Guangzhou Lushan New Material Co., Ltd
IPO arrangement and preliminary inquiry announcement
Sponsor (lead underwriter): Citic Securities Company Limited(600030)
hot tip
Guangzhou Lushan New Material Co., Ltd. (hereinafter referred to as "Lushan new material", "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 initial public offering and listing (CSRC order [No. 173]) Code for underwriting business of initial public offering (zxsf [2018] No. 142) (hereinafter referred to as "business code"), rules for placing of initial public offering (zxsf [2018] No. 142) (hereinafter referred to as "rules for placing") Detailed rules for the administration of offline investors in initial public offering (zxsf [2018] No. 142) (hereinafter referred to as "detailed rules for the administration of investors") Detailed rules for the implementation of online IPO in Shanghai market (SZF [2018] No. 40) (hereinafter referred to as "detailed rules for the implementation of online IPO") and detailed rules for the implementation of offline IPO in Shanghai market (SZF [2018] No. 41) (hereinafter referred to as "detailed rules for the implementation of offline IPO") And other relevant regulations to organize and implement the initial public offering of shares.
The initial inquiry and offline subscription of this offering are conducted through the offline subscription electronic platform of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange") (hereinafter referred to as "subscription platform"). Offline investors are requested to carefully read this announcement. For details of preliminary inquiry and offline subscription, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) The detailed rules for the implementation of offline issuance and other relevant provisions.
Investors are kindly requested to focus on the issuance process, online and offline subscription and payment, disposal of share abandonment, etc. the specific contents are as follows:
1. The offline issuance and Subscription Date and online subscription date are March 16, 2022 (t day). Among them, the offline subscription time is 9:30-15:00, and the online subscription time is 9:30-11:30 and 13:00-15:00. Investors do not need to pay subscription funds when making online and offline subscription on March 16, 2022 (t day).
2. After the preliminary inquiry, the issuer and the recommendation institution (lead underwriter) Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " and "recommendation institution (lead underwriter)") will, based on the inquiry results after excluding invalid quotations, quote all placing objects from high to low according to the purchase price, and from small to large according to the proposed purchase quantity of placing objects at the same purchase price For the same purchase price and the same proposed purchase quantity, the order shall be from the last to the first according to the declaration time (the declaration time and declaration number displayed on the offline purchase platform of the Shanghai Stock Exchange). The quantity of the highest quotation in the total proposed purchase quantity shall be excluded, and the excluded proposed purchase quantity shall not be less than 10% of the total proposed purchase quantity of offline investors. When the maximum declared price is the same as the determined issue price, the Declaration on the price can no longer be excluded, and the exclusion proportion can be less than 10%. The excluded part shall not participate in offline subscription.
3. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
4. The placing object shall comply with the regulatory requirements of the industry, and the subscription amount shall not exceed the corresponding asset scale or capital scale.
5. Offline investors shall, according to the announcement on offline preliminary placement results and online winning results of initial public offering of shares by Guangzhou Lushan new materials Co., Ltd. (hereinafter referred to as "announcement on offline preliminary placement results and online winning results"), according to the finally determined issuance price and allocated quantity before 16:00 on March 18 (T + 2) 2022, Pay the subscription funds for new shares in full and on time.
After online investors win the subscription of new shares, they shall fulfill the obligation of capital delivery in accordance with the announcement of offline preliminary placement results and online winning results, so as to ensure that their capital account will have sufficient new share subscription funds on March 18 (T + 2) 2022. The transfer of investors' funds shall comply with the relevant provisions of the securities company where the investors are located. The shares that offline and online investors give up to subscribe for are underwritten by the sponsor (lead underwriter).
