Bank of Lanzhou Co., Ltd
IPO announcement
Sponsor (lead underwriter): China Securities Co.Ltd(601066)
hot tip
Bank of Lanzhou Co., Ltd. (hereinafter referred to as “Bank of Lanzhou”, “issuer” or “company”) in accordance with the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]), 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 the “business code”), rules for placement of initial public offering (zxsf [2018] No. 142, hereinafter referred to as the “placement rules”) The rules for the administration of offline investors in initial public offering of shares (zsxf [2018] No. 142, hereinafter referred to as the “rules for the administration of investors”) and other relevant provisions organize the implementation of initial public offering of shares.
The offline issuance of Bank of Lanzhou’s initial public offering shares adopts the offline issuance electronic platform of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) for issuance and placement, Offline investors are requested to carefully read the detailed rules for the implementation of offline issuance of initial public offering shares in Shenzhen market (revised in 2020) (SZS [2020] No. 483, hereinafter referred to as the “detailed rules for the implementation of offline issuance”).
This online offering is conducted through the trading system of Shenzhen Stock Exchange by means of subscription pricing based on market value. Online investors are invited to carefully read this announcement and the implementation rules for online issuance of initial public offerings in Shenzhen market (revised in 2018) (SZS [2018] No. 279, hereinafter referred to as the “implementation rules for online issuance”) issued by Shenzhen Stock Exchange.
Investors are kindly requested to focus on the issuance process, online and offline subscription, payment and suspension of the issuance. The specific contents are as follows:
1. The issuer and the recommendation institution (lead underwriter) China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” securities “and” recommendation institution (lead underwriter) “) comprehensively consider the fundamentals of the issuer, the number of shares issued this time, the industry of the issuer, the valuation level of comparable listed companies, market conditions, the demand for raised funds, underwriting risks and other factors according to the preliminary inquiry, It is determined through negotiation that the price of this issuance is 3.57 yuan / share, and the cumulative bidding inquiry will not be conducted for offline issuance.
Investors are requested to apply online and offline on January 5, 2022 (t day) at the price of 3.57 yuan / share
No subscription fund is required at the time of purchase. The offline issuance and Subscription Date and online subscription date are the same as January 5, 2022 (t day), of which 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. The issuer and the recommendation institution (lead underwriter) shall, according to the preliminary inquiry, quote the placing objects of all qualified offline investors from high to low according to the subscription price, and from small to large according to the proposed subscription quantity of the placing objects at the same subscription price For the same purchase price and the same proposed purchase quantity, the order shall be from late to early according to the declaration time (the declaration time shall be subject to the records of the offline issuance electronic platform of Shenzhen Stock Exchange). The quotation of the placing object with the highest quotation shall be excluded, and the excluded 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 will not be excluded, and the exclusion ratio 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.
4. Offline investors shall, in accordance with the announcement on preliminary placement results of offline issuance of initial public offering of shares by Bank of Lanzhou Co., Ltd. (hereinafter referred to as “announcement on preliminary placement results of offline issuance”), timely and fully pay the subscription funds for new shares according to the finally determined issuance price and allocated quantity before 16:00 on January 7 (T + 2) 2022.
If the same placing object is allocated multiple new shares on the same day, it is necessary to pay for each new share in full and fill in the remarks in accordance with the specifications. If the placing object has insufficient funds for a single new share, all the new shares allocated to the placing object on that day will be invalid, and the resulting consequences shall be borne by the investors themselves.
After winning the subscription of new shares, online investors shall fulfill their payment obligations in accordance with the announcement of online winning results of initial public offering of shares by Bank of Lanzhou Co., Ltd. (hereinafter referred to as “announcement of online winning results”), so as to ensure that their capital account will eventually have sufficient new share subscription funds on January 7 (T + 2) 2022, The investor’s fund transfer shall comply with the relevant provisions of the securities company where the investor is located.
The shares that offline and online investors give up to subscribe for shall be underwritten by the sponsor (lead underwriter).
