies, market environment and other factors, Offline issuance will no longer conduct cumulative bidding inquiry.
Investors are requested to make online and offline subscription at this price on March 1, 2022 (t day), and there is no need to pay the subscription fund at the time of subscription. The time of online subscription is from 13:00 to 15:00 on September 9, 2029, the same time as that of the next issue.
(2) After the recommendation institution (lead underwriter) arranges the total amount of proposed subscription of all placing objects participating in the preliminary inquiry from high to low, if the total amount of proposed subscription higher than a certain price is less than 10%, and the total amount of proposed subscription including the price and above is greater than or equal to 10%, then the price is the critical price, and the corresponding subscription amount higher than the critical price will be eliminated, The placing objects whose quotation is equal to the critical price shall be eliminated in sequence according to the principle of “from less to more, and the application time (subject to the application time and application serial number displayed on the offline application platform of Shanghai Stock Exchange) from late to early”, until the total amount eliminated exceeds 10% of the total amount to be purchased for the first time. When the critical price is the same as the determined issue price, the declared quantity of the price can no longer be excluded. At this time, the proportion of excluding the highest quotation can be less than 10%. The excluded part shall not participate in offline subscription.
(3) Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
(4) Offline investors shall, according to the announcement on offline preliminary placement results and online winning results of initial public offering of shares by Wankong Zhizao Co., Ltd. (hereinafter referred to as “announcement on offline preliminary placement results and online winning results”), according to the finally determined issuance price and allocated quantity before 16:00 on March 3 (t + 2) 2022, Pay the subscription funds for new shares in full and on time.
After online investors win the subscription of new shares, they shall fulfill the obligation of capital settlement according to the announcement of offline preliminary placement results and online winning results, so as to ensure that their capital account will have sufficient new share subscription funds on March 3 (T + 2) 2022. The transfer of investors’ funds shall comply with the relevant provisions of the securities company where the investor belongs. The shares that offline and online investors give up to subscribe for are underwritten by the sponsor (lead underwriter).
(5) When the total number of shares paid and subscribed by offline and online investors is less than 70% of the number of public offerings, the issuer and the sponsor (lead underwriter) will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements.
(6) 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. If online investors fail to pay in full after winning the lottery three times in a row within 12 months, they shall not participate in the subscription of online new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds within 6 months.
2. This offering may have the risk of falling below the offering price after listing. Investors should pay full attention to the risk factors contained in the marketization of pricing, understand that the stock may fall below the issue price after listing, effectively improve risk awareness, strengthen the concept of value investment and avoid blind speculation. Regulators, issuers and sponsors (lead underwriters) cannot guarantee that the shares will not fall below the issue price after listing.
3. The issuer and the recommendation institution (lead underwriter) solemnly remind the majority of investors to pay attention to investment risks and invest rationally, and carefully read the articles published in China Securities News and Shanghai Securities News on February 28, 2022 Special announcement on investment risk of initial public offering of shares by Wankong Zhizao Co., Ltd. (hereinafter referred to as “special announcement on investment risk”) in the securities times and Securities Daily.
Important tips
1. Wankong Zhizao’s application for the initial public offering of 60 million RMB common shares (A shares) (hereinafter referred to as “this offering”) has been approved by the China Securities Regulatory Commission in document zjxk [2022] No. 302. The sponsor (lead underwriter) of this offering is Guotai Junan Securities Co.Ltd(601211) . The issuer’s shares are referred to as “Wankong Zhizao” for short, and the stock code is “603070”, which is used for offline subscription of this issuance.
The online subscription of this issuance is referred to as “Wankong subscription” for short, and the online subscription code is “732070”.
2. The preliminary inquiry for this offering was completed on February 23, 2022. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) comprehensively consider the issuer’s fundamentals, industry, valuation level of comparable companies, market environment and other factors, and negotiate to determine the issuance price of 9.42 yuan / share, and the corresponding P / E ratio is:
(1) 19.54 times (earnings per share is calculated by dividing the net profit attributable to the owner of the parent company in 2020 audited by an accounting firm and determined in accordance with Chinese accounting standards before and after deducting non recurring profits and losses, whichever is lower, by the total number of shares before this issuance).
(2) 22.98 times (earnings per share is calculated by dividing the net profit attributable to the owner of the parent company in 2020 audited by an accounting firm and determined in accordance with Chinese accounting standards before and after deducting non recurring profits and losses by the total number of shares after the issuance, and the total number of shares after the issuance is 401 million shares based on 60 million shares issued this time). The issuer and the sponsor (lead underwriter) negotiated and determined that the number of A-Shares to be issued this time is 60 million. This issuance is all new shares, and there is no transfer of old shares. Before the launch of the callback mechanism, the number of offline shares was 42 million, that is, 70.00% of the number of shares issued this time; The number of shares issued online is 18 million, accounting for 30.00% of the number issued this time.
3. Investors participating in the online issuance shall apply for the purchase according to the determined issuance price of 9.42 yuan / share
The last subscription time is 9:30-11:30 and 13:00-15:00 on March 1, 2022 (t day). Online subscription is referred to as “Wankong subscription” for short, and the subscription code is “732070”.