6. When the total number of shares paid and subscribed by offline and online investors is less than 70% of the number of public offerings, the issuer and the sponsor (lead underwriter) will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements. Please refer to "X. arrangements for suspension of issuance" for specific suspension terms. 7. If the offline investors with valid quotation fail to participate in the subscription or obtain the preliminary placement, and the offline investors fail 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. In accordance with the relevant provisions of the detailed rules for the administration of investors, "If offline investors or placing objects have one of the situations specified in articles 45 and 46 of the business code in a natural year, the association will blacklist them for six months; offline investors or placing objects have two single situations specified in articles 45 and 46 of the business code in a natural year (including) Under the above or two or more circumstances, the association will blacklist them for 12 months. For the first time in a natural year, the placing object of offline investors has the situation of "providing effective quotation but not participating in subscription" in Item (IX) of Article 45 or "failing to pay subscription funds in full and on time" in Item (II) of Article 46 of the business specifications, which has not caused obvious adverse consequences and has been rectified in time, Those who actively submit the rectification report within 10 working days after the project is issued and listed may be exempted from one punishment ".
If the investor has won the lottery for 3 times but failed to pay in full within 12 consecutive months, he 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. The number of times of giving up subscription shall be calculated according to the number of times of investors actually giving up subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds.
8. In 2020, the company achieved an operating revenue of 10115119 million yuan, a year-on-year increase of 27.24%; The net profit attributable to the shareholders of the parent company was 1157397 million yuan, a year-on-year increase of 60.88%; After deducting non recurring profits and losses, the net profit attributable to the shareholders of the parent company was 1034761 million yuan, a year-on-year increase of 65.46%. In 2021, the company continued to strengthen product development and market promotion. Under the background of the improvement of the downstream market, the production and marketing scale of the company's products was further improved, and the operating revenue was 16932055 million yuan, an increase of 67.39% over 2020.
However, due to the obvious increase in the price of raw materials compared with the same period in 2020, the net profit attributable to the shareholders of the parent company in 2021 was 1135088 million yuan, a slight decrease of 1.93% year-on-year. After deducting non recurring profits and losses, the net profit attributable to the shareholders of the parent company was 1032177 million yuan, a slight decrease of 0.25% year-on-year. In the future, if the prices of labor and raw materials rise sharply, market competition intensifies, covid-19 pneumonia lasts for a long time, the income of raised investment projects does not meet expectations, or the company cannot continue to maintain its leading edge in technology and industry, the company will face the risk of fluctuations in operating performance.
Investors are hereby reminded to pay attention to the risk of performance fluctuation of the issuer, quote prudently and participate in decision-making rationally.
9. Investors need to fully understand the relevant laws and regulations on the issuance of new shares, carefully read the contents of this announcement, know the pricing principles and placement principles of this issuance, ensure that they are not prohibited from participating in offline inquiry before submitting the quotation, and ensure that their subscription quantity and future shareholding comply with the relevant laws and regulations and the provisions of the competent authorities. Once the investor submits the quotation, the sponsor (lead underwriter) shall be deemed as the investor's commitment: the investor's participation in this quotation complies with the provisions of laws and regulations and this announcement, and all violations and corresponding consequences arising therefrom shall be borne by the investor.
The sponsor (lead underwriter) reserves the right of final interpretation on issues related to this inquiry announcement and this offering.
Important tips
1. The application of Guangzhou Lushan New Material Co., Ltd. for the initial public offering of no more than 23 Jinzai Food Group Co.Ltd(003000) RMB common shares (A shares) (hereinafter referred to as "this offering") has been approved by the China Securities Regulatory Commission (hereinafter referred to as "CSRC") zjxk [2022] No. 398. The sponsor (lead underwriter) of this offering is Citic Securities Company Limited(600030) . The issuer's stock is abbreviated as "Lushan Xincai" and the stock code is "603051". This code is also used for the preliminary inquiry and offline subscription of this issuance. The online subscription code of this issuance is "732051". According to the industry classification guidelines of listed companies (revised in 2012) issued by China Securities Regulatory Commission, the industry of the company is "rubber and plastic products industry" (classification code C29). 2. This offering is conducted through a combination of offline inquiry and placement to qualified 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 Shanghai market (hereinafter referred to as "online issuance"). The issuer and the recommendation institution (lead underwriter) will directly determine the issuance price through the offline preliminary inquiry, and the offline cumulative bidding inquiry will not be conducted. The preliminary inquiry and offline issuance shall be organized and implemented by the sponsor (lead underwriter) through the offline subscription electronic platform of Shanghai Stock Exchange, and the online issuance shall be conducted through the trading system of Shanghai Stock Exchange.
