Jiangsu Yike Food Group Co., Ltd
Initial public offering and listing on GEM
Preliminary inquiry and promotion announcement
Sponsor (lead underwriter): Citic Securities Company Limited(600030)
hot tip
Jiangsu Yike Food Group Co., Ltd. (hereinafter referred to as “Yike food”, “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 “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 of initial public offerings on the gem of Shenzhen Stock Exchange (SZS [2021] No. 919) (hereinafter referred to as the “special provisions”)“ Detailed rules for business implementation), detailed rules for the implementation of online issuance of initial public offering 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 offering in Shenzhen market (Revised in 2020) (SZS [2020] No. 483) (hereinafter referred to as “detailed rules for the implementation of online issuance”)“ 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 “underwriting specification”), detailed rules for the administration of offline investors in initial public offerings (zxsf [2018] No. 142) and rules for the Administration of offline investors in initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 212) (hereinafter referred to as “management rules for offline investors”), detailed rules for placement of initial public offering shares (Zhong Zheng Xie Fa [2018] No. 142) and other relevant provisions, as well as Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock exchange”) ）Relevant provisions on stock issuance and listing rules and the latest operation guidelines, organize the implementation of initial public offering 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 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).
The online issuance of this issuance is carried out through the trading system of Shenzhen Stock Exchange by applying for purchase according to market value and pricing the issuance to public investors. Online investors are requested to carefully read this announcement and the detailed rules for the implementation of online issuance. Investors are kindly requested to focus on the issuance method, issuance process, callback mechanism, online and offline subscription and payment, disposal of share abandonment, etc. the specific contents are as follows:
1、 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 the market value of non restricted A-Shares and non restricted depositary receipts 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 Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “, “sponsor (lead underwriter)” and “lead underwriter”). 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”).
The senior management and core employees of the issuer participate in the special asset management plan established by the strategic placement If the offering price exceeds the median and weighted average of the offline investor’s quotation after excluding the highest quotation, as well as the securities investment fund established by public offering after excluding the highest quotation (hereinafter referred to as “public fund”) and the National Social Security Fund (hereinafter referred to as “social security fund”) ）、 Basic old-age insurance fund (hereinafter referred to as “pension”), enterprise annuity fund established in accordance with the measures for the administration of enterprise annuity fund (hereinafter referred to as “enterprise annuity fund”) and insurance funds in accordance with the measures for the administration of the use of insurance funds (hereinafter referred to as “insurance funds”) ）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.
The issuer and the sponsor (lead underwriter) will announce the IPO of Jiangsu Yike Food Group Co., Ltd. and its listing on the gem (hereinafter referred to as the “issuance announcement”) ）Disclose the total amount of shares allotted to the relevant subsidiaries of the sponsor participating in the placement, the number of subscriptions, the proportion in the number of shares issued this time, the holding period and other information.
2. The issuer and the sponsor (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 for this offering is 9:30-15:00 on December 30, 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 planned purchase quantity of offline placement objects is set as 10 million shares, and the minimum change unit of the planned purchase quantity is set as 1 million shares, that is, the part where the planned purchase quantity of offline placement objects designated by offline investors exceeds 10 million shares must be an integral multiple of 1 million shares, The proposed subscription amount of each placing object shall not exceed 16 million shares.
The maximum number of shares subscribed by each placing object in this offline issuance is 16 million shares, accounting for about 52.41% 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 23, 2021 (T-9) provided to the sponsor (lead underwriter) and reported on the offline issuance electronic platform of Shenzhen Stock Exchange. The cash placement object of the sponsor (lead underwriter) does not comply with the industrial regulatory requirements and exceeds its amount to the sponsor 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 Yike food 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 sponsor (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 its participation in offline issuance prohibited by laws, regulations and normative documents, the issuer and the sponsor 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 “the preliminary inquiry of Yike food has been started (to be started)” on the offline issuance electronic platform page of Shenzhen Stock Exchange, and the morning of the day of the preliminary inquiry, December 30, 2021 (T-4) submit the pricing basis and suggested price or price range given in the internal research report through the offline issuance electronic platform before 9:30. Offline investors who fail to submit the pricing basis and suggested price or price range before the inquiry shall not participate in this 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 sponsor (lead underwriter), ensure that the “detailed statement of asset scale of placing object” filled in by the sponsor is consistent with the corresponding asset certification amount in the above certification materials provided, 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. The placing objects are public funds, special fund accounts For products such as asset management plans and private equity funds (including asset management plans of futures companies and their asset management companies), the total assets of the products shall be subject to the fifth trading day before the preliminary inquiry date, i.e. December 23, 2021 (T-9); if the placing object is a self operated investment account, the fifth trading day before the preliminary inquiry date issued by the company, i.e. December 23, 2021 (T-9) the capital scale description of the self operated account shall prevail. The above supporting materials shall be stamped with the company’s official seal or the seal of an external certification authority.
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:
Before preliminary inquiry, investors shall issue electronic platforms under the Shenzhen Stock Exchange（ https://eipo.szse.cn. ）Truthfully fill in the asset scale or capital scale as of December 23, 2021 (T-9). The asset scale or capital scale filled in by the investor shall be consistent with the sponsor The amount in the asset scale or capital scale certification materials submitted by the (lead underwriter) shall be consistent. The investor 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 (lead underwriter).
5. Regulations on offline rejection ratio: after the preliminary inquiry, According to the inquiry results after excluding invalid quotations, the issuer and the sponsor (lead underwriter) shall quote all placing objects from high to low according to the purchase price, from small to large according to the proposed purchase quantity of placing objects at the same purchase price, and according to the application time for the same proposed purchase quantity at the same purchase price (subject to the time record in the offline issuance electronic platform of Shenzhen Stock Exchange) from late to early, the same proposed purchase price, the same proposed purchase quantity, and the same purchase time shall be sorted according to the order of placing objects automatically generated by the offline issuance electronic platform of Shenzhen Stock Exchange from back to front, excluding the quantity of the highest quotation in the total proposed purchase, and the excluded proposed purchase quantity is the proposed purchase quantity of all offline investors 1% of the total purchase. 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 sponsor (lead underwriter) carefully and reasonably determine the issue price, final issue quantity, effective quotation investors and effective proposed purchase quantity by considering the remaining quotation and proposed purchase quantity, the industry in which the issuer is located, market conditions, the valuation level of Listed Companies in the same industry, the demand for raised funds and underwriting risks. The issuer and the sponsor (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 Jiangsu Yike Food Group 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 the price declared by offline investors is not lower 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 sponsor (the lead underwriter). Offline investors who submit valid quotations during the preliminary inquiry can and must participate in offline subscription. The sponsor (lead underwriter) has hired Beijing Deheng Law firm to witness the whole process of this offering 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. Arrangement of restricted sale period: among the stocks issued this time, the stocks issued online have no circulation restrictions and restricted sale period
