China Automotive Research Institute Co., Ltd
Initial public offering and listing on GEM
Announcement of preliminary placement results of offline issuance
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 through the 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 the market value of non restricted A-Shares and non restricted depositary receipts in Shenzhen market (hereinafter referred to as “online issuance”).
The issuer negotiated with the recommendation institution (lead underwriter) China Galaxy Securities Co.Ltd(601881) (hereinafter referred to as “recommendation institution (lead underwriter)”) to determine the number of shares to be issued this time is 330.6 million, and the issue price is RMB 3.80/share. The issuing price of this offering shall not exceed the median and weighted average of the quotations of offline investors 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”), 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, 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 54999999 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. 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 automobile testing ground Co., Ltd. (hereinafter referred to as the “issuance announcement”), since the initial effective subscription multiple on the Internet is 457452313 times, higher than 100 times, the issuer and the sponsor (lead underwriter) decided to start the callback mechanism, 551205 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 17026551 million, accounting for 61.78% of the total issued after deducting the final strategic placement; The final online issuance was 1053345 million shares, accounting for 38.22% of the total issuance after deducting the final strategic placement. After the callback mechanism was launched, the final winning rate of online issuance was 00458564037%, and the subscription multiple was 218072051 times.
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.
The shares that offline 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 purchase, 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 announcement.
In terms of strategic placement, the restricted period of shares allocated to other strategic investors is 12 months, which shall be calculated from the date of listing of the shares in this public offering on the Shenzhen Stock Exchange. After the expiration of the restricted sale period, the reduction of the allocated shares by strategic investors shall be subject to the relevant provisions of the CSRC and the Shenzhen Stock Exchange on share reduction.
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.
5. Once this announcement is published, it shall be deemed that the payment notice has been served on the offline investors who participate in the offline subscription and obtain the preliminary placement.
1、 Final result of strategic placement
The issuing price of this offering does not exceed the lower of the median and weighted average of offline investors’ quotations after excluding the highest quotation, and the median and weighted average of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation. Therefore, relevant subsidiaries of the recommendation institution do not need to participate in follow-up investment.
The number of shares issued by other strategic investors is 54999900, accounting for the final allotment price of 54999900. 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.
As of February 18, 2022 (T-4), strategic investors have paid their subscription funds in full and on time. According to the relevant provisions of the strategic placement agreement signed by the issuer and strategic investors, the strategic placement results of this issuance are determined as follows:
Serial no. Name of strategic investor number of allocated shares allocated amount sales restriction period (month) (10000 shares) (10000 yuan)
1 Chongqing Changan Automobile Company Limited(000625) 2,6052631 9,899999780 12
2 CETC Investment Holding Co., Ltd. 289473681099999984012
Total 5499999920899999620-
Note: the restricted sale period shall be calculated from the date when the shares of this public offering are listed on the Shenzhen Stock Exchange.
2、 Offline issuance and subscription and preliminary placement results
(I) offline issuance and subscription
According to the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]), the special provisions on the issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21), the practical implementation rules for the issuance and underwriting of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) Detailed rules for the implementation of offline issuance of initial public offerings in Shenzhen market (revised in 2020) (SZS [2020] No. 483), code for underwriting of initial public offerings under the registration system (zsxf [2021] No. 213), detailed rules for the management of offline investors in initial public offerings (zsxf [2018] No. 142) The sponsor (lead underwriter) has verified and confirmed the qualification of investors participating in offline subscription according to the relevant provisions of the rules for the administration of offline investors of initial public offering under the registration system (Zhong Zheng Xie Fa [2021] No. 212). According to the effective subscription results finally received by the offline issuance electronic platform of Shenzhen Stock Exchange, the sponsor (lead underwriter) made the following statistics: the offline subscription of this issuance was completed on February 24 (t day) 2022. After verification, it is confirmed that the 6150 effective quotation placement objects managed by 299 offline investors disclosed in the issuance announcement have all made offline subscription in accordance with the requirements of the issuance announcement, and the effective subscription quantity is 43122130000 shares.
(II) preliminary offline placement results
According to the offline placement principles and calculation methods published in the announcement on initial public offering and listing on the gem of China Automotive Research automobile testing ground Co., Ltd. (hereinafter referred to as the “announcement on preliminary inquiry and recommendation”), the issuer and the sponsor (lead underwriter) made a preliminary placement of offline issued shares, The preliminary placement results of various offline investors are as follows:
The proportion of the number of shares effectively subscribed by the investor category in the total number of effective subscriptions and initial placement in the total number of investors (10000 shares) issued offline proportion of the number of shares (shares) step placement proportion
Class a investors 2294146053.20% 12088024971.00% 005269074%
Class B investor 2260500.52% 8853900.52% 003916788%
Class C investors 1995462046.27% 4849986228.48% Hangzhou Oxygen Plant Group Co.Ltd(002430) 508%
Total 43122130100.00% 170265501100.00%-
Note: if the total number is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
Among them, 1447 zero shares were placed to Tianhong selected hybrid securities investment fund managed by Tianhong Fund Management Co., Ltd. in accordance with the offline placement principle in the preliminary inquiry and promotion announcement.
The above preliminary placement arrangements and results comply with the placement principles published in the preliminary inquiry and promotion announcement. See “attached table: preliminary placement list of offline investors” for the allocation of each placement object.
3、 Contact information of sponsor (lead underwriter)
If offline investors have any questions about the offline preliminary placement results announced in this announcement, please contact the sponsor (lead underwriter) of this offering. The specific contact information is as follows:
Tel: 01080929028, 01080929029
Contact: Investment Bank Sales Headquarters
Issuer: sponsor (lead underwriter) of China Automotive Research automotive testing ground Co., Ltd.: China Galaxy Securities Co.Ltd(601881) February 28, 2022
Attached table: preliminary placement details of offline investors
Sequential subscription quantity allotted shares allotted amount class number investor name allotted object name securities account (10000 shares) number (yuan)