The website of the offline subscription electronic platform of Shanghai Stock Exchange is: https://ipo.uap.sse.com.cn./ipo 。 Qualified offline investors are invited to participate in the preliminary inquiry and offline subscription of this offering through the above website. The time of quotation and inquiry through the subscription platform is 9:30-15:00 every trading day during the preliminary inquiry and offline subscription. Please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN) for relevant operation measures of the subscription platform - Services - relevant provisions in the IPO business column, such as the implementation rules for offline IPO in Shanghai market, the user operation manual of offline IPO subscription platform, subscription trader volume, etc.
The term "offline investors" as mentioned in this announcement refers to individual investors and institutional investors participating in offline issuance. The "placing object" mentioned in this announcement refers to the individual investor account, institutional investor account or securities investment products managed by it. Offline investors shall complete the registration of placing objects in the China Securities Association before 12:00 noon on the trading day before the initial inquiry start date (i.e. March 10, 2022 (T-4)).
3. All the shares in this public offering are new shares, and the number of shares issued is 23 Jinzai Food Group Co.Ltd(003000) . The issuer's shares held by shareholders before this offering will not be publicly offered to investors at the time of this offering. The total share capital of the company after the issuance is 92.01 million shares, and the number of shares issued to the public accounts for about 25.00% of the total share capital after the issuance. The initial number of offline shares issued this time is 13.802 million, accounting for about 60.00% of the total issued this time; The initial number of shares issued online was 9.021 million, accounting for about 40.00% of the total issued this time.
4. Offline roadshow promotion is not arranged for this release. The issuer and the recommendation institution (lead underwriter) will organize and arrange the online roadshow of this offering on March 15, 2022 (t-1). For specific information about the online roadshow, please refer to the online roadshow announcement of initial public offering of shares of Guangzhou Lushan new materials Co., Ltd. (hereinafter referred to as "online roadshow announcement") published on March 14, 2022 (T-2).
5. The recommendation institution (lead underwriter) has formulated the standards for offline investors in accordance with the requirements of the management measures, business specifications and other relevant systems. See "II. Qualification conditions and verification procedures of offline investors" in this announcement for specific standards and arrangements. Only investors who meet the standards for offline investors determined by the sponsor (lead underwriter) and the issuer can participate in the preliminary inquiry of this offering. Those who fail to meet the relevant standards and participate in this preliminary inquiry shall bear all the consequences caused by this behavior. The sponsor (lead underwriter) will set it invalid on the offline subscription electronic platform of Shanghai Stock Exchange, and disclose the relevant information in the announcement on the initial public offering of shares of Guangzhou Lushan new materials Co., Ltd. (hereinafter referred to as the "issuance announcement").
Investors are reminded that the recommendation institution (lead underwriter) will check whether there are prohibitions for offline investors before preliminary inquiry and placement, and require offline investors to provide qualified commitment letters and supporting materials. 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.
6. The initial inquiry time of this offering is 9:30-15:00 on March 11, 2022 (T-3). Within the above time, qualified offline investors can decide whether to participate in the preliminary inquiry and determine the purchase price and the proposed purchase quantity by themselves. Those who participate in the preliminary inquiry must make a unified declaration through the offline subscription electronic platform of Shanghai Stock Exchange in accordance with the regulations, and bear the corresponding legal responsibilities.
During the preliminary inquiry period, 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, and there can only be one quotation, in which non individual investors shall quote in the unit of institutions. Offline investors shall submit the quotation records for all placing objects to be involved in the quotation at one time after entering the quotation records. Offline investors can submit quotation records for many times, but all quotation records submitted last time shall prevail. Each placing object can only submit one quotation at a time.
The minimum number of shares to be purchased by each placing object managed by offline investors participating in this offline offering is 1 million shares, and the minimum change unit of the number of shares to be purchased is set as 100000 shares, that is, the part of each placing object managed by offline investors whose number of shares to be purchased exceeds 1 million shares must be an integral multiple of 100000 shares and no more than 2 million shares.
7. After the preliminary inquiry, the issuer and the insurer
