Ganzhou Tengyuan cobalt industry new material Co., Ltd
Initial public offering and listing on GEM
Preliminary inquiry and promotion announcement
Sponsor (lead underwriter): Dongxing Securities Corporation Limited(601198)
hot tip
Ganzhou Tengyuan cobalt industry new material Co., Ltd. (hereinafter referred to as “Tengyuan cobalt industry”, “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”) of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) Regulations such as the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (CSRC order [No. 167]), the 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”), China Securities Association (hereinafter referred to as the “association”). The code for underwriting initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 213, hereinafter referred to as the “code for underwriting”) Relevant provisions such as the rules for the administration of offline investors in initial public offerings under the registration system (zxsf [2021] No. 212, hereinafter referred to as the “rules for the administration of offline investors”) and the rules for the placement of initial public offerings (zxsf [2018] No. 142), As well as the Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), the detailed rules for the implementation of the IPO and underwriting business of Shenzhen Stock Exchange on the gem (revised in 2021) (SZS [2021] No. 919, hereinafter referred to as “the detailed rules”), the proposal of the gem stock issuance Regulation Committee on promoting the game balance of new shares and ensuring the smooth and orderly issuance of new shares Detailed rules for the implementation of online IPO in Shenzhen market (SZS [2018] No. 279, hereinafter referred to as “detailed rules for the implementation of online IPO”) and detailed rules for the implementation of offline IPO in Shenzhen market (revised in 2020) (SZS [2020] No. 483, hereinafter referred to as “detailed rules for the implementation of offline IPO”) The measures for the implementation of the appropriateness management of investors on the growth enterprise market of Shenzhen Stock Exchange (revised in 2020) (hereinafter referred to as the “measures for the management of investor appropriateness”) and the relevant provisions of the Shenzhen Stock Exchange, such as the rules on stock issuance and listing and the latest operation guidelines, organized and implemented the initial public offering of shares by Tengyuan cobalt industry and its listing on the growth enterprise market. The strategic placement, preliminary inquiry and online and offline issuance of this offering are organized and implemented by Dongxing Securities Corporation Limited(601198) (hereinafter referred to as ” Dongxing Securities Corporation Limited(601198) ,” lead underwriter “or” sponsor (lead underwriter) “), and the strategic placement is carried out at Dongxing Securities Corporation Limited(601198) ; The preliminary inquiry and offline issuance are conducted through the offline issuance electronic platform of Shenzhen Stock Exchange (hereinafter referred to as the “offline issuance electronic platform”) and the registration and settlement platform of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as the “China Clearing Shenzhen Branch”). Please refer to the website of Shenzhen Stock Exchange (www.szse. CN.) for details of preliminary inquiry and electronic offline issuance The published rules for the implementation of offline issuance and other relevant provisions. 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 process, call back mechanism, online and offline subscription and payment, suspension of issuance, disposal of share abandonment, etc. the specific contents are as follows:
1. Issuance method: this issuance adopts directional placement to strategic investors (hereinafter referred to as “strategic placement”) Offline inquiry placement to qualified offline investors (hereinafter referred to as “offline issuance”) and online pricing issuance to social public investors holding non restricted A-Shares and non restricted depositary receipts in Shenzhen market (hereinafter referred to as “online issuance”).
For the strategic placement of this issuance, the senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement The relevant subsidiaries of the recommendation institution follow the investment (for example, the issue price exceeds the median and weighted average of the offline investors’ quotation 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”) The lower of the median and weighted average of the quoted prices of the basic endowment insurance fund (hereinafter referred to as “pension”), 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 (hereinafter referred to as “insurance fund”) in accordance with the measures for the administration of the use of insurance funds, The relevant subsidiary of the sponsor Dongxing Securities Corporation Limited(601198) Investment Co., Ltd. (hereinafter referred to as “Dongxing investment”) will participate in the strategic placement of this offering) and other strategic investors in accordance with the requirements of the special provisions and the implementation rules. See “II. Strategic placement” for details of strategic placement.
