Fujian Tendering Co., Ltd
Announcement on initial public offering and listing on GEM
Sponsor (lead underwriter): China Industrial Securities Co.Ltd(601377)
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Fujian Tendering Co., Ltd. (hereinafter referred to as "tendering shares", "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"), the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (CSRC order [No. 167]) 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 "detailed rules for the implementation of business") 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"), 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") Code for underwriting of initial public offerings under the registration system (zxsf [2021] No. 213), management rules for offline investors of initial public offerings under the registration system (zxsf [2021] No. 212, hereinafter referred to as "management rules for offline investors"), and rules for placement of initial public offerings (Zhong Zheng Xie Fa [2018] No. 142) and other relevant provisions, 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 and listing on GEM.
China Industrial Securities Co.Ltd(601377) (hereinafter referred to as " China Industrial Securities Co.Ltd(601377) " or "sponsor (lead underwriter)") serves as the sponsor (lead underwriter) of this offering.
This offering is applicable to the special provisions on the issuance and underwriting of initial public offerings on GEM (CSRC announcement [2021] No. 21) issued by China Securities Regulatory Commission on September 18, 2021 and the implementation rules for the issuance and underwriting of initial public offerings on gem of Shenzhen Stock Exchange (revised in 2021) issued by Shenzhen Stock Exchange (SZS [2021] No. 919) and the code for underwriting initial public offerings under the registration system (zxsf [2021] No. 213) issued by the China Securities Association invite investors to pay attention to the changes of relevant regulations, pay attention to investment risks, carefully study and judge the rationality of issuance pricing and make investment decisions rationally.
Investors are kindly requested to pay attention to the relevant provisions on the issuance method, call back mechanism, online and offline subscription and payment, disposal of share abandonment, suspension of issuance, etc., as follows:
1、 This offering is conducted by 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 strategic placement of this offering is organized and implemented by the sponsor (lead underwriter); the preliminary inquiry and offline issuance are 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 Clearing") ）Registration and settlement platform, please carefully read this announcement and the implementation rules for offline issuance. 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 from public investors. Online investors are requested to carefully read this announcement and the implementation rules for online issuance.
2. After the preliminary inquiry, The issuer and the recommendation institution (lead underwriter) shall, in accordance with the preliminary inquiry and recommendation announcement of Fujian Tendering Co., Ltd. on initial public offering and listing on the gem (hereinafter referred to as the "preliminary inquiry and recommendation announcement") ）According to the specified exclusion rules, after excluding the preliminary inquiry results of investors who do not meet the requirements, By consensus, all the placing objects whose proposed purchase price is higher than 13.80 yuan / share (excluding 13.80 yuan / share) will be eliminated; the proposed purchase price will be 13.80 yuan / share, and the number of subscribed shares will be less than 19 million All placing objects (excluding 19 million shares) are eliminated; the proposed subscription price is 13.80 yuan / share, the subscription quantity is equal to 19 million shares, and the subscription time is later than 14:50:59:248 on December 23, 2021 (excluding the placing objects at 14:50:59:248 on December 23, 2021); for the placing objects whose proposed subscription price is 13.80 yuan / share, the number of subscription is equal to 19 million shares, and the subscription time is the same as 14:50:59:248 on December 23, 2021, 9 placing objects are removed from the back to the front according to the order of placing objects automatically generated by the offline issuance electronic platform of Shenzhen Stock Exchange.
A total of 104 placing objects are excluded from the above, and the total number of proposed subscription excluded is 1830.9 million shares, accounting for 1.0062% of the total number of proposed subscription after excluding invalid quotation in this preliminary inquiry. The excluded part shall not participate in offline and online subscription. Please refer to the part marked "high price rejection" in the attached table "preliminary inquiry and quotation".
3. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) comprehensively consider the remaining quotation and the number of proposed subscriptions, the issuer's industry, market conditions, the valuation level of Listed Companies in the same industry, the demand for raised funds and underwriting risks, and negotiate to determine that the price of this issuance is 10.52 yuan / share, and the offline issuance will not conduct cumulative bidding inquiry.
Investors are requested to make online and offline subscription at this price on December 29, 2021 (t day), and there is no need to pay subscription funds during subscription. The subscription date of this offline offering is the same as that of online subscription on December 29, 2021 (t day), in which the offline subscription time is 9:30-15:00, and the online subscription time is 9:15-11:30, 13:00-15:00.
4. Strategic placement:
The issue price determined through negotiation between the issuer and the recommendation institution (lead underwriter) is 10.52 yuan / share. The issue price of this issue shall not exceed the median and weighted average of 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") and the national social security fund (hereinafter referred to as "social security fund"), basic endowment 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") ）The lower of the median or weighted average of the quotation. According to item (4) of Article 39 of the business implementation rules, the relevant subsidiaries of the sponsor need not participate in follow-up investment.
The initial strategic placement of this issuance is 13760241 shares, accounting for 20.00% of the issuance. The strategic placement of this issuance is composed of other strategic investors. All subscription funds of strategic investors have been remitted to the bank account designated by the sponsor (lead underwriter) within the specified time.
Other types of strategic investors are large enterprises or their subordinate enterprises with strategic partnership or long-term cooperation vision. According to the final price, the number of shares placed by other strategic investors is 9505703, accounting for 13.82% of the number of shares issued this time.