5. When the total number of shares 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.
6. 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. If an online investor fails to pay in full after winning the lottery three times in a row within 12 months, it shall not participate in the 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 issuer and the recommendation institution (lead underwriter) solemnly remind investors to pay attention to investment risks and make rational investment. Please carefully read this announcement and its publication in China Securities Journal and Shanghai Securities Journal on December 14, 2021, December 21, 2021 and December 28, 2021 The special announcement on investment risk of initial public offering of Bank of Lanzhou Co., Ltd. (hereinafter referred to as “special announcement on investment risk”) in the securities times and Securities Daily fully understands the market risk and prudently participates in this new share offering.
Valuation and investment risk tips
1. According to the guidelines for Industry Classification of Listed Companies formulated by the CSRC, the industry of the issuer is monetary and financial services (j66), and the static average p / E ratio of the industry published by China Securities Index Co., Ltd. in the latest month is 6.10 times (as of December 9, 2021). Please refer to it when making decisions. The issuance price of 3.57 yuan / share corresponds to the lower diluted P / E ratio of the issuer’s net profit attributable to the parent before and after deducting extraordinary profits and losses in 2020, which is 22.97 times higher than the average static P / E ratio of the industry in the latest month released by the China Securities Index company on December 9, 2021. There is a risk that the decline of the issuer’s share price will bring losses to investors in the future.
2. According to the preliminary inquiry results, after negotiation between the issuer and the sponsor (lead underwriter), 569569717 new shares are issued, all of which are new shares, and the transfer of old shares is not arranged. Based on the offering price of 3.57 yuan / share, the issuer expects the total amount of raised funds to be 2033363889.69 yuan. After deducting the issuance fee of 65030408.28 yuan, the net amount of raised funds is expected to be 1968333481.41 yuan, which is equal to the investment amount of raised funds to be used by the issuer’s supplementary capital disclosed in the prospectus.
3. If the issuer’s raised funds are not used properly or its business cannot grow synchronously in the short term, it will have an adverse impact on the issuer’s profitability or there is a risk of a significant decline in the issuer’s return on net assets, resulting in a decline in the issuer’s valuation level and stock price, resulting in the risk of investment loss to investors.
Important tips
1. The application of Bank of Lanzhou Co., Ltd. for initial public offering of no more than 569569717 RMB common shares (A shares) (hereinafter referred to as “this offering”) has been approved by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2021] No. 3831. The sponsor (lead underwriter) of this offering is China Securities Co.Ltd(601066) . The stock of Bank of Lanzhou Co., Ltd. is abbreviated as “Bank of Lanzhou” and the stock code is “001227”. The abbreviation and code are used for online and offline subscription of this issuance at the same time. The shares issued this time are planned to be listed on the main board of Shenzhen Stock Exchange.
The total amount of this public offering is 569569717 shares, all of which are new shares without transfer of old shares. Before the callback mechanism was launched, the initial number of offline shares was 398699217, which was 70.00% of the number of shares issued this time; The initial number of shares issued online is 170870500, which is 30.00% of the number of shares issued this time. The final offline and online distribution quantity will be determined according to the online and offline callback.
2. This issuance adopts the 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 market value of non restricted depositary receipts in Shenzhen market (hereinafter referred to as “online issuance”). The issuer and China Securities Co.Ltd(601066) securities directly determine the issuance price through offline preliminary inquiry, and offline cumulative bidding is no longer conducted. Preliminary inquiry and offline issuance shall be organized and implemented by China Securities Co.Ltd(601066) securities through the offline issuance electronic platform of Shenzhen Stock Exchange, and online issuance shall be conducted through the trading system of Shenzhen Stock Exchange.
