Wankai New Material Co., Ltd
Initial public offering and listing on GEM
Prompt announcement
Sponsor (lead underwriter): China International Capital Corporation Limited(601995)
The application of wankai New Material Co., Ltd. (hereinafter referred to as "wankai new material", "issuer" or "company") for initial public offering (hereinafter referred to as "this offering") and listing on the gem has been examined and approved by the members of the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"), It has been registered with the China Securities Regulatory Commission (zjxk [2022] No. 4). The letter of intent of wankai new materials Co., Ltd. for initial public offering and listing on the gem and its annexes are disclosed on the website designated by the CSRC (cninfo, www.cn. Info. Com. CN; CSI, www.cs. Com. CN; China Securities, www.cn. Stock. Com; securities times, www.stcn. Com; Securities Daily, www.zqrb. CN.), It shall be kept at the residence of the issuer, Shenzhen Stock Exchange and the recommendation institution (lead underwriter) China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) " or "recommendation institution (lead underwriter)") for public inspection.
Investors are kindly requested to pay attention to the issuance process, subscription, payment, disposal of share abandonment and other links of this offering, and carefully read the announcement on initial public offering and listing on gem of wankai new materials Co., Ltd. (hereinafter referred to as "announcement on preliminary inquiry and promotion") published today. 1. Investors do not need to pay subscription funds when making online and offline subscription on March 17, 2022 (t day). The offline issuance and Subscription Date and online subscription date are the same as March 17, 2022 (t day). Among them, the offline subscription time is 9:30-15:00, and the online subscription time is 9:15-11:30 and 13:00-15:00.
2. All offline investors who intend to participate in this preliminary inquiry and meet the conditions of relevant investors must register and submit verification materials before 12:00 on March 11, 2022 (T-4) in accordance with relevant requirements. When registering and submitting verification materials, please log in to the offline investor management system of IPO under CICC registration system (website: http://zczipo.cicc.com.cn. ）。
3. This issuance adopts directional placement to strategic investors (hereinafter referred to as "strategic placement") 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 the market value of non restricted depositary receipts in Shenzhen market (hereinafter referred to as "online issuance").
The strategic placement of this offering is followed by the relevant subsidiaries of the sponsor (for example, the offering 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 subsidiaries of the sponsor will participate in the strategic placement of this offering) and other strategic investors in accordance with relevant regulations. See "II. Strategic placement" in the preliminary inquiry and promotion announcement for details of strategic placement. The issuer and the recommendation institution (lead underwriter) will disclose the total amount of shares allocated to the relevant subsidiaries of the recommendation institution participating in the placement, the number of subscriptions, the proportion in the number of shares issued this time and the holding period in the announcement of wankai new materials Co., Ltd. initial public offering and listing on the gem (hereinafter referred to as the "issuance announcement").
The strategic placement, preliminary inquiry and online and offline issuance of this offering shall be organized and implemented by the sponsor (lead underwriter). The preliminary inquiry and offline distribution are conducted through the offline distribution electronic platform（ https://eipo.szse.cn. ）And the implementation of the registration and settlement platform of China Clearing Shenzhen Branch; Online issuance is conducted through the trading system of Shenzhen Stock Exchange (hereinafter referred to as the "trading system").
4. 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.
5. Offline issuance objects: the offline issuance objects are securities companies, fund management companies, trust companies, finance companies, insurance companies, qualified foreign institutional investors and qualified private fund managers and other professional institutional investors registered with the China Securities Association.
6. Preliminary inquiry:
The initial inquiry time of this offering is 9:30-15:00 on March 14, 2022 (T-3). Within the above-mentioned time, qualified offline investors can fill in and submit the proposed purchase price and quantity through the offline issuance electronic platform of Shenzhen Stock Exchange.
Before this preliminary inquiry, offline investors shall submit the pricing basis and the suggested price or price range given in the internal research report through the offline issuance electronic platform of Shenzhen Stock Exchange. Offline investors who fail to submit the pricing basis and suggested price or price range before the inquiry shall not participate in this inquiry.
The preliminary inquiry is conducted by reporting the proposed purchase price and the proposed purchase quantity at the same time. The offline investor's quotation shall include the price per share and the proposed purchase quantity corresponding to the price. 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 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 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 24 million shares.
