Jiayuan Technology Co., Ltd
Initial public offering and listing on GEM
Preliminary inquiry and promotion announcement
Sponsor (lead underwriter): Citic Securities Company Limited(600030)
hot tip
Jiayuan Technology Co., Ltd. (hereinafter referred to as “Jiayuan technology”, “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 initial public offerings on the gem (Trial) (CSRC order [No. 167]) (hereinafter referred to as the “measures”)“ Registration measures) 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 “business implementation rules”) 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”) and 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”) Code for underwriting initial public offerings under the registration system (zxsf [2021] No. 213) (hereinafter referred to as the “underwriting code”), detailed rules for the administration of offline investors in initial public offerings (zxsf [2018] No. 142), rules for the administration of offline investors in initial public offerings under the registration system (zxsf [2021] No. 212) Relevant provisions such as the rules for placement of initial public offering shares (zsxf [2018] No. 142), as well as 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, organize the implementation of initial public offering shares and list them on the 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 Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as “Shenzhen Branch of China Securities Depository and Clearing Corporation”) ）Registration and settlement platform, please read this announcement carefully. For the details of preliminary inquiry and offline issuance, please refer to the detailed rules for the implementation of offline issuance published on the website of Shenzhen Stock Exchange (www.szse. CN).
Investors are kindly requested to focus on the issuance process, online and offline subscription and payment, disposal of share abandonment, etc., as follows:
1、 This issuance 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-Shares or non restricted depositary receipts market value in Shenzhen market (hereinafter referred to as “online issuance”).
The strategic placement, preliminary inquiry and online and offline issuance of this offering are organized and implemented by the sponsor (lead underwriter) Citic Securities Company Limited(600030) (hereinafter referred to as “sponsor (lead underwriter)” or ” Citic Securities Company Limited(600030) “). The preliminary inquiry and online and offline issuance are through the online and offline issuance electronic platform（ https://eipo.szse.cn. ）And the registration and settlement platform of CSDCC Shenzhen Branch; Online issuance is conducted through the trading system of Shenzhen Stock Exchange (hereinafter referred to as the “trading system”).
For the strategic placement of this offering, the senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement and the follow-up investment of relevant subsidiaries of the sponsor (if any) composition. If the offering price exceeds the median and weighted average of offline investors’ quotations 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”) and the basic old-age insurance fund (hereinafter referred to as “social security fund”) “Pensions”) 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 in accordance with the measures for the administration of the use of insurance funds (hereinafter referred to as “insurance fund”) ）Whichever is the lower of the median price or the weighted average, the relevant subsidiaries of the sponsor will participate in the strategic placement of the offering in accordance with relevant regulations. See “II. Relevant arrangements for strategic placement” in this announcement for the relevant information of strategic placement.
2. The issuer and the recommendation institution (lead underwriter) will directly determine the issuance price through offline preliminary inquiry, and offline cumulative bidding inquiry will not be conducted.
3. Offline issuers: securities companies, fund management companies, trust companies, financial companies, insurance companies, qualified overseas institutional investors, private equity fund managers and other professional institutional investors who meet the conditions and requirements determined in the notice on the application of offline investor rules and self regulatory management requirements. 4. Preliminary inquiry: the preliminary inquiry time of this offering is 9:30-15:00 on December 29, 2021 (T-4). Within the above time, qualified offline investors can fill in and submit the subscription price and the proposed subscription quantity through the offline issuance electronic platform of Shenzhen Stock Exchange.
Before this preliminary inquiry, offline investors shall submit the pricing basis and the recommended price or price range given in the internal research report through the offline issuance electronic platform of Shenzhen Stock Exchange. Offline investors who have not submitted 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 full. If the quotation needs to be adjusted due to special reasons, the quotation decision-making procedure shall be performed again, the logical calculation basis for explaining 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 1 million 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 1 million shares must be an integral multiple of 100000 shares, The proposed subscription amount of each placing object shall not exceed 7 million shares.
The maximum number of shares subscribed by each placing object in this offline issuance is 7 million shares, accounting for about 50.99% 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 subscription price and quantity. 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 December 22, 2021 (T-9) provided to the recommendation institution (lead underwriter) and reported on the offline issuance electronic platform of Shenzhen Stock Exchange. The recommendation institution (lead underwriter) finds that the placing object does not comply with the industrial regulatory requirements and exceeds the amount it provides to the recommendation institution If (the lead underwriter) submits the purchase of the corresponding asset scale or capital scale in the asset certification materials, the purchase of the placing object is invalid.