2. The issuer and the recommendation institution (lead underwriter) will directly determine the issuance price by making a preliminary inquiry to qualified offline investors, and there will be no cumulative bidding inquiry offline.
3. Preliminary inquiry: the preliminary inquiry time of this issuance is 9:30-15:00 on March 3, 2022 (T-3). Within the above-mentioned time, qualified offline investors can fill in and submit the purchase price and the proposed purchase quantity through the offline issuance electronic platform of Shenzhen Stock Exchange.
4. Offline issuance objects: the offline issuance objects are securities companies, fund management companies, trust companies, finance companies, insurance companies, qualified foreign institutional investors, qualified private fund managers and other professional institutional investors registered with the China Securities Association or securities investment products managed by them.
5. Multi file quotation of the same Investor: This preliminary inquiry is conducted by reporting the proposed purchase price and the proposed purchase quantity at the same time. The offline investor quotation shall include the price per share and the proposed purchase quantity corresponding to the price. Offline investors participating in the inquiry 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 its entirety. If the quotation needs to be adjusted due to special reasons, the quotation decision-making procedure shall be performed again, and the logical calculation basis of 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 maximum number of shares subscribed by each placing object in this offline issuance is 8 million shares, accounting for 45.37% of the initial offline issuance after deducting the initial strategic allocation. 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 price and quantity to be purchased.
When participating in the preliminary inquiry, please pay special attention to whether the proposed purchase amount corresponding to the declared price and the proposed purchase quantity exceeds the asset scale or capital scale of February 24, 2022 (T-8) provided to the sponsor (lead underwriter) and reported on the offline issuance electronic platform of Shenzhen Stock Exchange. If the recommendation institution (lead underwriter) finds that the placing object does not comply with the industrial regulatory requirements and applies for purchase beyond the asset certification materials submitted to the recommendation institution (lead underwriter) or the corresponding asset scale or capital scale in the summary of asset scale of the placing object, the recommendation institution (lead underwriter) has the right to determine that the subscription of the placing object is invalid.
6. Requirements for offline investors to participate in the verification of inquiry asset scale: all investors participating in this offline offering shall pass Dongxing Securities Corporation Limited(601198) offline investor management system（ https://emp.dxzq.net./ ）Complete the input of information such as electronic commitment letter for subscription, information form of offline investors’ related parties, basic information form of investors of placement object, summary form of asset scale of placement object and upload relevant verification materials. Investors are reminded that the recommendation institution (lead underwriter) will check whether there are prohibitions for offline investors before the preliminary inquiry and placement, and require offline investors to provide commitments and supporting materials that meet the qualification requirements. If the offline investors refuse to cooperate with the verification or the materials provided by them are not enough to exclude the existence of prohibitive circumstances, or do not meet the placement qualification after verification, the recommendation institution (lead underwriter) will refuse them to participate in the preliminary inquiry and placement.
Special note 1: investors shall truthfully submit proof materials of asset scale or capital scale to the recommendation institution (lead underwriter). Investors shall strictly comply with the regulatory requirements of the industry and reasonably determine the purchase scale. The purchase amount shall not exceed the asset certification materials submitted to the sponsor (lead underwriter) or the corresponding asset scale or capital scale in the summary of asset scale of placement object, And ensure that the total asset data filled in the asset scale summary of the placement object shall be consistent with the amount in the asset scale certification materials submitted. Among them, public funds, special fund accounts, asset management plans, private funds and other products shall provide valid certification materials of the total assets of the products (stamped with the official seal of the company or the seal of external certification agency) on the fifth working day before the preliminary inquiry date (February 24, 2022, T-8); The self operated investment account shall provide the explanatory materials of the capital scale of the self operated account issued by the company (the capital scale is up to February 24, 2022, T-8) (stamped with the official seal of the company). If the proposed subscription amount of the placing object exceeds the asset scale or capital scale in the supporting materials submitted to the recommendation institution (lead underwriter) or the summary of asset scale of the placing object, the recommendation institution (lead underwriter) has the right to reject or eliminate the price of the relevant placing object and submit it to the China Securities Association.