The number of shares issued by the initial strategic placement of this issuance was 13760241, accounting for 20.00% of this issuance. The final number of strategic allotments in this issuance is 9505703 shares, accounting for 13.82% of this issuance. The difference between the initial strategic allotment and the final strategic allotment is 4254538 shares, which are transferred back to offline issuance.
5. 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.
Offline distribution, 10% of the final allocated account (rounded up), it shall promise that the restricted period of the shares to be allotted this time is 6 months from the date of the issuer's initial public offering and listing, and the aforesaid allotment target account shall be determined by lottery. This lottery adopts the method of allotment according to the allotment target and the number of final allotment accounts of offline investors, and each allotment target shall be assigned a number, It is generated according to the order of submission time of the purchase application form of the allocated object. If the submission time is the same, it is generated according to the coding order of the allocated object. The shares allocated to the placement target account managed by offline investors who have not been selected have no circulation restrictions and restricted sales arrangements, and can be circulated from the date of listing of the issued shares on the Shenzhen Stock Exchange.
When offline investors participate in the preliminary inquiry and quotation and offline subscription, 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 of this issuance. The restricted sale period shall be calculated from the date when the shares issued to the public are listed on the Shenzhen Stock Exchange.
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 issued to the public on the Shenzhen Stock Exchange. After the expiration of the sales restriction period, the reduction of the allocated shares by the strategic investors shall be subject to the relevant provisions of the CSRC and the Shenzhen Stock Exchange on share reduction.
6. Independent expression of purchase intention: online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
7. This issuance callback mechanism: after the completion of online and offline subscription, the issuer and the sponsor (lead underwriter) will decide whether to start the callback mechanism on December 29, 2021 (t day) according to the online subscription, and adjust the offline and online issuance scale. The activation of the callback mechanism will be determined according to the initial effective subscription multiple of online investors.
8. For this issuance and subscription, any placing object can only choose offline issuance or online issuance for subscription. All placing objects participating in the preliminary inquiry, whether or not the quotation is valid, can no longer participate in the online issuance.
Investors who participate in online subscription can only use one securities account with market value. If the same investor uses multiple securities accounts to participate in the subscription of the same new share, CSDCC Shenzhen Branch will regard the subscription of the investor's first securities account with market value confirmed by the trading system of Shenzhen Stock Exchange as an effective subscription, and invalidate the other subscriptions. For each new share issue, each securities account can only be subscribed once. If the same securities account participates in the subscription of the same new share for many times, CSDCC Shenzhen Branch will make the first subscription confirmed by the trading system of Shenzhen Stock Exchange as a valid subscription.
9. Offline investors shall, in accordance with the announcement on offline preliminary placement results of initial public offering of shares by Fujian Tendering Co., Ltd. and listing on the gem (hereinafter referred to as the announcement on offline preliminary placement results), timely and fully pay the subscription funds for new shares according to the final issuance price and preliminary placement quantity before 16:00 on December 31 (T + 2) 2021.
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 circumstances occur when multiple new shares are issued on the same day, all the new shares allocated to the placing object shall be invalid. If different placing objects share bank accounts, if the subscription funds are insufficient, 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.
After online investors win the lottery for new shares, The company shall fulfill the obligation of capital settlement in accordance with the announcement on the results of initial public offering of shares by Fujian Tendering Co., Ltd. and online lottery for listing on the gem (hereinafter referred to as the announcement on the results of online lottery) and ensure that its capital account is closed on December 31, 2021 There will be sufficient subscription funds for new shares on (T + 2) day, and the insufficient part will be deemed as abandoning the subscription. The resulting consequences and relevant legal liabilities shall be borne by the investors themselves. The transfer of investors' funds shall comply with the relevant regulations of the securities company where the investors are located.
The shares abandoned by offline and online investors shall be underwritten by the sponsor (lead underwriter).
10. Suspension of issuance: 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.
11. Offline investors shall strictly comply with the industry regulatory requirements of China Securities Association, reasonably determine the subscription amount, and the subscription amount filled in for the placing object in the inquiry and subscription links shall not exceed the total assets or capital scale of the placing object. If the offline investors who provide effective quotation fail to participate in the subscription or the offline investors who obtain the preliminary placement fail to pay the subscription amount in time and in full, it will be deemed as a breach of contract and shall be liable 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 the placing object in the stock markets of Shenzhen Stock Exchange, Shanghai Stock Exchange and Beijing stock exchange shall be calculated together. During the period of being listed in the restricted list, the relevant placing object shall not participate in the offline inquiry and placement of relevant projects in the stock markets of Shenzhen Stock Exchange, Shanghai Stock Exchange and Beijing stock exchange.
If the online investor fails to make full payment after winning the lottery for 3 times in a row within 12 months, it shall not participate in the online subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds within 6 months (calculated as 180 natural days, including the next day) from the next day of the settlement participant's latest declaration of abandonment of subscription.
12、 The issuer and the recommendation institution (lead underwriter) solemnly remind the majority of investors to pay attention to investment risks and invest rationally. Please carefully read the articles published in China Securities Journal, Shanghai Securities Journal, securities times and Securities Daily on December 28, 2021 (t-1) The special announcement on the investment risk of initial public offering and listing on the gem of Fujian Tendering Co., Ltd. fully understands the market risk and prudently participates in this new share issuance.
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