Investors participating in the offline inquiry of Jiayuan technology shall pass the asset certification materials through the Citic Securities Company Limited(600030) IPO offline investor qualification verification system (website: https://www.citics.com./ipo/login/index.html ）Submit to the recommendation institution (lead underwriter). If the investor refuses to cooperate with the verification, fails to submit relevant materials completely, or the materials submitted are not enough to exclude that it is prohibited from participating in offline issuance by laws, regulations and normative documents, the issuer and the recommendation institution shall (the lead underwriter) will refuse its participation in the offline issuance, treat its quotation as invalid quotation or refuse the placement, and disclose it in the issuance announcement. If offline investors participate in the offline issuance of new shares in violation of regulations, they shall bear all responsibilities arising therefrom.
Special tip 1: in order to promote the prudent quotation of offline investors, 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 “Jiayuan technology’s preliminary inquiry has been 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 and their managed placing objects should strictly abide by the industrial regulatory requirements, Truthfully submit the certification materials of asset scale or capital scale to the recommendation institution (lead underwriter), ensure that the “detailed statement of asset scale of placing object” filled in by the recommendation institution (lead underwriter) is consistent with the corresponding asset certification amount in the above certification materials, and the subscription amount of placing object shall not exceed the above certification materials and the “detailed statement of asset scale of placing object” The corresponding asset scale or capital scale in the. Where the placing objects are public funds, special fund accounts, asset management plans, private funds and other products, The total assets of the product on the fifth trading day before the preliminary inquiry date, i.e. December 22, 2021 (T-9); if the placing object is the self operated investment account, the capital scale description of the self operated account issued by the company on the fifth trading day before the preliminary inquiry date, i.e. December 22, 2021 (T-9) shall prevail. The above supporting materials shall be stamped with the official seal of the company or the official seal of an external certification agency.
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 must issue an electronic platform offline of Shenzhen Stock Exchange before quotation（ https://eipo.szse.cn. ）Truthfully fill in the asset scale or capital scale as of December 22, 2021 (T-9), and the asset scale or capital scale filled in by the investor shall be consistent with the recommendation institution The amount in the asset scale or capital scale certification materials submitted by (the lead underwriter) shall be consistent. Investors shall strictly abide by the industrial regulatory requirements 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 (the lead underwriter).
5. Regulations on offline rejection ratio: after the preliminary inquiry, The issuer and the recommendation institution (lead underwriter) shall, according to the preliminary inquiry results excluding the quotations of unqualified investors, quote the placing objects of all qualified offline investors from high to low according to the purchase price, from small to large according to the proposed purchase quantity of the placing objects at the same purchase price, and according to the application time if the same purchase price and the same proposed purchase quantity are the same (the reporting time shall be subject to the records of the offline issuance electronic platform of Shenzhen Stock Exchange) from late to early, the same proposed subscription price, the same proposed subscription quantity, and the same subscription time shall be sorted 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, and the excluded proposed subscription amount is the total proposed subscription amount of all offline investors 1% of the quantity. When the lowest price in 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 offline subscription.
After excluding the highest part of the quotation, The issuer and the recommendation institution (lead underwriter) will negotiate and determine the issuance price, the number of investors with effective quotation and the number of effective proposed subscriptions by integrating the effective subscription multiple, the valuation level of comparable companies in the industry, the industry of the issuer, the fundamentals of the issuer, market conditions, the demand for raised funds and underwriting risks. The issuer and the recommendation institution (lead underwriter) the number of effective offline investors determined in accordance with the above principles shall not be less than 10.
If the issue price exceeds 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, Or 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 publish it before online subscription The special announcement on the investment risk of Jiayuan Technology Co., Ltd. in its initial public offering and listing on the gem (hereinafter referred to as the “special announcement on investment risk”) details the rationality of pricing and reminds investors to pay attention to investment risks. The effective quotation refers to that reported by offline investors is no less than that of the issuer and the sponsor The offering price determined by (the lead underwriter), which is not excluded as the highest quotation part, and meets other conditions determined and announced in advance by the issuer and the recommendation institution (the lead underwriter). Only offline investors who submit valid quotations during the preliminary inquiry can and must participate in offline subscription. The recommendation institution (lead underwriter) has hired Beijing Jindu 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 allocation, information disclosure and other relevant situations.
6. Restriction period arrangement: among the stocks issued this time, the stocks issued online have no circulation restrictions and restriction period arrangement, and can be circulated from the date of listing of the stocks issued this time on the Shenzhen Stock Exchange.
The offline distribution part adopts the proportional sales restriction method, Offline investors shall promise 10% of the number of shares allocated to them (rounded up) the sales restriction period is 6 months from the date of the issuer’s initial public offering and listing. That is, 90% of the shares allocated to each placing object have an unlimited sales period, which 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, which shall be calculated from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange 。
When offline investors participate in preliminary inquiry and quotation and offline subscription, they do not need to fill in the sales restriction period for the placing objects under their management