3. The preliminary inquiry for this offering was completed on December 9, 2021. The issuer and the sponsor (lead underwriter) shall, based on the preliminary inquiry, comprehensively consider the issuer’s fundamentals, the number of shares in this public offering, the industry, market conditions, the valuation level of Listed Companies in the same industry, the demand for raised funds, underwriting risks and other factors, It is determined through negotiation that the issue price is 3.57 yuan / share. The price earnings ratio corresponding to this issue price is:
(1) 22.97 times (earnings per share is calculated by dividing the net profit attributable to shareholders of the parent company in 2020 before and after deducting non recurring profits and losses audited by an accounting firm in accordance with Chinese accounting standards by the total share capital after this issuance);
(2) 20.68 times (earnings per share shall be calculated by dividing the net profit attributable to shareholders of the parent company in 2020 before and after deducting non recurring profits and losses audited by an accounting firm in accordance with Chinese accounting standards by the total share capital before this issuance).
4. If the issuance is successful, the total amount of funds raised by the issuer is expected to be 2033363889.69 yuan. After deducting the estimated issuance cost of 65030408.28 yuan, the net amount of funds raised is expected to be 1968333481.41 yuan, The use plan of the issuer’s raised funds and other relevant information have been disclosed in the prospectus for initial public offering of Bank of Lanzhou Co., Ltd. on December 14, 2021. The full text of the prospectus can be found on http://www.cn.info.com.cn Query.
5. The offline and online subscription date of this offering is t day (January 5, 2022). Any placing object can only choose offline or online subscription.
(1) Offline subscription
The offline subscription time of this offering is 9:30-15:00 on January 5, 2022 (t day).
The placing objects managed by offline investors who submit valid quotations during the preliminary inquiry can and must participate in offline subscription. Offline investors shall enter the purchase order information for all placing objects participating in the purchase through the offline issuance electronic platform, including the purchase price, purchase quantity and other information specified by the sponsor (lead underwriter) in the announcement on the issuance of initial public offering of Bank of Lanzhou Co., Ltd. (hereinafter referred to as the “issuance announcement”). The subscription price is 3.57 yuan / share. The purchase quantity shall be equal to the “proposed purchase quantity” corresponding to the effective quotation provided in the preliminary inquiry. When participating in offline subscription, investors do not need to pay the subscription fund, and pay the subscription money on T + 2 day after being allocated.
Any placing object participating in the preliminary inquiry and quotation, whether it is a “valid quotation” or not, shall not participate in this online subscription. If it participates in offline and online subscription at the same time, the online subscription part is invalid.
The placing object shall abide by relevant laws and regulations and relevant provisions of the CSRC in terms of subscription and shareholding, and bear corresponding legal liabilities by itself. The information related to the placing object managed by offline investors (including the full name of the placing object, the name of the securities account (Shenzhen), the securities account number (Shenzhen) and the bank collection and payment account, etc.) shall be subject to the information registered with the China Securities Association. The offline investors shall be responsible for the consequences caused by the inconsistency between the information of the placing object and the registration information.
The recommendation institution (lead underwriter) will further check whether there are prohibitions for the investors with valid quotation and the managed placing objects before the placement, The investor shall cooperate accordingly according to the requirements of the sponsor (lead underwriter) (including but not limited to providing the articles of association and other industrial and commercial registration materials, arranging interviews with the actual controller, truthfully providing the list of main social relations of relevant natural persons, cooperating with the investigation of other related relationships, etc.). If the investor refuses to cooperate or the materials provided are insufficient to exclude the above prohibited situations, The recommendation institution (lead underwriter) will be excluded from placing. Beijing Deheng Law firm will witness the offline issuance and issue a special legal opinion.
(2) Online subscription
The online subscription time of this offering is: 9:15-11:30 and 13:00-15:00 on January 5, 2022 (t day). Investors holding non restricted A-Shares and non restricted depositary receipts of more than 10000 yuan (including 10000 yuan) in Shenzhen market in the 20 trading days (including T-2) before December 31, 2021 (T-2) can apply for the shares issued online through the trading system. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
Investors shall determine their online subscription limit according to the market value of non restricted A-Shares and non restricted depositary receipts in Shenzhen market (hereinafter referred to as “market value”), and according to the 20 transactions before December 31, 2021 (T-2)