The maximum number of shares subscribed by each placing object in this offline issuance is 24 million shares, accounting for about 49.92% 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, carefully and reasonably determine the declared price and the quantity to be purchased, and shall not purchase beyond the asset scale or capital scale. When participating in the preliminary inquiry, please pay special attention to whether the proposed subscription amount corresponding to the declared price and the proposed subscription quantity exceeds the asset scale or capital scale as of the fifth working day before the preliminary inquiry date (March 7, 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 corresponding asset scale or capital scale in the asset certification materials submitted to the recommendation institution (lead underwriter), the subscription of the placing object is invalid.
Investors participating in the offline inquiry of wankai new materials shall pass the asset certification materials through the offline investor verification system of China International Capital Corporation Limited(601995) registration system IPO (website: http://zczipo.cicc.com.cn./ ）Submit to the sponsor (lead underwriter). If the investor refuses to cooperate in the verification, fails to submit relevant materials completely, or the materials submitted are not enough to exclude its participation in the offline issuance prohibited by laws, regulations and normative documents, the issuer and the recommendation institution (lead underwriter) will refuse its participation in the offline issuance, treat its quotation as an invalid quotation, or refuse the placement, It shall be disclosed in the issuance announcement. If offline investors participate in the offline issuance of new shares in violation of regulations, they shall bear all the responsibilities arising therefrom.
Special tip 1: in order to promote the prudent quotation of offline investors, the 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 "wankai new material 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 must truthfully submit the proof materials of asset scale or capital scale, and strictly comply with the industrial regulatory requirements. The subscription amount shall not exceed the proof materials of asset scale of the placement object submitted to the sponsor (lead underwriter) and the corresponding asset scale or capital scale in the summary of asset scale of the placement object, Ensure that the total asset data filled in the asset scale summary of the placing object shall be consistent with the amount in the asset scale certification materials submitted. The data of asset scale or capital scale shall be subject to the fifth working day before the preliminary inquiry date (March 7, 2022, T-8).
Once the offline investor makes an offer, it shall be deemed as a commitment that the asset scale certification materials uploaded by the offline investor verification system of China International Capital Corporation Limited(601995) registered IPO and the corresponding asset scale or capital scale in the detailed list of asset scale 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.
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 initial inquiry period, investors shall truthfully fill in the asset scale or capital scale in the offline issuance electronic platform of Shenzhen Stock Exchange before quotation, and the amount filled in by investors 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. 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 that do not meet the investor's conditions, quote the placing objects of all qualified offline investors from high to low according to the proposed purchase price, and from small to large according to the proposed purchase quantity of the placing objects at the same proposed purchase price For the same proposed purchase price, the same proposed purchase quantity shall be sorted from late to early according to the application time (the application time shall be subject to the record of the offline issuance electronic platform of Shenzhen Stock Exchange), the same proposed purchase price, the same proposed purchase quantity and the same application time 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 quotation of the placing objects with the highest quotation, The excluded proposed subscription amount is 1% of the total proposed subscription amount of qualified 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 excluded part shall not participate in offline subscription.
After excluding the highest part of the quotation, the issuer and the recommendation institution (lead underwriter) carefully and reasonably determine the price of the issuer, the final issuance quantity, the effective quotation investors and the effective proposed subscription quantity by considering the remaining quotation and the proposed subscription quantity, the industry and market conditions of the issuer, the valuation level of Listed Companies in the same industry, the demand for raised funds and the underwriting risk. 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 Haiwen 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. Remind investors to pay attention to investment risks: after the preliminary inquiry, if the issuance price determined by the issuer and the recommendation institution (lead underwriter) exceeds the median and weighted average of the remaining quotations of offline investors after excluding the highest quotation, as well as the public funds, social security funds, pensions The lower of the median or weighted average of the quoted prices of enterprise annuity funds and insurance funds, or the P / E ratio corresponding to the pricing of this offering is higher than the average p / E ratio of the secondary market of comparable listed companies in the same industry (the static average p / E ratio of the same industry in the latest month issued by China Securities Index Co., Ltd.), The issuer and the sponsor (lead underwriter) will issue the special announcement on the investment risk of wankai 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 online 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 6 months from the date of the issuer's initial public offering and listing. That is, among the shares allocated to each placing object, 90% of the shares are sold indefinitely and 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, and the sales restriction period starts from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange.
When offline investors participate in the preliminary inquiry and quotation and offline purchase, there is no need to provide for them