4. This offering is conducted through a combination of 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 or non restricted depositary receipts in Shanghai market with a certain market value (hereinafter referred to as “online issuance”). Offline issuance is implemented by Guotai Junan Securities Co.Ltd(601211) through the offline subscription electronic platform of Shanghai Stock Exchange (hereinafter referred to as “offline subscription platform”). The website of the offline subscription platform of Shanghai Stock Exchange is: https://ipo.uap.sse.com.cn./ipo 。 Online issuance is conducted through the trading system of Shanghai Stock Exchange (hereinafter referred to as the “trading system”). The offline issuance and subscription time is 9:30-15:00 on March 1, 2022 (t day).
5. According to the procedures and principles for determining the effective quotation placement object in the announcement on the issuance arrangement and preliminary inquiry of Wankong Zhizao Co., Ltd. initial public offering (hereinafter referred to as the announcement on the issuance arrangement and preliminary inquiry), the issuer and the sponsor (lead underwriter) have determined the effective quotation placement object of this issuance, The list is detailed in the “attached table: preliminary inquiry and effective quotation of placing objects” of this announcement. Placing objects not included in this list shall not participate in offline subscription.
6. Any placing object can only choose one way of offline or online issuance to apply for new shares. Offline investors who have participated in the preliminary inquiry and quotation, no matter whether it is an “effective quotation”, shall not issue and apply for new shares online. If the placing object participating in the offline preliminary inquiry participates in the online subscription again, resulting in its invalid subscription, the offline investors shall bear the relevant responsibilities by themselves.
7. The placing object shall abide by relevant laws and regulations and relevant provisions of the CSRC in terms of subscription and shareholding, and bear corresponding legal liabilities by itself. The relevant information of the placing object (including the name of the placing object, the name of the securities account (Shanghai), the securities account number (Shanghai), the bank collection and payment account / account number, etc.) shall be subject to the information reported in the Securities Industry Association. The placing object shall be responsible for the consequences caused by the inconsistency between the filling of the placing object information and the filing information.
8. The recommendation institution (lead underwriter) will further check whether there are prohibitions for the investors with valid quotation and the managed placing objects before the placement, Investors shall cooperate accordingly according to the requirements of the sponsor (lead underwriter) (including but not limited to providing industrial and commercial registration materials such as the articles of association, arranging interviews with the actual controller, truthfully providing the list of main social relations of relevant natural persons, cooperating with the investigation of other related relationships, etc.). If they refuse to cooperate or the materials provided are insufficient to exclude the above prohibited situations, The recommendation institution (lead underwriter) will refuse to make a placement to it.
9. If the placing object who submitted a valid quotation in the preliminary inquiry fails to participate in the offline subscription or the subscription is insufficient, the issuer and the recommendation institution (lead underwriter) will consider it as a breach of contract, disclose it in the announcement of offline preliminary placement results and online winning results, and submit the breach to the China Securities Association for the record.
10. On the day of subscription, online and offline investors do not need to pay.
Offline investors shall pay in full the subscription funds of new shares for their allocated placing objects before 16:00 on March 3, 2022 (T + 2).
Online investors shall ensure that their capital account has sufficient new share subscription funds on that day according to the winning results announced on March 3, 2022 (T + 2).
11. The offline and online subscription of this offering will be closed at 15:00 on March 1, 2022 (t day). After the subscription, the issuer and the sponsor (lead underwriter) will decide whether to start the callback mechanism on March 1, 2022 (t day) according to the overall subscription situation to adjust the scale of offline and online issuance, It was also disclosed in the announcement on online issuance and subscription of initial public offering shares of Wankong Zhizao Co., Ltd. and the winning rate (hereinafter referred to as the “announcement on online winning rate”) on March 2, 2022 (T + 1). For the specific arrangement of callback mechanism, please refer to “I. (VII) online and offline callback mechanism” in this announcement.
12. When the actual offline subscription amount of this issuance does not reach the offline issuance amount before callback; Or when the online effective subscription quantity is less than the initial online issuance quantity before the call back, and the insufficient online subscription is still not fully subscribed after the call back offline; When the total number of shares paid and subscribed by offline and online investors is less than 70% of the number of this public offering; If the CSRC conducts in-process and post event supervision on the underwriting process of this issuance and finds that there are suspected violations of laws and regulations or abnormal circumstances, the issuer and the recommendation institution (lead underwriter) will take measures to suspend the issuance, timely report to the CSRC, disclose the reasons for the suspension of the issuance and subsequent arrangements, and choose the opportunity to restart the issuance.
13. This announcement is only a brief description of the issue of shares and does not constitute investment suggestions. Investors who want to know the details of this offering, please read it carefully and publish it on the website of Shanghai Stock Exchange on February 28, 2022 (www.sse. Com. CN.) The full text of the prospectus for the initial public offering of shares of Wankong Zhizao Co., Ltd., the abstract of the prospectus and other documents. Investors are reminded to pay special attention to the chapters of “tips on major matters” and “risk factors” in the prospectus, fully understand the risk factors of the issuer, judge its operation status and investment value by themselves, and make investment decisions prudently. The issuer’s operating conditions may change due to the influence of politics, economy, industry and operation and management level, and the possible investment risks shall be borne by the investors themselves.
14. The listing of the shares will be announced separately. Other matters related to this offering,