Once an offline investor makes a quotation, it shall be deemed as a commitment that the asset scale certification materials uploaded by it in the Dongxing Securities Corporation Limited(601198) offline investor management system and the corresponding asset scale or capital scale in the asset scale summary of placement object filled in are consistent with the data submitted on the offline issuance electronic platform of Shenzhen Stock Exchange; In case of inconsistency, the consequences shall be borne by offline investors.
Second, the verification function of Shenzhen Online Publishing Co., Ltd. has been added as the basis for investors’ prudent pricing. Second, the Shenzhen Online Publishing Co., Ltd. has paid special attention to the verification function of Shenzhen Online Publishing Co., Ltd. Offline investors are required to operate according to the following requirements:
Offline investors are required to submit the pricing basis and fill in the suggested price or price range through the offline issuance electronic platform after “the preliminary inquiry of Tengyuan cobalt industry has been started (to be started)” is displayed on the offline issuance electronic platform page of Shenzhen Stock Exchange and before 9:30 a.m. of the day of the preliminary inquiry. 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 note 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, the investor shall truthfully fill in the asset scale or capital scale as of February 24, 2022 (T-8) in the offline issuance electronic platform of Shenzhen Stock Exchange. The asset scale or capital scale filled in by the investor shall be consistent with the amount in the asset scale or capital scale certification materials submitted to the sponsor (lead underwriter). Investors shall strictly comply with the regulatory requirements of the industry 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). 7. Provisions on offline rejection ratio: according to the inquiry results after excluding invalid quotations, the issuer and the recommendation institution (lead underwriter) shall quote all qualified 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, from last to first according to the purchase time at the same purchase price For the same purchase price, the same quantity to be purchased, and the same purchase time, it shall be sorted from the back to the front according to the order of placing objects automatically generated by the offline issuance electronic platform. The part with the highest quotation in the total amount to be purchased shall be excluded, and the total amount to be purchased shall be 1% of the total amount to be purchased by offline investors. When the lowest price in the highest declared price to be excluded is the same as the determined issue price, the Declaration on this price will not be excluded. The placing objects excluded shall not participate in offline and online subscription.
After excluding the highest part of the quotation, the issuer and the recommendation institution (lead underwriter) consider the remaining quotation and the number of proposed subscriptions, 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, and focus on referring to the median and weighted average quotation of all offline investors, as well as public funds, social security funds, pensions The lower of the median quotation and weighted average of the placing objects such as enterprise annuity funds and insurance funds, carefully and reasonably determine the issuance price, final issuance quantity, effective quotation investors and effective planned subscription quantity. The number of effective offline investors determined by the issuer and the recommendation institution (lead underwriter) in accordance with the above principles shall not be less than 10.
Effective quotation refers to the quotation declared by offline investors that is not lower than the issuance price determined by the issuer and the recommendation institution (lead underwriter), which is not excluded as the highest quotation, and meets other conditions determined and announced in advance by the issuer and the recommendation institution (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 Jiayuan 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.
8. After the preliminary inquiry, if the issue price exceeds the lower of the median and weighted average of all offline investors’ quotations excluding the highest quotation disclosed in the announcement on the issuance of new shares, and the median and weighted average of the quoted prices of public funds, social security funds, pensions, enterprise annuity funds and insurance funds, 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 recommendation institution (lead underwriter) will issue the special announcement on the investment risk of Ganzhou Tengyuan cobalt new materials Co., Ltd. in its initial public offering and listing on the gem (hereinafter referred to as the “special announcement on investment risk”) before the subscription, detailing the rationality of pricing and reminding investors to pay attention to investment risks.
9. Restricted period arrangement: among the stocks issued this time, the stocks issued online have no circulation restrictions and restricted period arrangement, and can be circulated from the date of listing of the stocks issued this time 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
